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XPeng Inc. (NYSE: XPEV) AGM backs all resolutions, 20% issue and 10% buyback mandates

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

XPeng Inc. reported the poll results of its Annual General Meeting held on June 26, 2026, where all ten resolutions were approved by shareholders. The meeting covered financial reporting, board composition, auditor re-appointment, capital mandates and constitutional changes.

Shareholders adopted the audited consolidated financial statements for the year ended December 31, 2025 and re-elected independent non-executive directors Donghao Yang, HongJiang Zhang and Yudong Chen. They also re-appointed PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as auditors.

Investors granted the board a general mandate to issue additional Class A ordinary shares up to 20% of issued share capital and a separate mandate to repurchase shares and/or ADSs up to 10%. A special resolution approved and adopted the company’s tenth amended and restated memorandum and articles of association, which became effective on June 26, 2026.

Positive

  • None.

Negative

  • None.
Total issued shares 1,914,454,481 shares Issued shares as at the Shares Record Date
Class A ordinary shares 1,565,746,224 shares Class A issued as at the Shares Record Date
Class B ordinary shares 348,708,257 shares Class B issued as at the Shares Record Date
Voting share base 1,913,371,131 shares Shares entitling holders to vote on AGM resolutions 1–10
Share issue mandate 20% of issued shares General mandate to issue additional Class A shares
Repurchase mandate 10% of issued shares General mandate to repurchase shares and/or ADSs
Vote for financial statements 4,359,883,426 votes for Ordinary resolution 1 total Class A and B votes for
Special resolution support 1,184,163,468 votes for Resolution 10 adopting new memorandum and articles
weighted voting rights financial
"XPeng Inc. 小鵬集團* (A company controlled through weighted voting rights and incorporated in the Cayman Islands..."
A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.
ADSs financial
"To repurchase shares and/or ADSs of the Company not exceeding 10% of the total number of issued shares..."
general mandate financial
"approve the grant of a general mandate to the Directors to issue, allot, and deal with additional Class A ordinary shares..."
A general mandate is a broad authorization shareholders give a company’s board to take routine capital actions—such as issuing new shares, buying back stock, or changing share capital—without needing a separate vote each time. It matters to investors because it lets management react quickly to opportunities or risks, like raising money or defending against takeovers; think of it as a standing permission slip that speeds decisions but should be monitored to avoid unexpected dilution.
special resolution financial
"The resolution has been duly passed as a special resolution with more than three-fourths of valid votes..."
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
memorandum and articles of association financial
"approve the proposed amendments to the memorandum and articles of association of the Company and the adoption of the tenth amended and restated memorandum and articles of association..."
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.
independent non-executive Director financial
"To re-elect Mr. Donghao Yang as an independent non-executive Director as detailed in the proxy statement..."
An independent non-executive director is a board member who is not part of a company’s day-to-day management and has no close ties to major owners, so they can offer unbiased oversight of strategy, risks, and executive pay. For investors, they act like an impartial referee who helps prevent conflicts of interest, improve transparency and hold management accountable, which can reduce governance risk and protect shareholder value.

FAQ

What did XPeng Inc. (XPEV) shareholders approve at the June 26, 2026 AGM?
Shareholders approved all ten resolutions at the AGM, including adoption of 2025 financial statements, re-election of three independent non-executive directors, re-appointment of auditors, capital issue and repurchase mandates, and a special resolution adopting the tenth amended and restated memorandum and articles of association.

What share issue mandate did XPeng Inc. (XPEV) grant its board in 2026?
Shareholders granted a general mandate allowing directors to issue, allot and deal with additional Class A ordinary shares up to 20% of the company’s issued shares (excluding treasury shares) as of the resolution date, providing flexibility for future equity issuance subject to market conditions and board decisions.

What share repurchase authority did XPeng Inc. (XPEV) obtain at the 2026 AGM?
The AGM approved a mandate authorizing directors to repurchase shares and/or ADSs up to 10% of the company’s issued shares (excluding treasury shares) as of the resolution date, enabling potential buybacks within that limit if the board later decides such transactions are appropriate.

Which directors were re-elected at XPeng Inc.’s 2026 AGM?
Independent non-executive directors Donghao Yang, HongJiang Zhang and Yudong Chen were each re-elected. Their re-election resolutions received strong support, with total votes in favour exceeding 94% for each, helping maintain continuity and independent oversight on the company’s board of directors.

What constitutional changes did XPeng Inc. (XPEV) adopt on June 26, 2026?
Shareholders approved a special resolution to amend the company’s governing documents and adopt the tenth amended and restated memorandum and articles of association, replacing the prior ninth version. These updated documents became effective on June 26, 2026, following approval at the Annual General Meeting.

How many XPeng Inc. shares were entitled to vote at the 2026 AGM?
As of the share record date, 1,913,371,131 shares were entitled to attend and vote on resolutions 1 to 10, comprising 1,564,662,874 Class A ordinary shares and 348,708,257 Class B ordinary shares, after certain Class A shares abstained in accordance with Hong Kong Listing Rules.

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Form 6-K: How Foreign Companies Report to the SEC →
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

June 2026

 

 

Commission File Number: 001-39466

 

 

XPENG INC.

 

 

No.10, Cencun Fengzhuang Avenue

Tianhe District, Guangzhou

Guangdong 510640

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

 

 
 

TABLE OF CONTENTS

 

Exhibit 3.1    Tenth Amended and Restated Memorandum of Association of the Registrant
Exhibit 99.1    Announcement: Poll Results of the Annual General Meeting held on June 26, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

XPENG INC.
By:  

/s/ Xiaopeng He

Name:   Xiaopeng He
Title:   Chairman and Chief Executive Officer

Date: June 26, 2026

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

LOGO

XPeng Inc.

小鵬集團*

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock code: 9868)

POLL RESULTS OF THE ANNUAL GENERAL MEETING

HELD ON JUNE 26, 2026

We refer to (i) the notice of Annual General Meeting (the “AGM”) dated May 11, 2026 (the “Notice”), and (ii) the proxy statement / circular for the AGM dated May 11, 2026 (the “Proxy Statement”) of XPeng Inc. (the “Company” or “we”). Unless otherwise required by the context, capitalised terms used in this announcement shall have the same meanings as those defined in the Proxy Statement and the Notice.

POLL RESULTS OF THE AGM

The Board is pleased to announce that the AGM was held on June 26, 2026, at 10:00 a.m. Hong Kong time, at T2, XPENG Tech Park, No. 10, Cencun Fengzhuang Avenue, Tianhe District, Guangzhou, PRC. All resolutions proposed at the AGM have been duly passed.

As at the Shares Record Date, the total number of issued shares of the Company (the “Shares”) was 1,914,454,481 Shares, comprising 1,565,746,224 Class A Ordinary Shares and 348,708,257 Class B Ordinary Shares. 27,458 Class A Ordinary Shares issued to our depository bank for bulk issuance of ADSs and reserved for future issuance upon the exercise or vesting of awards granted under our 2019 Equity Incentive Plan and 2025 Share Incentive Scheme and 1,055,892 Class A Ordinary Shares held by XPeng Fortune Holdings Limited have abstained from voting on all resolutions at the AGM in accordance with Rule 17.05A of the Hong Kong Listing Rules. There were no repurchased Shares pending cancellation or treasury shares (which has the meaning ascribed to it in the Hong Kong Listing Rules) held by the Company as at the Shares Record Date.

Save as disclosed above, there was no shareholder who was required to abstain from voting under the Hong Kong Listing Rules on any resolution proposed at the AGM, nor any shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution at the meeting pursuant to Rule 13.40 of the Hong Kong Listing Rules. No shareholder has indicated in the Proxy Statement that he or she intends to vote against or in abstention in respect of any resolution proposed at the AGM.

Accordingly, the total number of Shares entitling the holders to attend and vote on the resolutions numbered 1 to 10 at the AGM was 1,913,371,131 Shares, comprising 1,564,662,874 Class A Ordinary Shares and 348,708,257 Class B Ordinary Shares.

 

1

According to the Company’s ninth amended and restated memorandum and articles of association, each Class A Ordinary Share issued and outstanding as of the close of business on the Shares Record Date is entitled to one vote per Share at the AGM. Each Class B Ordinary Share issued and outstanding as of the close of business on the Shares Record Date is entitled to ten votes per Share (i.e. resolution numbered 1, resolution numbered 5 and resolutions numbered 7 to 9), save for (A) the resolutions numbered 2 to 4 regarding the re-election of independent non-executive Directors, (B) the resolution numbered 6 regarding the re-appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company, and (C) the resolution numbered 10 regarding the proposed amendments to the memorandum and articles of association of the Company, in which cases the Class B Ordinary Shares shall have one vote per Share at the AGM. Each resolution put to the vote at the AGM has been decided by poll.

The poll results in respect of the resolutions proposed at the AGM are set out as follows:

 

ORDINARY

RESOLUTIONS

   Number of votes cast and percentage (%)    

Total

number of
voting Shares

    

Total

number of
votes cast

  
  FOR     AGAINST     ABSTAIN  
1.       To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “Director(s)”) and the auditor of the Company as of and for the year ended December 31, 2025.   Class A ordinary
shares		     872,800,856       99.8171 %      1,205,979       0.1379 %      393,406       0.0450 %      874,400,241       874,400,241  
  Class B ordinary
shares		     3,487,082,570       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       3,487,082,570  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     4,359,883,426       99.9633 %      1,205,979       0.0277 %      393,406       0.0090 %      1,223,108,498       4,361,482,811  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

2.   To re-elect Mr. Donghao Yang as an independent non-executive Director as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary shares     835,161,894       95.6505 %      36,750,195       4.2090 %      1,227,152       0.1405 %      873,139,241       873,139,241  
  Class B ordinary
shares		     348,708,257       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       348,708,257  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     1,183,870,151       96.8918 %      36,750,195       3.0078 %      1,227,152       0.1004 %      1,221,847,498       1,221,847,498  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

 

2

3.    To re-elect Mr. HongJiang Zhang as an independent non-executive Director as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary
shares		     808,773,136       92.4948 %      64,909,337       7.4233 %      715,768       0.0819 %      874,398,241       874,398,241  
  Class B ordinary
shares		     348,708,257       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       348,708,257  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     1,157,481,393       94.6346 %      64,909,337       5.3069 %      715,768       0.0585 %      1,223,106,498       1,223,106,498  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

4.       To re-elect Mr. Yudong Chen as an independent non-executive Director as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary
shares		     873,595,157       99.9116 %      383,263       0.0438 %      389,821       0.0446 %      874,368,241       874,368,241  
  Class B ordinary
shares		     348,708,257       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       348,708,257  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     1,222,303,414       99.9368 %      383,263       0.0313 %      389,821       0.0319 %      1,223,076,498       1,223,076,498  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

5.   To authorize the Board of Directors to fix the respective Directors’ remuneration.   Class A ordinary
shares		     768,756,953       87.9419 %      10,877,518       1.2443 %      94,530,270       10.8138 %      874,164,741       874,164,741  
  Class B ordinary
shares		     3,487,082,570       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       3,487,082,570  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     4,255,839,523       97.5831 %      10,877,518       0.2494 %      94,530,270       2.1675 %      1,222,872,998       4,361,247,311  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

 

3

6.   To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board of Directors to fix their remunerations for the year ending December 31, 2026 as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary
shares		     734,145,828       83.9630 %      139,860,099       15.9956 %      362,314       0.0414 %      874,368,241       874,368,241  
  Class B ordinary
shares		     348,708,257       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       348,708,257  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     1,082,854,085       88.5353 %      139,860,099       11.4351 %      362,314       0.0296 %      1,223,076,498       1,223,076,498  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

7.       THAT consider and approve the grant of a general mandate to the Directors to issue, allot, and deal with additional Class A ordinary shares of the Company not exceeding 20% of the total number of issued shares (excluding treasury shares) of the Company as of the date of passing of this resolution as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary
shares		     660,685,294       75.6704 %      210,983,223       24.1646 %      1,440,724       0.1650 %      873,109,241       873,109,241  
  Class B ordinary
shares		     3,487,082,570       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       3,487,082,570  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     4,147,767,864       95.1281 %      210,983,223       4.8389 %      1,440,724       0.0330 %      1,221,817,498       4,360,191,811  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

 

4

8.       THAT consider and approve the grant of a general mandate to the Directors to repurchase shares and/or ADSs of the Company not exceeding 10% of the total number of issued shares (excluding treasury shares) of the Company as of the date of passing of this resolution as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary
shares		     873,355,238       99.8841 %      599,451       0.0686 %      413,552       0.0473 %      874,368,241       874,368,241  
  Class B ordinary
shares		     3,487,082,570       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       3,487,082,570  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     4,360,437,808       99.9768 %      599,451       0.0137 %      413,552       0.0095 %      1,223,076,498       4,361,450,811  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

9.   THAT consider and approve the extension of the general mandate granted to the Directors to issue, allot and deal with additional shares in the share capital of the Company by the aggregate number of the shares and/or shares underlying the ADSs repurchased by the Company as detailed in the proxy statement/circular dated May 11, 2026.   Class A ordinary
shares		     670,808,659       76.8299 %      200,879,848       23.0074 %      1,420,734       0.1627 %      873,109,241       873,109,241  
  Class B ordinary
shares		     3,487,082,570       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       3,487,082,570  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     4,157,891,229       95.3603 %      200,879,848       4.6071 %      1,420,734       0.0326 %      1,221,817,498       4,360,191,811  
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

 

5

SPECIAL

RESOLUTION

   Number of votes cast and percentage (%)    

Total

number of
voting Shares

    

Total

number of
votes cast

  
  FOR     AGAINST     ABSTAIN  
10.       THAT consider and approve the proposed amendments to the memorandum and articles of association of the Company and the adoption of the tenth amended and restated memorandum and articles of association of the Company as detailed in the proxy statement/circular dated May 11, 2026 to replace the ninth amended and restated memorandum and articles of association of the Company adopted by special resolution passed on June 20, 2023 in its entirety.   Class A ordinary
shares		     835,455,211       95.5463 %      38,419,662       4.3938 %      523,368       0.0599 %      874,398,241       874,398,241  
  Class B ordinary
shares		     348,708,257       100.0000 %      0       0.0000 %      0       0.0000 %      348,708,257       348,708,257  
 

TOTAL
NUMBER

 

(CLASS A &
CLASS B)

     1,184,163,468       96.8161 %      38,419,662       3.1411 %      523,368       0.0428 %      1,223,106,498       1,223,106,498  
  The resolution has been duly passed as a special resolution with more than three-fourths of valid votes held by shareholders (including proxies) attending the AGM cast in favour thereof.

 

The Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

The executive Director, Mr. Xiaopeng He, the non-executive Director, Mr. Ji-Xun Foo and the independent non-executive Directors, Mr. Donghao Yang, Mr. HongJiang Zhang and Mr. Yudong Chen attended the AGM.

 

6

AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board is pleased to announce that the tenth amended and restated memorandum and articles of association of the Company was approved and adopted by the Shareholders by way of a special resolution at the AGM and became effective on June 26, 2026. For the full text of the tenth amended and restated memorandum and articles of association of the Company, please refer to the website of the Hong Kong Stock Exchange at http://www.hkexnews.hk and the website of the Company at http://ir.xiaopeng.com. The tenth amended and restated memorandum and articles of association of the Company was written in English. The Chinese translation is for reference only and in the event of discrepancies between the English and Chinese versions, the English version shall prevail.

 

By order of the Board

XPeng Inc.

Xiaopeng He

Chairman

Hong Kong, Friday, June 26, 2026

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiaopeng He as an executive Director, Mr. Ji-Xun Foo as a non-executive Director, and Mr. Donghao Yang, Ms. Fang Qu, Mr. HongJiang Zhang and Mr. Yudong Chen as independent non-executive Directors.

 

*

For identification purpose only

 

7

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