Phoenix Motor (PEVM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 21, 2025, to address director elections, auditor ratification, executive compensation, equity plan amendment, and a reverse stock split proposal.

• Shareholders of record as of March 3, 2025, are eligible to vote on these matters, with voting available by proxy, telephone, internet, or in person.

• The Board recommends voting in favor of all proposals, and major shareholders representing 38.1% of shares are expected to support them.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Yu Certified Public Accountant PC as auditor, advisory approval of executive compensation, amending 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.

• Shareholders may also transact other business as may properly come before the meeting.

• Stockholder proposals for the 2025 meeting must be submitted by November 11, 2025.

Board of directors and corporate governance

• Five nominees for director: Xiaofeng Denton Peng, HoongKhoeng Cheong, Julia Yu, Yongmei (May) Huang, and James Young, all with significant industry and management experience.

• Three of five directors are independent under Nasdaq and SEC rules.

• The Board held 12 meetings in 2024, with all directors attending at least 75% of meetings.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The Board values diversity and expertise, with a mix of backgrounds and two female directors.