TuSimple : Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

TuSimple Holdings Inc. (the "Company") held its annual meeting of stockholders on December 13, 2023 (the "Annual Meeting"). As of October 23, 2023, the Company's record date, there were a total of 229,890,683 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, holders of 140,898,256 shares of stock issued and outstanding and entitled to vote at the meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the Annual Meeting was present. For more information about the following proposals, see the Company's definitive proxy statement, dated October 30, 2023 (the "Proxy Statement").

The following is a brief description of each matter voted upon at the 2023 Annual Meeting and the number of votes cast for, withheld, or against, the number of abstentions, and the number of broker non-votes with respect to each matter, as applicable.

1.Election of six nominees to serve on the Board of Directors (the "Board") for a term which will expire at the 2024 annual meeting of stockholders. The following six directors were elected by the votes as indicated below:

For	Withheld	Broker Non-Votes
Mo Chen	266,902,722	34,102,883	55,892,651
Cheng Lu	298,666,105	2,339,500	55,892,651
James Lu	275,313,457	25,692,148	55,892,651
Michael Mosier	298,806,462	2,199,143	55,892,651
J. Taylor McGaughey	298,988,567	2,017,038	55,892,651
Zhen Tao	298,895,945	2,109,660	55,892,651

2.The ratification of the appointment of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The selection was ratified by the votes as indicated below:

For	Against	Abstain	Broker Non-Votes
354,411,323	671,645	1,815,288	-

3.The advisory approval of the Company's frequency of the non-binding advisory vote on executive compensation. The advisory approval was obtained by the votes as indicated below:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
299,167,090	58,538	210,015	1,569,962	55,892,651

Based on the voting results and consistent with the recommendation of the Board as disclosed in the Proxy Statement, the Company will continue to hold non-binding advisory vote on executive compensation every year until the next required non-binding advisory vote on the Company's frequency of the non-binding advisory vote on executive compensation.