PHOENIX MOTOR INC. 8-K

What Happened

• Phoenix Motor Inc. (PEVM) held its 2025 Annual Meeting of Stockholders on December 23, 2025. Holders of 10,642,359 shares (≈82.38% of outstanding voting shares) were represented.
• Stockholders elected all five board nominees (Xiaofeng Denton Peng, HoongKhoeng Cheong, Julia Yu, Yongmei (May) Huang, James Young) to one-year terms.
• Shareholders ratified Summit Group CPAs as the independent registered public accounting firm for fiscal 2025, approved a board-authorized reverse stock split of up to 1-for-10 (and related charter amendment) to help meet Nasdaq listing requirements, and ratified a bylaw amendment lowering the shareholder meeting quorum to one-third of voting shares.

Key Details

• Shares represented at meeting: 10,642,359 (≈82.38%).
• Director election votes (For / Withheld):
  • Xiaofeng Denton Peng: 7,459,569 / 1,312,537
  • HoongKhoeng Cheong: 7,460,788 / 1,311,318
  • Julia Yu: 7,460,466 / 1,311,640
  • Yongmei (May) Huang: 7,460,533 / 1,311,573
  • James Young: 7,461,024 / 1,311,082
• Auditor ratification: For 9,418,136; Against 1,221,179; Abstain 3,044.
• Reverse split authorization (up to 1-for-10): For 8,581,930; Against 2,060,138; Abstain 287. Filing states primary purpose is to meet minimum bid price and other Nasdaq requirements.
• Bylaw amendment to reduce quorum to 1/3: For 7,424,659; Against 1,342,387; Abstain 5,060; Broker non-votes 1,870,253.

Why It Matters

• The board election and auditor ratification maintain current governance and the company’s audit arrangements for fiscal 2025.
• Approval to authorize a reverse stock split (up to 1-for-10) is specifically aimed at meeting Nasdaq listing requirements; if implemented, a reverse split would reduce share count and raise per‑share price, which can affect liquidity and market perception.
• Reducing the quorum to one-third makes it easier for future shareholder votes to proceed, potentially lowering the share participation needed to approve corporate actions.
• These are procedural and governance actions disclosed for investors to understand potential changes to share structure and listing status — no financial results or management changes were reported in this filing.