FARADAY FUTURE INTELLIGENT ELECTRIC INC.
For the period ended May 22, 2026. Filed Apr 28, 2026.
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May 22, 2026 · Filed Apr 28, 2026
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**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
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
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| ☐ | Fee paid previously with preliminary materials. |
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1990 E. Grand Avenue
El Segundo, CA 90245
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 22, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 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 22, 2026 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/FFAI2026. 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 2027 annual meeting of stockholders (such meeting, the “2027 Annual Meeting” and such proposal, the “Director Election Proposal”). |
| 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 the holder of promissory notes (the “Note Purchase Proposal”). |
| 3 | To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the Company’s Class A Common Stock to the holder of certain shares of our preferred stock and warrants (the “Share Issuance Proposal”). |
| 4. | To approve an amendment to the Faraday Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) in order to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 50,492,075 shares (the “Incentive Plan Proposal”). |
| 5. | 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, 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 140,528,448 (approximately 45% of the total outstanding Common Stock), from 312,285,439 shares to 452,813,887 shares, and (ii) the number of authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), by 10,839,269 shares, from 24,087,265 shares to 34,926,534 shares, so that the total number of authorized shares of Company’s Common Stock and the Preferred Stock, from 336,372,704 shares to 487,740,421 shares (the “Share Authorization Proposal”). |
| 6 | To approve an amendment to the Charter to effect a reverse stock split of the issued and outstanding shares of Common Stock by a ratio of up to 1-for-150 (the “Reverse Stock Split”), at the specific ratio to be determined in the discretion of the board of directors of the Company and with such action to be effected at such time and date, if at all, as determined by the board of directors of the Company within one year after the conclusion of the Annual Meeting (the “Reverse Stock Split Proposal”). |
| 7. | To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the enclosed proxy statement (the “Say-on-Pay Proposal”); |
| 8. | To select, on a non-binding, advisory basis, the frequency of conducting future stockholder advisory votes on named executive officer compensation (which will be either every year, every two years or every three years) (the “Say-on-Frequency Proposal”); and |
| 9. | 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 7, and “THREE YEARS” FOR PROPOSAL 8.
This Notice of Annual Meeting, the accompanying Proxy Statement and the form of proxy are first being mailed on or about April 28, 2026 to stockholders of record as of April 15, 2026 (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, 2026.
By Order of the Board of Directors
/s/ Matthias Aydt
Matthias Aydt Global Co-Chief Executive Officer El Segundo, 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 | 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 | 15 |
| Guidelines for Selecting Director Nominees | 17 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Attendance at Annual Meetings of Stockholders by the Board | 18 |
| Corporate Governance Guidelines | 18 |
| Code of Business Conduct and Ethics | 18 |
| Prohibition on Hedging and Pledging of Company Securities | 18 |
| Stock Ownership Guidelines | 19 |
| Management Succession Planning | 19 |
| Board Succession Planning | 19 |
| Annual Board, Committee and Individual Director Evaluation | 19 |
| Stockholder and Interested Party Communications with the Board | 19 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 21 |
| Certain Relationships and Related Person Transactions | 21 |
| Procedures with Respect to Review and Approval of Related Person Transactions | 28 |
| PAY VERSUS PERFORMANCE | 29 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 |
| DELINQUENT SECTION 16(A) REPORTS | 33 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 34 |
| PROPOSAL 2: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK TO THE HOLDER OF CERTAIN OF OUR PROMISSORY NOTES | 36 |
| General | 36 |
| Voting Requirements | 39 |
| Recommendation | 39 |
i
| PROPOSAL 3: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK TO THE HOLDER OF CERTAIN SHARES OF OUR PREFERRED STOCK AND WARRANTS | 40 |
|---|---|
| Background | 40 |
| Voting Requirements | 42 |
| Recommendation | 42 |
| PROPOSAL 4: APPROVAL OF THE INCENTIVE PLAN PROPOSAL | 43 |
| Proposal | 50 |
| Voting Requirements | 50 |
| Recommendation | 50 |
| PROPOSAL 5: APPROVAL OF THE SHARE AUTHORIZATION PROPOSAL | 51 |
| Proposal | 52 |
| Voting Requirements | 52 |
| Recommendation | 52 |
| Proposal 6: Approval of REVERSE STOCK SPLIT Proposal | 53 |
| Proposal | 58 |
| Voting Requirements | 58 |
| Recommendation | 58 |
| PROPOSAL 7: APPROVAL OF THE SAY-ON-PAY PROPOSAL | 59 |
| Voting Requirements | 59 |
| Recommendation | 59 |
| PROPOSAL 8: APPROVAL OF THE SAY-ON-FREQUENCY PROPOSAL | 60 |
| Voting Requirements | 60 |
| Recommendation | 60 |
| PROPOSAL 9: APPROVAL OF THE ADJOURNMENT PROPOSAL | 61 |
| Proposal | 61 |
| Voting Requirements | 61 |
| Recommendation | 61 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 62 |
| 2025 Compensation of Named Executive Officers | 62 |
| Summary Compensation Table – Fiscal 2025 | 64 |
| Employment Agreements, Offer Letters and Other Compensatory Agreements | 66 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 70 |
| Description of Retirement Plans | 71 |
| Director Compensation Table — Fiscal 2025 | 71 |
| Non-Employee Director Compensation Policy | 72 |
| EQUITY COMPENSATION PLAN INFORMATION | 73 |
| STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 74 |
| OTHER MATTERS | 75 |
| ANNEX A: TENTH CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FARADAY FUTURE INTELLIGENT ELECTRIC INC. | A-1 |
| ANNEX B: ELEVENTH 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. THIRD AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN | C-1 |
ii
**1990 E. Grand Avenue
El Segundo, CA 90245
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 22, 2026
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.