UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 18, 2021, the board of directors (the “Board”) of TuSimple Holdings Inc. (the “Company”), increased the size of the Board from seven to eight directors and appointed Michelle Sterling to fill the newly created vacancy, effective immediately. Ms. Sterling will serve until the Company’s 2022 annual meeting of stockholders and until her successor is elected and qualified, or sooner in the event of her death, resignation or removal. In connection with Ms. Sterling’s appointment, the Board appointed Ms. Sterling as a member and chair of the Compensation Committee of the Board. The Board has determined that Ms. Sterling meets the requirements for independence under the applicable listing standards of The Nasdaq Stock Market and the Securities Exchange Act of 1934, as amended.
Ms. Sterling will be entitled to receive compensation in accordance with the Company’s Non-Employee Director Compensation Program as described in the section entitled “Executive Compensation—Director Compensation” in the Company’s final prospectus dated April 14, 2021 filed with the U.S. Securities and Exchange Commission on April 16, 2021 in connection with the Company’s initial public offering. Ms. Sterling will also enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Sterling and any other persons pursuant to which she was elected as a member of the Board. There are no family relationships between Ms. Sterling and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Ms. Sterling is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated October 19, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
2
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/ Laura Donald | |
| Name: | Laura Donald | |
| Title: | Secretary | |
Dated: October 19, 2021
3
Exhibit 99.1
TuSimple Appoints Michelle Sterling to its Board of Directors
Sterling was previously the Chief Human Resources Officer for Qualcomm
SAN DIEGO, October 19, 2021 — TuSimple (Nasdaq: TSP), a San Diego-based global self-driving technology company, today announced the appointment of Michelle Sterling to its Board of Directors as an Independent Director. Sterling will also serve as Chairperson of its Compensation Committee.
Sterling is the former Executive Vice President of Human Resources and Chief Human
Resources Officer for Qualcomm, the world’s leading wireless communications
technology company. Throughout her 25-year tenure with the company, Sterling led Qualcomm’s 33,000 employees through complex business transactions including acquisitions, joint ventures and divestitures, large-scale integration planning and significant international growth.
“Michelle is an expert in navigating the changing global technology landscape and its implications on talent,” said Cheng Lu, President and CEO at TuSimple. “Her expertise will bring tremendous value to TuSimple and help us continue to attract and develop high caliber talent as we bring our autonomous freight capacity to market at scale.”
Sterling was also a member of Qualcomm’s executive committee working closely with its Board of Directors, and currently serves on the Board of Directors, Governance and Compensation and Human Capital Committees for Digital Turbine (NASDAQ: APPS), an application and content delivery platform.
“I’m honored to be joining TuSimple’s Board of Directors during this exciting time of expansion and innovation,” said Sterling. “The trucking industry is ripe with opportunity, and I’m looking forward to working alongside TuSimple and my fellow Board members to bring the most reliable, low-cost freight solution to market while setting a new standard for safety and efficiency.”
About TuSimple
TuSimple is a global autonomous driving technology company, headquartered in San Diego, California, with operations in Arizona, Texas, Europe, and China. Founded in 2015, TuSimple is developing a commercial-ready Level 4 (SAE) fully autonomous driving solution for long-haul heavy-duty trucks. TuSimple aims to transform the $4 trillion global truck freight industry through the company’s leading proprietary AI technology, which makes it possible for trucks to see 1,000 meters away, operate nearly continuously and consume 10% less fuel than manually driven trucks. Visit us at www.tusimple.com
Media Contact
Jessica Arciero
jessica.arciero@tusimple.ai
Investor Relations Contact
James Mann
james.mann@tusimple.ai
Document and Entity Information |
Oct. 18, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001823593 |
| Document Type | 8-K |
| Document Period End Date | Oct. 18, 2021 |
| Entity Registrant Name | TuSimple Holdings Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40326 |
| Entity Tax Identification Number | 86-2341575 |
| Entity Address, Address Line One | TuSimple Holdings Inc. |
| Entity Address, Address Line Two | 9191 Towne Centre Drive |
| Entity Address, Address Line Three | Suite 600 |
| Entity Address, City or Town | San Diego |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92122 |
| City Area Code | (619) |
| Local Phone Number | 916-3144 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, par value $0.0001 |
| Trading Symbol | TSP |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |