Good morning and welcome to the Capstone Green Energy Holdings Annual Meeting of Stockholders for Fiscal Year 2024. Your host for today is Robert Flexon, Chairman of the Capstone Board of Directors. Mr. Flexon, please go ahead.
Good morning and welcome to the 2024 Annual Meeting of Stockholders of Capstone Green Energy Holdings. I am Robert Flexon, Chairman of the Board. As a result of the company's financial restructuring, we did not hold an Annual Meeting of Stockholders in the calendar year of 2024 and are instead holding our 2024 Annual Meeting of Stockholders today. It is now 9:00 A.M. Pacific Standard Time, and the meeting is officially called to order. I would now like to introduce the board members along with myself who are in attendance today: Executive Board Member Vince Canino, who is Capstone's President and Chief Executive Officer, and non-executive board members Ping Fu, John Juric, John Miller, Robert Powelson, and Denise Wilson. We are also joined by John Juric, Capstone's Chief Financial Officer and Secretary. We are joined remotely by John Hughes, a representative of our independent registered public accounting firm, Marcum LLP.
Also in attendance today is Mark Wood from the law firm of Katten Muchin Rosenman LLP, our external counsel, and Janet Duderstadt, Capstone's interim general counsel. Janet will keep the minutes for today's meeting. It's my pleasure to introduce Vince Canino, President and Chief Executive Officer of Capstone.
Thank you, Bob, and welcome everyone. We are glad that you have chosen to attend our annual meeting. We have stockholders attending today via the web portal. After the formal meeting has been adjourned, we'll provide time to respond to appropriate general questions. Out of consideration to others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one is permitted to use an audio recording device.
Thank you, Vince. The Board of Directors set December 16, 2024, as the record date for determining eligibility to receive notice of and to vote at this meeting. I declare this meeting convened for the transaction of business whereby the polls are open, as due notice has been given to all eligible stockholders. For more effective administration of this meeting, I hereby appoint Mr. Canino to make the requested motions and Mr. Juric to second the requested motions. Joining us remotely is Anna Hagberg of CT Hagberg, LLC. I hereby appoint Ms. Hagberg to serve as Inspector of Election at this meeting. Ms. Hagberg has executed an inspector's oath.
The company's bylaws provide that the inspector shall determine the number of outstanding shares represented at this meeting and the voting power of each, determine the number of shares present in person or represented by proxy at the meeting, and the validity of proxies and ballots. Count all votes and ballots and report the results. If there are any stockholders who have not yet voted or wish to change their vote, they may do so by clicking the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote do not need to take any further action. The names of the stockholders entitled to notice of and to vote at this meeting were obtained from a list certified by Mr. Juric, showing the name and address of each stockholder and the number of shares registered as of the close of business on December 16, 2024. Ms. Hagberg will now give her report, and she is directed to submit her report and certifications to the Secretary for inclusion in the corporate records at the close of the meeting.
Only holders of the company's voting common stock at the close of business on December 16, 2024, were entitled to notice of and to vote at the annual meeting and any adjournments or postponements thereof. A preliminary count indicates that of the shares of the company's voting common stock outstanding as of December 16, 2024, holders of shares accounting for 11,264,066 capital stock votes were cast, or 60.75% of the collective voting power of the company's outstanding shares of the capital stock as of December 16, 2024, and thus are present in person or by proxy. Due notice having been properly given in advance of the meeting under the official proxy form sent to stockholders and on the basis of shares voted and present here at the meeting, a quorum is therefore present.
Thank you, Ms. Hagberg. Quorum being present, the meeting may continue for the transaction of business. The first item of business is the election of one individual to serve as a Class I Director of the company until the company's 2027 Annual Meeting of Stockholders or until the election and qualification of their successor in office, subject to their earlier death, resignation, retirement, disqualification, or removal. The Board of Directors of the company has presented a slate of one nominee, Ms. Ping Fu, to serve as a Class I Director, as set forth in the notice of this meeting and the accompanying proxy statement. Ms. Yon Jorden's term as a Class I Director also expires at this annual meeting, and she is not standing for reelection as a Class I Director.
On behalf of the entire board, Capstone Management and employees, I would like to express my sincere gratitude to Ms. Yon Jorden for her approximate eight years of dedicated service on the Capstone board and as chair of the audit committee. May I have a motion to nominate Ms. Ping Fu?
I so move.
I second the motion.
May I have a motion to close the nomination?
I so move.
I second the motion.
Any stockholder who has not yet voted may do so now by clicking on the voting button on the web portal. The second item of business is to consider and act upon a proposal to approve on a non-binding advisory basis the compensation paid to the company's named executive officers. May I have a motion?
I so move.
I second the motion.
Any stockholder who has not yet voted may do so now by clicking on the voting button on the web portal. The third item of business is to consider and act upon a proposal to determine on a non-binding advisory basis whether a stockholder vote to approve the compensation paid to our named executive officers should occur every one, two, or three years. May I have a motion?
I so move.
I second the motion.
Any stockholder who has not yet voted may do so now by clicking on the voting button on the web portal. The fourth item of business is to consider and act upon a proposal to ratify and confirm the appointment of Marcum LLP as the company's independent registered public accounting firm for the company's fiscal year ended March 31, 2025. As noted in the company's proxy statement supplement and Form 8-K filed with the Securities and Exchange Commission on February 7, 2025, CBIZ CPAs purchased the business assets of Marcum, and substantially all of the partners and staff that provided attestation services for Marcum joined CBIZ.
In connection with such transaction, we expect that subsequent to the filing of the company's quarterly report on Form 10-Q for the quarter ended December 31, 2024, and subject to the approval of the Audit Committee of the Board and the completion of the CBIZ customary client acceptance procedures, CBIZ will be engaged as the company's independent registered public accounting firm for the fiscal year ended March 31, 2025. Any votes previously cast for or against or to abstain regarding ratification of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2025, will be counted as a vote for or against or to abstain with respect to CBIZ CPAs, assuming the company acting through the Audit Committee of the Board elects to engage CBIZ. We anticipate that Mr. Hughes will also initially service the company upon an engagement of CBIZ. May I have a motion?
I so move.
I second the motion.
Any stockholder who has not yet voted may do so now by clicking on the voting button on the web portal. It is now 9:10 A.M. Pacific Standard Time on February 12, 2025, and the polls are still open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking the voting button on the web portal and following the instructions thereon. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I hereby declare the polls for the 2024 Annual Meeting of Stockholders closed. We have been informed by the Inspector of Election that the preliminary vote report shows that the nominee for election to the board as a Class I Director has been duly elected.
Compensation of our named executive officers has been approved by advisory vote. The stockholders have determined on a non-binding advisory basis that a stockholder vote to approve the compensation paid to our named executive officers should occur annually, and the ratification of appointment of Marcum LLP or CBIZ, assuming the company acting through the audit committee of the board elects to engage CBIZ as our independent registered public accounting firm for the fiscal year ending March 31, 2025, has been approved by advisory vote. We will be reporting the final vote results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days. There being no further business to come before the meeting, the 2024 Annual Meeting of Stockholders of Capstone Green Energy Holdings is now adjourned. We turn now to questions which were received during the meeting. At this time, we will take questions that were submitted on the virtual meeting platform today.
The first question is, is Capstone getting any data center projects?
We view that our product actually has a future in the data center project, so we're actually actively looking in that space. We think that we can bring value to that, both from a chilling standpoint as well as power. It is certainly a market that we're keenly interested in pursuing.
Okay. Next question is, if Ukraine war ends and Russia sanctions end, will Capstone resume sales in Russia?
Great. Thanks for the question. I would say on that is that we will follow the country's policies and laws and obligations around this. That is a question that we will not be able to answer until we know how that all plays out in the future. Certainly, what we will do is abide by the laws of the land on this.
Wonderful. The next question is, can we break out revenue by product sales, product parts and service, and then most importantly, rental income, all three with respective costs, three gross margins?
With that, I mean, we'll be filing our 10-Q shortly, and the disclosures in our 10-Q will have a lot of that information. We'll be filing our 10-Q for the most recent quarter in just a few days. Any questions beyond that, feel free to contact the company investor relations.
That concludes the questions that have been submitted.
I truly appreciate those who attended this virtual meeting and cast their votes, as well as those who submitted their proxies but were unable to join us today. I want to express my sincere gratitude to our stockholders for your unwavering support over the years, your trust and commitment, especially throughout the past two years as the company navigated its restructuring. It's been invaluable. We appreciate your confidence in our vision and remain focused on driving long-term value. With that, we will now conclude this meeting and wish each of you a great day. Thank you.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.