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). | |
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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
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