CreateAI Announces Results of 2024 Annual Meeting of Stockholders

Rhea-AI Summary

CreateAI Holdings (OTCMKTS: TSPH) held its 2024 Annual Meeting of Stockholders on December 20, 2024. The meeting had a quorum with 207,347,538 shares represented, out of 232,618,399 total outstanding shares. Six directors were elected to serve until the 2025 annual meeting: Cheng Lu, Mo Chen, James Lu, Zhen Tao, Albert Schultz, and Jianan Hao.

A proposal to classify the Board into three classes with staggered terms was not approved. The appointment of UHY LLP as the independent registered public accounting firm for FY2024 was ratified. Notably, there's ongoing litigation in Delaware Court of Chancery regarding voting control between White Marble entities and Mo Chen, which could affect the Board classification proposal's outcome.

Positive

• All six nominated directors were successfully elected to the Board
• Successfully ratified UHY LLP as independent auditor for FY2024
• Maintained strong shareholder participation with quorum achieved

Negative

• Failed to approve Board classification proposal
• Ongoing legal dispute over voting control could create uncertainty
• Trading on OTC markets rather than major exchange

SAN DIEGO, Dec. 23, 2024 /PRNewswire/ -- CreateAI Holdings Inc., formerly TuSimple Holdings Inc. (OTCMKTS: TSPH) ("CreateAI" or the "Company"), a global artificial intelligence technology company, today announced shareholder voting results for its annual meeting of stockholders held on December 20, 2024 (the "Annual Meeting").

As of October 28, 2024, the record date for the Annual Meeting, there were a total of 232,618,399 shares of common stock outstanding and entitled to vote at the Annual Meeting, comprised of 208,618,399 shares of Class A Common Stock (each with one vote per share) and 24,000,000 shares of Class B Common Stock (each with ten votes per share). At the Annual Meeting, holders of 207,347,538 shares of common stock, representing 423,347,538 votes, entitled to vote at the meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting was present.

The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the numbers of votes cast for, withheld, or against, the number of abstentions, and the number of broker non-votes with respect to each other, as applicable.

1.     Election of six nominees to serve on the Board of Directors (the "Board") for a term which will expire at the 2025 annual meeting of stockholders, or, if Proposal Two is adopted, to hold office until the annual meeting of stockholders in accordance with the class of director to which each nominee will be assigned. The following six directors were elected by the votes as indicated below.

		For		Withheld		Broker Non-Votes
Cheng Lu		208,949,915		164,765,0191		49,632,604
Mo Chen		208,946,146		164,768,7881		49,632,604
James Lu		209,109,928		164,605,0061		49,632,604
Zhen Tao		209,158,316		164,556,6181		49,632,604
Albert Schultz		348,895,0191		24,819,915		49,632,604
Jianan Hao		209,021,652		164,693,2821		49,632,604

The totals above include the 240,000,000 votes represented by the Class B shares of Common Stock. 12,000,000 shares of Class B Common Stock (representing 120,000,00 votes) were voted "FOR" and 12,000,000 shares of Class B Common stock (representing 120,000,00 votes) were voted "WITHHELD" for each of the Directors other than Albert Schultz. All shares of Class B Common Stock were voted "FOR" the election of Albert Schultz. Excluding the 240,000,000 votes from the 24,000,000 shares of Class B Common Stock from the totals above, the 183,347,538 shares of Class A Common Stock were voted as indicated below.

		For		Withheld		Broker Non-Votes
Cheng Lu		88,949,915		44,765,019		49,632,604
Mo Chen		88,946,146		44,768,788		49,632,604
James Lu		89,109,928		44,605,006		49,632,604
Zhen Tao		89,158,316		44,556,618		49,632,604
Albert Schultz		108,895,019		24,819,915		49,632,604
Jianan Hao		89,021,652		44,693,282		49,632,604

2.       Amendment to the Company's Restated Certificate of Incorporation to classify the Board of Directors into three classes, with directors in each class to serve staggered three-year terms. Pursuant to the Restated Certificate of Incorporation, Proposal Two must receive the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, since directors representing two-thirds (2/3) of the total number of authorized directors have already approved. The amendment was not approved² by the votes as indicated below:

For		Against1		Abstain		Broker Non-Votes
208,955,668		164,659,652		99,614		49,632,604

Because Proposal Two was not approved, the six directors elected pursuant to Proposal One will serve on the Board for a term which will expire at the 2025 annual meeting of stockholders.

3.       Ratification of the appointment of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The selection was ratified by the votes as indicated below:

For		Against1		Abstain		Broker Non-Votes
255,504,371		155,923,768		11,919,399		-

Note 1: Includes 120,000,000 votes of the 12,000,000 shares of Class B Common Stock held by White Marble LLC and White Marble International Limited (together, the "White Marble Entities") controlled by Dr. Xiaodi Hou.

Note 2: The White Marble Entities have filed an action in the Delaware Court of Chancery seeking a declaratory judgment that the voting agreement between White Marble and Mo Chen is invalid and White Marble, not Mo Chen, controls the vote. White Marble LLC v. Chen, C.A. No. 2024-1208-PAF (Del. Ch.) On December 13, 2024, the Court entered an order that allows the Company to hold the vote on Proposal Two, and ordered that if Proposal Two is not approved at the Annual Meeting but the Court determines in the Action that Mo Chen, not the White Marble Entities, control how the White Marble Entities' Shares are voted, then the White Marble Entities' shares shall be deemed to have been voted in favor of Proposal Two at the Annual Meeting and that such vote shall stand. The vote totals above include the votes of the shares held by the White Marble Entities as voted by the White Marble Entities. If the shares held by the White Marble entities reflected in the totals above are deemed to have been voted in favor of Proposal Two, the Proposal will have passed. Accordingly, if the Court rules in Mo Chen's favor, Proposal Two will be deemed to have passed and the Company would be permitted to amend its Certificate of Incorporation to implement Proposal Two and each of the directors elected pursuant to Proposal One will serve on the Board until the annual meeting of stockholders in accordance with the class of director to which each nominee is assigned.

About CreateAI

CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US, China, and Japan. The company is pioneering the future of digital entertainment content production, seamlessly blending cutting-edge generative AI technology with the creativity of world-class talent. Our mission is to redefine the boundaries of what's possible in digital storytelling by developing immersive, captivating, and visually stunning experiences that resonate with audiences on a global scale.

Investor Relations Contact:
ICR for CreateAI
CreateAI.IR@icrinc.com

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SOURCE CreateAI Holdings Inc

FAQ

What were the key outcomes of CreateAI's (TSPH) 2024 Annual Meeting?

The meeting resulted in the election of six directors, rejection of a Board classification proposal, and ratification of UHY LLP as the independent auditor.

Who are the newly elected directors of CreateAI (TSPH)?

The elected directors are Cheng Lu, Mo Chen, James Lu, Zhen Tao, Albert Schultz, and Jianan Hao, who will serve until the 2025 annual meeting.

What is the ongoing legal dispute affecting TSPH's Board classification proposal?

There's a lawsuit in Delaware Court of Chancery between White Marble entities and Mo Chen regarding voting control, which could potentially affect the outcome of the Board classification proposal.

How many shares were represented at CreateAI's (TSPH) 2024 Annual Meeting?

207,347,538 shares were represented at the meeting, out of 232,618,399 total outstanding shares, constituting a valid quorum.