Phoenix Motor Inc.

12/23/2025 | Press release | Distributed by Public on 12/23/2025 16:29

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 23, 2025, Phoenix Motor Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The holders of 10,642,359 shares of Common Stock, or approximately 82.38% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 1, 2025. The following is a brief description of each matter voted upon and the final voting results for each matter.

1. Election of Directors

Stockholders elected the Company's five nominees for directors each to serve for a term of one year or until their respective successor is elected and qualified. The voting results were as follows:

For Withheld
Xiaofeng Denton Peng 7,459,569 1,312,537
HoongKhoeng Cheong 7,460,788 1,311,318
Julia Yu 7,460,466 1,311,640
Yongmei (May) Huang 7,460,533 1,311,573
James Young 7,461,024 1,311,082

2. Ratification of Auditors

Stockholders approved and ratified the appointment of Summit Group CPAs to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:

For Against Abstain Broker Non-Votes
9,418,136 1,221,179 3,044 N/A

3. Reverse Stock Split and Charter Amendment

Stockholders approved a proposal to authorize the Company's Board of Directors, at its discretion, to approve (i) the reverse stock split of the Common Stock at a ratio of up to 1-for-10 shares, with such ratio to be determined by the Board of Directors, for the primary purpose of meeting the minimum bid price and other quantitative requirements for the Company's listing on the Nasdaq Stock Market and (ii) the amendment of the Company's certificate of incorporation to reflect the reverse stock split. The voting results were as follows:

For Against Abstain Broker Non-Votes
8,581,930 2,060,138 287 0

4. Ratification of Bylaw Amendment to Reduce the Quorum Requirement for Shareholder Meetings

Stockholders ratified a proposal to amend the bylaws of the Company to reduce the quorum requirement for shareholder meetings to one-third (1/3) of the shares entitled to vote. The voting results were as follows:

For Against Abstain Broker Non-Votes
7,424,659 1,342,387 5,060 1,870,253
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