Lucid stockholders approved every item on the ballot at the company’s 2026 annual meeting, an outcome shaped decisively by majority owner the Public Investment Fund (PIF) of Saudi Arabia.
The virtual meeting took place on June 4, with results disclosed in a regulatory filing on Friday, marking Lucid‘s first annual meeting under CEO Silvio Napoli, who assumed the role on June 1.
Stockholders elected nine directors, ratified KPMG as auditor for 2026, endorsed executive pay on an advisory basis and approved an expanded 2021 equity incentive plan.
None of the outcomes was in doubt as PIF, which holds its stake through Ayar Third Investment Company, controls a majority of Lucid‘s shares and the votes to carry any routine proposal on its own.
A Vote Shaped by PIF
PIF’s grip on Lucid is both financial and structural.
As of April 28, the fund’s combined holdings reached 280,992,324 shares, or about 56.85% of Lucid‘s common stock, according to securities filings.
The stake includes direct common shares, holdings through Ayar and several series of convertible preferred stock.
At the meeting, PIF’s common shares voted alongside its Series A and Series B convertible preferred, which carry votes on an as-converted basis.
On the April 6 record date, those preferred shares alone represented 53,132,446 votes within an aggregate 383,277,121 eligible.
With a majority of the voting power, PIF could approve the directors, the pay package and the equity plan without support from any other holder.
PIF’s influence also runs through the boardroom.
Chairman Turqi Alnowaiser, who has led the Lucid board since April 2023, serves as Deputy Governor and Head of the International Investments Division at the fund.
The Four Proposals
All nine director nominees won new one-year terms including Alnowaiser, Douglas Grimm, Sachin Kansal, Lisa M. Lambert, Andrew Liveris, Nichelle Maynard-Elliott, Napoli, Chabi Nouri and Ori Winitzer.
Each nominee drew between 255.2 million and 260.4 million votes in favor, against withheld totals ranging from 1.2 million to 6.4 million. Broker non-votes stood at 42,419,586 across the contested items.
Stockholders ratified KPMG with 300,971,935 votes for, 1,906,185 against and 1,157,127 abstentions. As a routine matter, the auditor vote carried no broker non-votes.
The advisory vote on 2025 executive compensation passed with 255,952,612 votes for and 5,411,173 against.
The amendment and restatement of the 2021 Stock Incentive Plan, which lifts the shares available for issuance by 23,500,000, was approved with 253,997,107 votes for and 7,435,259 against. The increase took effect on the meeting date.
A Quiet Signal on the Chairman
One result stood apart. Alnowaiser, the PIF-appointed chairman, drew 6,409,224 withheld votes, several times the total recorded against any other nominee.
By contrast, the next-highest withheld tally was Maynard-Elliott’s 1,968,242, with most directors below 1.8 million.
The gap is modest against PIF’s controlling block, and Alnowaiser was reelected comfortably. Even so, it marks the clearest expression of minority-shareholder unease with the fund’s hold over the company’s governance.
Outside investors have kept buying despite that concentration. Total institutional ownership stands near 69% of outstanding shares, and BlackRock has added to its Lucid position for six consecutive quarters, the asset manager’s longest accumulation streak since the company’s 2021 public debut.
The Series C and the Voting Cap
A newer slice of PIF’s investment sat outside the June 4 vote.
In late April, Ayar closed a $550 million purchase of Series C convertible preferred stock carrying a 9 percent compounding dividend.
The shares convert into roughly 50.85 million common shares and rank senior to common stock.
The Series C carries a voting cap of 19.99% of Lucid‘s pre-issuance voting power, and Ayar has agreed to consent to a stockholder vote on lifting that cap within 18 months of the April 28 closing.
As the placement closed after the April 6 record date, the Series C played no part in the annual meeting.
A New CEO, an Enduring Dependence
The meeting capped a turbulent stretch of leadership change at Lucid.
On June 1, the company said Napoli had formally assumed the CEO role, completing a transition that had been delayed by US work-authorization requirements. He was first named incoming chief on April 14.
A Swiss-Italian executive who spent nearly 31 years at Schindler Group, Napoli arrived as an operator rather than an automotive specialist.
His installation ended a 14-month search that began with the departure of founder-era CEO Peter Rawlinson in February 2025.
Napoli has framed his early priorities around discipline and cost control rather than a strategic pivot, consistent with the mandate the board signaled in choosing an operational executive.
He said after taking the job that he was “increasingly confident in our ability to deliver consistent execution and long-term value.”
Marc Winterhoff ran the company as interim chief in between.
Chairman Alnowaiser, the PIF appointee, framed the change as a vote of confidence, telling stockholders in the proxy that the new midsize range would propel Lucid “into higher volume premium segments of the global automotive market.”
Ride-hailing firm Uber holds a separate 11.5% stake, tied to a commitment to buy at least 35,000 Lucid vehicles for a planned robotaxi fleet.
A Securities Suit Over Gravity
The leadership reset has not shielded Lucid from legal scrutiny.
On June 2, two days before the meeting, the law firm Pomerantz LLP filed a federal securities class action against Lucid, alleging that the company and two senior executives concealed a supplier defect that halted Gravity SUV deliveries for 29 days during the first quarter.
The complaint, lodged in the US District Court for the Northern District of California, names former interim chief Winterhoff and Chief Financial Officer Taoufiq Boussaid as co-defendants. The allegations are untested in court.
Markets and the Road Ahead
The vote landed with Lucid shares at an all-time low.
The stock fell to $5.09 on Friday, June 5, breaking below the prior record of $5.55 set on May 21 and extending a decline that has erased more than 99% of its value since the 2021 peak.
The drop came amid a broad market pullback that also weighed on auto stocks.
Even after a one-for-ten reverse split, the slide leaves Lucid with a market capitalization close to $2 billion.
Operationally, Lucid has guided to 25,000 to 27,000 vehicle deliveries in 2026, a target that has meanwhile been scrapped.
