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): June 9, 2022
TuSimple Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40326 | 86-2341575 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
9191 Towne Centre Drive, Suite 600
San Diego, CA 92122
(Address of principal executive offices, including zip code)
(619) 916-3144
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, par value $0.0001 per share | TSP | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) | ||||||||||||
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).
Emerging growth company ☒
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. | ||||
TuSimple Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 9, 2022. The Company’s stockholders voted on the election of five (5) of its existing directors to serve until the annual meeting of stockholders to be held in 2023 or until their successors are duly elected and qualified and the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. At the beginning of the Annual Meeting, there were 104,683,326 shares of Class A common stock and 24,000,000 shares of Class B common stock present or represented by proxy at the Annual Meeting, which represented 78.51% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 12, 2022 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the Record Date.
The final voting results were as follows:
1.With respect to the election of the five (5) nominees as directors of the Company, the votes were cast for the nominees as set forth opposite their names below:
| Votes For | Votes Withheld | Broker Non Votes | |||||||||
| Xiaodi Hou | 294,885,766 | 8,475,393 | 41,322,169 | ||||||||
| Brad Buss | 289,234,375 | 14,126,784 | 41,322,169 | ||||||||
| Karen C. Francis | 293,431,741 | 9,929,418 | 41,322,169 | ||||||||
| Michelle Sterling | 293,551,696 | 9,809,463 | 41,322,169 | ||||||||
| Reed Werner | 303,068,798 | 292,361 | 41,322,169 | ||||||||
2.With respect to the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, the votes were cast as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 344,139,431 | 93,292 | 450,605 | N/A | ||||||||
| SIGNATURES | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TuSimple Holdings Inc. | ||||||||
| By: | /s/ James Mullen | |||||||
| James Mullen | ||||||||
| Chief Administrative and Legal Officer | ||||||||
Dated: June 13, 2022