Faraday Future Intelligent Electric Inc

This management proposal requests stockholder approval required by Nasdaq Listing Rule 5635(d) to permit the issuance of Class A Common Stock, or securities convertible into Class A Common Stock, upon conversion of senior convertible notes issued pursuant to the May 15, 2026 Securities Purchase Agreement. Management entered into the Purchase Agreement to raise $25 million in senior convertible notes that may convert into shares that, if converted in full, would exceed 20% of the Company’s currently issued and outstanding Class A Common Stock, which triggers Nasdaq approval requirements. The Company’s rationale for seeking approval is regulatory compliance with Nasdaq’s issuance threshold and to enable the financing to function as intended without breaching listing rules. The notes contain typical features including an 8% interest rate payable in-kind in stock subject to conditions, conversion mechanics with a Conversion Price subject to adjustment and a Floor Price, beneficial ownership conversion caps (4.99% default) and an exchange cap tied to the Nasdaq approval. The Company also agreed to file a registration statement covering resale of 200% of the shares issuable under the Notes and keep the registration effective until investors no longer hold Notes or issuable shares, which mitigates resale risk for investors and supports liquidity. The Board’s recommendation to vote FOR is framed around enabling the company to access the committed financing, maintain compliance with Nasdaq rules, and preserve flexibility in addressing liquidity and capital needs; the recommendation emphasizes that without the approval the conversion mechanics could be constrained and the financing may be impaired. Governance considerations include potential dilution to existing holders (including broad conversion features and down-round protection), the presence of investor protections like deposit account control agreements and mandatory redemption on certain defaults, and conversion limitations that somewhat mitigate strategic concentration. From an investor-analyst perspective the proposal is a vote on allowing a potentially dilutive financing that management argues is necessary to support operations and capital structure, balanced against dilution risk and post-conversion ownership and voting-power shifts.

This management proposal asks shareholders to approve a charter amendment to change the company’s legal name to Faraday Future Physical AI Ecosystem Inc., a change the Board has already approved and now seeks to implement subject to stockholder consent. Management frames the change as reflecting the company’s strategic evolution and greater focus on integrating artificial intelligence (AI) into its core technologies—EAI Device systems, EAI Brain and user experiences—and aligning the corporate brand with that strategy and the new ticker symbol (FFAI). The Board notes the name change will not affect stockholder rights but will likely trigger administrative actions such as obtaining a new CUSIP and updating filings and marketing materials. The recommendation to vote FOR is premised on marketing and strategic coherence: management believes the new name better communicates the Company’s direction to customers, partners and investors and supports future product launches. The Company reserves the right to abandon the name change prior to filing the amendment if the Board determines it is not in the Company’s best interest, indicating implementation remains subject to further Board judgment based on business factors, brand recognition and future strategy. From a governance standpoint, the proposal is routine in nature, carries minimal legal or economic effect on shareholder rights, and is characterized as a non-material corporate housekeeping action intended to better reflect corporate positioning. Analysts evaluating this proposal should weigh the branding benefits and potential costs (rebranding, administrative changes) and consider whether the name change materially impacts competitive positioning, investor perception, or strategic clarity. The Board’s recommendation therefore centers on reputational and strategic alignment rather than financial or control implications.

This management proposal asks shareholders to authorize the Company to adjourn the Special Meeting, if necessary, to provide additional time to solicit proxies and attempt to secure approval of one or more proposals. The practical purpose is to give the Board and management flexibility to continue outreach and solicitation activities if votes at the convened meeting are insufficient or if the chairperson in good faith deems additional time appropriate—thereby avoiding a single failed vote outcome when additional solicitation might change results. Management’s recommendation to vote FOR is based on standard meeting-management practice: adjournment authority prevents the meeting from being terminated without action and allows the company to attempt to assemble sufficient votes. Governance considerations include that adjournments can be used strategically to re-solicit votes and potentially change outcomes, which may be beneficial to management-backed proposals but can be perceived by some investors as delaying finality; the proxy statement explicitly discloses this. The proposal is routine under exchange rules and typically has minimal long-term substantive effect on corporate governance; it primarily affects the process and timing of the meeting. For investors, the vote is a procedural authorization balancing efficient meeting administration and the potential for management to use extra time to influence undecided or previously opposing shareholders. Overall, the Board frames the authorization as a pragmatic tool to ensure that, if appropriate, the Company can secure the necessary approvals without having to re-call another meeting.