🧾 What This Document Is

This is a 6-K filing from Pony AI, a company listed on both NASDAQ and the Hong Kong Stock Exchange. It's a formal announcement telling shareholders and the market the official results of three very important meetings they held on April 2, 2026: an Extraordinary General Meeting (EGM) and two separate class meetings for Class A and Class B shareholders. Think of it as the certified minutes from a major company vote.

🏢 What The Company Does

👉 In simple terms, Pony AI builds and operates self-driving vehicles. They're a global leader in making autonomous driving technology a commercial reality, operating Robotaxis and Robotrucks. They were founded in 2016 and have operations in China, Europe, East Asia, and the Middle East. Their ultimate goal is "Autonomous Mobility Everywhere."

🗳️ The Big Vote: What Was Decided

Shareholders voted on 12 different items. Here’s what they approved, in plain English:

1. Corporate Restructuring & Governance:

• ✅ Share Class Redesignation: The company re-designated 20 million shares, resulting in 518,911,230 Class A shares and 81,088,770 Class B shares. 👉 This is like rearranging the company's "ownership buckets" to prepare for future plans.
• ✅ New Company Rulebook: They approved a completely new "Memorandum and Articles of Association" (the company's core governing documents). This was a key item requiring separate votes from Class A and Class B holders.

2. New Employee & Director Incentive Plan (The "2026 Share Scheme"):

• ✅ Adopted a New Plan: Approved the creation of a new share-based incentive scheme for employees and service providers.
• ✅ Set the Limits: Set the total number of shares that can be given out under this new plan, as well as limits for service providers and individuals.
• ✅ Specific Grants to Co-Founders: Crucially, they approved granting 1,400,000 Restricted Share Units (RSUs) to Co-Founder & CEO Dr. Jun Peng and 600,000 RSUs to Co-Founder Dr. Tiancheng Lou. Note: These two were required to abstain from voting on these items, and Class B shares couldn't vote on them either.

3. Financial Flexibility for the Board:

• ✅ Power to Issue New Shares: Gave directors a "general mandate" to issue new shares or ADSs (American Depositary Shares) equal to up to 20% of the company's current total shares. 👉 This gives the company firepower to raise capital or make acquisitions.
• ✅ Power to Buy Back Shares: Granted a mandate to repurchase shares, up to 10% of the total. 👉 This is a tool to return cash to shareholders or support the share price.
• ✅ Combined the Powers: Approved adding any repurchased shares back into the pool available for future issuance.

📊 How the Voting Worked

The voting system is unusual and very important to understand:

• Class A Shares: Get one vote per share.
• Class B Shares: Get ten votes per share. 👉 This means the holders of Class B shares (likely the founders) have significantly more control per share.
• Who Had to Sit Out? The depositary holding shares for a 2016 plan abstained. Founders Dr. Peng and Dr. Lou had to abstain from voting on the resolutions approving their own RSU grants.

The Results: Every single proposed resolution was passed overwhelmingly. The votes "For" ranged from about 94% to 100% of the votes cast.

🔮 What's Next & Why It Matters

With these approvals, Pony AI can now:

1. Implement its new corporate structure and rules.
2. Launch the 2026 Share Scheme to attract and retain talent, which is critical in the competitive autonomous driving industry.
3. Have the financial flexibility to issue shares for growth or buy back shares if it deems it beneficial. 👉 This shareholder vote removes key governance hurdles and empowers the board to execute its strategy for growth and talent retention.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: The vote shows strong shareholder alignment and support for management's plans. The new incentive scheme can help lock in key engineers and executives. The mandates to issue and buy back shares give the company strategic optionality.
• ⚠️ Risks: The dual-class share structure (10-vote Class B shares) concentrates power, which can be a governance risk for outside investors. Issuing new shares can dilute existing shareholders' ownership. The success of the new share scheme depends on the company's performance and share price.

🧠 The Analogy

Pony AI is like a high-tech race car team. This vote was the pit crew and owners all agreeing on the plan: they're reorganizing the garage (restructuring shares and rules), approving a new bonus pool to keep their star drivers and mechanics happy (the 2026 Share Scheme), and giving the team principal the authority to bring in new sponsors (issue shares) or buy back old race cars (repurchase shares) to make the team stronger.

📇 Key Contacts & People

• Dr. Jun Peng: Chairman of the Board and Chief Executive Officer
• Investor Relations Email: [email protected]
• Share Registrar (for meeting scrutiny): Computershare Hong Kong Investor Services Limited

🧩 Final Takeaway

Pony AI's shareholders have given a massive "yes" to management, approving a new incentive plan to fuel talent and granting the board powerful financial tools. This clears the path for the company to focus on commercializing its autonomous driving tech without near-term governance roadblocks.