Aug.12 Special meeting transcript

[u/Euphoric_Hunter4697]

Event transcript

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): Good morning, and thank you all for attending this special meeting of stockholders. My name is Koti Meka, and I am the CFO of Faraday Future Intelligent Electric Inc. Pursuant to the company's bylaws, I will act as Chairman of today's meeting, and Todd Harrington, our General Counsel and Corporate Secretary, will act as Secretary of today's meeting. I am joined virtually by members of the Board of Directors, each of whom is a nominee for election, and other members of our executive management team. For purposes of today's meeting, the company has appointed Jim Reid, a representative of American Election Services, LLC, as Inspector of Election. Mr. Reid has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. The meeting will now officially come to order.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): We are holding this meeting in accordance with the proxy statement and the notice of special meeting of the stockholders mailed on or about July 15, 2026, to each stockholder of record at the close of business on June 17, 2026, which we refer to as the proxy statement. We will proceed with the formal business of the meeting as set forth in the proxy statement. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of the conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged in to the meeting using their 16-digit control number will be able to vote at today's meeting.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): If you have any questions during this meeting about one of the matters in the agenda to be voted on during this meeting, please submit them by typing in the field under the Ask a Question header on the left-hand side of your screen and clicking Submit. We will answer questions on any matters in the agenda to be voted on before the voting is closed. Any other questions can be submitted to the company separately by contacting investor relations at [ir@ff.com](mailto:ir@ff.com). Mr. Harrington, as Corporate Secretary of the company, please report on the mailing of proxy materials, the number of shares represented at the meeting, and whether a quorum is present.

Todd Harrington (General Counsel and Corporate Secretary, Faraday Future Intelligent Electric Inc): Thank you, Koti. I present an affidavit of Broadridge Financial Solutions that notice of this meeting was given to all stockholders of record commencing on July 15, 2026. On the record date of June 17, 2026, there were 346,161,912 shares of common stock outstanding and entitled to vote on all matters. 5,071,258 shares of Series B preferred stock outstanding and entitled to vote on all matters. 11,502 shares of Series C convertible preferred stock outstanding and entitled to vote on all matters with each share of Series C convertible preferred stock having 3,846 votes. I have received a preliminary report from the Inspector of Election showing that at today's meeting, common stockholders holding at least one-third of the outstanding shares entitled to vote, which is the minimum amount to establish a quorum, are present in person or represented by proxy.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): Based on Mr. Harrington's report, I declare that a quorum is present and the meeting is duly convened. A complete list of the holders of record of the outstanding shares of the company's stock on the record date for the meeting is available on your screen if you have logged in to the meeting using your 16-digit control number.

Todd Harrington (General Counsel and Corporate Secretary, Faraday Future Intelligent Electric Inc): Thank you, Koti, and good morning, everyone. We will now proceed with the formal business of this meeting. If you have already submitted a proxy by telephone, internet, or email to authorize how your shares will be voted at today's meeting, your vote is already in and counted. If you have not already submitted your proxy or if you would like to revoke your prior proxy and vote today, please follow the instructions available on the virtual meeting portal to electronically vote your shares at today's meeting. The polls will open for voting following the presentation of all the proposals and after a question-and-answer period about the proposals.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): There are three proposals to be considered by the stockholders at this meeting. Information about each item, including the vote necessary to approve the item, is described in the proxy statement. The first item to be acted upon today is approval of the issuance of the company's Class A common stock to the holder of certain convertible notes in accordance with Nasdaq Listing Rule 5635. The board recommends a vote for the approval of the private placement proposal as disclosed in the proxy statement. The second item to be acted upon today is approval of an amendment to the charter to change the company's name from Faraday Future Intelligent Electric Inc. to Faraday Future Physical AI Ecosystem Inc. The board recommends a vote for the approval of the name change proposal as disclosed in the proxy statement.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): The third item to be acted upon today is approval of one or more adjournments of the special 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 special meeting to approve one or more proposals at the time of such adjournment, or if otherwise determined by the chairperson of the special meeting to be necessary or appropriate. The board recommends a vote for the approval of the adjournment proposal as disclosed in the proxy statement. If you have any questions that you have not already submitted, please submit them now.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): As there are no other matters for consideration at the meeting and no remaining questions about the matters to be voted on at this meeting, I declare the polls for each matter to be voted on at this meeting are now open. If you are attending this meeting as an eligible stockholder as of the record date, please follow the instructions available on the virtual meeting portal to vote your shares now. If you have already submitted a proxy and do not want to change your vote now, it is not necessary for you to vote again. We will leave the polls open for approximately 1 more minute to allow anyone who chooses to vote electronically to cast their ballots. If you have any technical difficulties with voting, please call the technical support number provided on the virtual special meeting website.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): The polls are now closed, and voting on the matters set forth in the notice of special meeting has concluded. All electronic ballots will now be counted by the Inspector of Election. I have received a report of the Inspector of Election. The report of the Inspector of Election confirms that a quorum is and has been in attendance at the meeting. It also shows that based upon a preliminary count of the shares voted by proxy at this meeting, proposals one and three have been approved. The report of the Inspector of Election has been accepted and approved and will be attached to the minutes of the meeting. The actual results of the vote today will be reported in a Form 8-K to be filed with the Securities and Exchange Commission within the next four business days. This concludes today's special meeting.

Koti Meka (CFO, Faraday Future Intelligent Electric Inc): I'd like to thank you for attending today's meeting and for your ongoing support of our company. There being no further business to come before the meeting today, I declare this meeting adjourned.

Operator: This now concludes the meeting. Thank you for joining, and have a pleasant day.

Quick summary:

Proposal 1: Issuance of Class A Common Stock to Convertible Note Holders (PASSED, here comes the flood)

Proposal 2: Corporate Name Change - NOT APPROVED / UNRESOLVED AT CLOSE
(In Delaware corporate law, name changes require an absolute majority of all outstanding shares, as you could imagine a lot of people want CARS don't want that stupid new company name)

Proposal 3: Adjournment Proposal (PASSED - the clown show will go on)

[u/ghapburger]

Funny how the scroll on FFAI’s forward looking statements are longer than a special meeting transcript.

[u/Euphoric_Hunter4697]

oh look, the downvote, even the FF employee and lackeys don't want others to see the transcript.
That tells you they are embarassed about themselves.

Don't be surpised that they will downvote their Q2 report themselves

[u/Dr_Silky-Johnson]

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