Phoenix Motor (PEVM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 21, 2025, to address director elections, auditor ratification, executive compensation, equity plan amendment, and a reverse stock split.

• Five directors are nominated for one-year terms; all are current board members with diverse backgrounds in finance, operations, and technology.

• Proposals include increasing shares under the 2021 Equity Incentive Plan to 20% of outstanding shares and authorizing a reverse stock split (1-for-5 to 1-for-10) to maintain Nasdaq listing.

• EdisonFuture, Inc. and PACT, together with affiliates, own 38.1% of shares and are expected to vote in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: elect five directors, ratify CBIZ, Inc. as auditor, advisory vote on executive compensation, amend equity plan, authorize reverse stock split, and transact other business.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 3, 2025, are eligible to vote; voting can be done in person, by proxy card, telephone, or Internet.

• Stockholder proposals for the 2025 meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

• Board consists of five members: two executives and three independent directors.

• Board diversity includes both gender and professional backgrounds; two female and three male directors.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all chaired by independent directors.

• No formal policy on combining CEO and Chairman roles; current CEO also serves as Chairman.

• Annual board evaluation and director nomination process considers diversity, experience, and skills.