FARADAY FUTURE INTELLIGENT ELECTRIC INC.
For the period ended Jul 31, 2024. Filed Jul 5, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 31, 2024 · Filed Jul 5, 2024
Use the contents to explore the available documents and sections.
FFAI$0.30-7.2%Stored close · as of Nov 6, 2026
Contents
Table of Contents
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | i |
| INTRODUCTION | 1 |
| INFORMATION ABOUT THE ANNUAL MEETING | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 11 |
| Background and Qualifications | 11 |
| Director Nominees | 11 |
| Voting Requirements | 13 |
| Recommendation | 13 |
| CORPORATE GOVERNANCE | 14 |
| Board Composition | 14 |
| Board Leadership Structure | 14 |
| Independence of Directors | 15 |
| Risk Oversight | 15 |
| Board Meetings and Committees | 16 |
| Guidelines for Selecting Director Nominees | 18 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Board Diversity Matrix | 19 |
| Attendance at Annual Meetings of Stockholders by the Board | 19 |
| Corporate Governance Guidelines | 19 |
| Code of Business Conduct and Ethics | 19 |
| Prohibition on Hedging and Pledging of Company Securities | 19 |
| Stock Ownership Guidelines | 20 |
| Management Succession Planning | 20 |
| Board Succession Planning | 20 |
| Annual Board, Committee and Individual Director Evaluation | 20 |
| Stockholder and Interested Party Communications with the Board | 20 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 21 |
| Certain Relationships and Related Party Transactions | 21 |
| Procedures with Respect to Review and Approval of Related Person Transactions | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| DELINQUENT SECTION 16(A) REPORTS | 33 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 34 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF MGO AS FF’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 35 |
| Change in Independent Registered Public Accounting Firm | 35 |
| Principal Accounting Fees and Services | 35 |
| Pre-Approval Policy | 36 |
| Voting Requirements | 36 |
| Recommendation | 36 |
| AUDIT COMMITTEE REPORT | 37 |
| PROPOSAL 3: APPROVAL OF THE SHARE AUTHORIZATION PROPOSAL | 38 |
| Proposal | 38 |
| Voting Requirements | 38 |
| Recommendation | 39 |
iii
| Page | |
|---|---|
| PROPOSAL 4: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL | 40 |
| Reasons for Reverse Stock Split Proposal | 40 |
| Reasons for the Authorized Shares Reduction | 42 |
| Certain Risks Associated with the Reverse Stock Split | 42 |
| If the Reverse Stock Split Proposal is Not Approved | 43 |
| If the Reverse Stock Split Proposal is Approved | 43 |
| Reservation of Right to Abandon Reverse Stock Split | 46 |
| Interests of Directors and Executive Officers | 46 |
| Proposal | 46 |
| Voting Requirements | 46 |
| Recommendation | 46 |
| PROPOSAL 5: APPROVAL OF THE 2021 PLAN PROPOSAL | 47 |
| Request for Additional Shares of Class A Common Stock | 47 |
| Purpose of the 2021 Plan | 47 |
| Description of the 2021 Plan | 47 |
| Federal Income Tax Consequences | 52 |
| New Plan Benefit | 53 |
| Historical Equity Awards Table | 54 |
| Equity Compensation Plan Information | 54 |
| Proposal | 54 |
| Voting Requirements | 54 |
| Recommendation | 54 |
| PROPOSAL 6: ADJOURNMENT PROPOSAL | 55 |
| Proposal | 55 |
| Voting Requirements | 55 |
| Recommendation | 55 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 56 |
| 2023 Compensation of Named Executive Officers | 56 |
| Summary Compensation Table — Fiscal 2023 | 57 |
| Employment Agreements, Offer Letters and Other Compensatory Agreements | 58 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 60 |
| Description of Retirement Plans | 62 |
| Director Compensation Table — Fiscal 2023 | 62 |
| Non-Employee Director Compensation Policy | 63 |
| EQUITY COMPENSATION PLAN INFORMATION | 64 |
| STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 65 |
| OTHER MATTERS | 66 |
| ANNEX A: THIRD CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC. | A-1 |
| ANNEX B: FOURTH CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC. | B-1 |
| ANNEX C: Faraday Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive PlaN | C-1 |
iv
18455 S. Figueroa Street
Gardena, California 90248
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 31, 2024
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.