Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2025

Phoenix Motor Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41414

85-4319789

(State or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1500 Lakeview Loop

Anaheim, CA

92807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (909) 987-0815

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0004 per share		PEV		The Nasdaq Stock Market LLC

☒	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 18, 2025, Phoenix Motor Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of 23,319,202 shares of Common Stock, or approximately 50.7% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 11, 2025, as amended by the revised proxy statement filed on April 1, 2025. The following is a brief description of each matter voted upon and the final voting results for each matter.

1. Election of Directors

Stockholders elected the Company’s five nominees for directors each to serve for a term of one year or until their respective successor is elected and qualified. The voting results were as follows:

	For		Withheld
Xiaofeng Denton Peng		23,227,909		91,293
HoongKhoeng Cheong		23,227,759		91,443
Julia Yu		23,225,022		94,180
Yongmei (May) Huang		23,224,895		94,307
James Young		23,224,673		94,529

2. Ratification of Auditors

Stockholders approved and ratified the appointment of Yu Certified Public Accountant PC to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
23,214,568		16,217		88,417		N/A

3. Advisory Say-on-Pay Resolution

Stockholders approved on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
21,671,742		1,604,515		42,945		0

4. 2021 Equity Incentive Plan Amendment

Stockholders approved an amendment to the Company’s 2021 Omnibus Incentive Plan (the “Plan”) to increase the total number of shares of Common Stock authorized for issuance under the Plan to equal to 20% of the Company’s outstanding shares of Common Stock on a fully diluted basis. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
20,215,839		1,710,508		1,392,855		0

5. Reverse Stock Split and Charter Amendment

Stockholders approved a proposal to authorize the Company’s Board of Directors, at its discretion, to approve (i) the reverse stock split of the Common Stock with a ratio in the range between and including 1-for-1.5 and 1-for-5 shares, with such ratio to be determined by the Board of Directors, for the primary purpose of maintaining the Company’s listing on Nasdaq and (ii) the amendment of the Company’s certificate of incorporation to reflect the reverse stock split. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
22,157,032		1,154,784		7,386		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2025	PHOENIX MOTOR INC.

	By:	/s/ Xiaofeng Denton Peng
	Name:	Xiaofeng Denton Peng
	Title:	Chief Executive Officer and Chairman of the Board

Cover	Apr. 18, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 18, 2025
Entity File Number	001-41414
Entity Registrant Name	Phoenix Motor Inc.
Entity Central Index Key	0001879848
Entity Tax Identification Number	85-4319789
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1500 Lakeview Loop
Entity Address, City or Town	Anaheim
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92807
City Area Code	(909)
Local Phone Number	987-0815
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0004 per share
Trading Symbol	PEV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false