FARADAY FUTURE INTELLIGENT ELECTRIC INC.
For the period ended May 28, 2025. Filed Apr 28, 2025.
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May 28, 2025 · Filed Apr 28, 2025
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DEF 14A 1 ea0239794-def14a_faraday.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
**FARADAY FUTURE INTELLIGENT ELECTRIC INC.
**(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
**FARADAY FUTURE INTELLIGENT ELECTRIC INC.
18455 S. Figueroa Street
Gardena, California 90248
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (including any adjournment, postponement or rescheduling thereof, the “Annual Meeting”) of Faraday Future Intelligent Electric Inc., a Delaware corporation (“FF” or the “Company”), which will be held on May 28, 2025 at 9:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format only, via live audio webcast. Stockholders will not be able to attend the Annual Meeting in person. To attend the Annual Meeting, please visitwww.virtualshareholdermeeting.com/FFAI2025. The live audio webcast will begin promptly at 9:00 a.m. Pacific Time, with online access beginning at 8:45 a.m. Pacific Time. If you plan to attend the Annual Meeting, please refer to the attendance and registration information in the accompanying proxy statement (the “Proxy Statement”).
The Annual Meeting will be held for the purpose of voting upon the following proposals (each of which is a “Proposal” and, together, the “Proposals”):
| 1. | To elect five directors named in the accompanying Proxy Statement to hold office until the 2026 annual meeting of stockholders. |
| 2. | To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) to holders of certain convertible notes and warrants (the “Private Placement Proposal”). |
| 3. | To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to increase (i) the number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”), by 38,000,000, from 129,245,313 shares to 167,245,313 shares, and (ii) the number of authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), by 2,900,000 shares, from 10,000,000 shares to 12,900,000 shares, so that the total number of authorized shares of Company’s Common Stock and the Preferred Stock, from 139,245,313 shares to 180,145,313 shares (the “Share Authorization Proposal”). |
| 4. | To approve an amendment to the Company’s Charter to change the Company’s name from Faraday Future Intelligent Electric Inc. to Faraday Future AI Electric Vehicle Inc. (the “Name Change Proposal”). |
| 5. | To approve one or more adjournments of the Annual Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Annual Meeting to approve one or more Proposals at the time of such adjournment or if otherwise determined by the chairperson of the Annual Meeting to be necessary or appropriate (the “Adjournment Proposal”). |
Other business will be transacted as may properly come before the Annual Meeting.
Each Proposal is more fully described in the Proxy Statement accompanying this notice.THE BOARD RECOMMENDS VOTING “FOR” EACH OF PROPOSALS 1 THROUGH 5.
This Notice of Annual Meeting, the accompanying Proxy Statement and the form of proxy are first being mailed on or about April 29, 2025 to stockholders of record as of April 17, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTE INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED.
You may cast your vote over the Internet, by telephone or by completing and mailing the enclosed proxy card by following the instructions on the proxy card. Signing and returning the proxy card or submitting your proxy by Internet or telephone in advance of the Annual Meeting will not prevent you from voting at the Annual Meeting if you attend virtually, but will assure that your vote is counted if you are unable to attend the Annual Meeting. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting.
If you have any questions or need assistance voting, please contact our proxy solicitor:
Georgeson LLC
51 West 52 nd Street, 6 th Floor
New York, NY 10019
Phone: 1-866-295-8105 (toll-free within the United States) or 1-781-575-2137 (outside of the United States)
Email: Faraday@georgeson.com
This 28 th day of April, 2025.
By Order of the Board of Directors
/s/ Matthias Aydt
Matthias Aydt Global Chief Executive Officer Gardena, California
Proxy Statement
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
| INTRODUCTION | 1 |
| INFORMATION ABOUT THE ANNUAL MEETING | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 10 |
| Background and Qualifications | 10 |
| Director Nominees | 10 |
| Voting Requirements | 12 |
| Recommendation | 12 |
| CORPORATE GOVERNANCE | 13 |
| Board Composition | 13 |
| Board Leadership Structure | 13 |
| Independence of Directors | 13 |
| Risk Oversight | 14 |
| Board Meetings and Committees | 14 |
| Guidelines for Selecting Director Nominees | 16 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Attendance at Annual Meetings of Stockholders by the Board | 17 |
| Corporate Governance Guidelines | 17 |
| Code of Business Conduct and Ethics | 17 |
| Prohibition on Hedging and Pledging of Company Securities | 17 |
| Stock Ownership Guidelines | 17 |
| Management Succession Planning | 18 |
| Board Succession Planning | 18 |
| Annual Board, Committee and Individual Director Evaluation | 18 |
| Stockholder and Interested Party Communications with the Board | 18 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 19 |
| Certain Relationships and Related Party Transactions | 19 |
| Procedures with Respect to Review and Approval of Related Person Transactions | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| DELINQUENT SECTION 16(A) REPORTS | 26 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 27 |
| PROPOSAL 2: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK TO HOLDERS OF CERTAIN OF OUR CONVERTIBLE NOTES AND WARRANTS | 29 |
| PROPOSAL 3: APPROVAL OF THE SHARE AUTHORIZATION PROPOSAL | 34 |
| Proposal | 35 |
| Voting Requirements | 35 |
| Recommendation | 35 |
| Proposal 4: Approval of NAME CHANGE Proposal | 36 |
| Proposal | 36 |
| Voting Requirements | 36 |
| Recommendation | 36 |
| PROPOSAL 5: APPROVAL OF THE ADJOURNMENT PROPOSAL | 37 |
| Proposal | 37 |
| Voting Requirements | 37 |
| Recommendation | 37 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 38 |
| 2024 Compensation of Named Executive Officers | 38 |
| Summary Compensation Table – Fiscal 2024 | 39 |
| Employment Agreements, Offer Letters and Other Compensatory Agreements | 40 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 45 |
| Description of Retirement Plans | 46 |
| Director Compensation Table — Fiscal 2024 | 47 |
| Non-Employee Director Compensation Policy | 47 |
| EQUITY COMPENSATION PLAN INFORMATION | 48 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 49 |
| OTHER MATTERS | 50 |
| ANNEX A: SIXTH CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC. | A-1 |
| ANNEX B: SEVENTH CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC. | B-1 |
i
**18455 S. Figueroa Street
Gardena, California 90248
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2025
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.