Good morning, and welcome to the ESS Tech, Inc. 2026 Special Meeting of Stockholders. I would like to introduce Harry Quarls, Chairman of the Board of Directors. Mr. Quarls, please go ahead.
Good morning, ladies and gentlemen. I am Harry Quarls, Chairman of the Board of Directors of ESS Tech, Inc., and it is a pleasure to welcome you to ESS Tech, Inc.'s virtual special meeting of the shareholders. As provided in the company's bylaws, I will act as chairperson of this meeting. I have asked Kelly Goodman, our Chief Strategy Officer, General Counsel, and Corporate Secretary, to record the minutes of this meeting. Also in attendance virtually are the following executive officers: Drew Buckley, Director and our Chief Executive Officer, Kate Suhadolnik, our Chief Financial Officer. Also in attendance virtually are Julia LeNeve, representing KPMG LLP, Mark Baudler, representing Wilson Sonsini Goodrich & Rosati, PC, our outside corporate counsel, and Lois D. Larson, a representative of Broadridge Financial Solutions, Inc., the inspector of election for today's meeting.
I will now turn the meeting over to Kelly Goodman, who will conduct the formal portion of the meeting.
Thank you, Harry. Welcome to ESS Tech, Inc.'s 2026 special meeting. The special meeting is being held virtually in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement dated September 24, 2026. After the voting, an announcement will be made regarding the preliminary results, and then the formal meeting will be adjourned. During the formal meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. I have proof by affidavit that notice of this meeting has been duly given and that the notice of special meeting of stockholders and notice of internet availability of proxy materials were first sent or given on or about September 24, 2026, to all stockholders of record as of September 14, 2026, the record date for the meeting.
We have at this meeting a list of the stockholders of record as of that date. The affidavit, together with copies of the notices, proxy statement, and proxies, will be filed with the minutes of the meeting. We have appointed Lois D. Larson, a representative of Broadridge Financial Solutions Inc., to act as inspector of election for this special meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting. The inspector of election has advised me that we have present, virtually or by proxy, a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with business. If you have previously submitted your proxy, it is not necessary that you complete another proxy or vote.
Those stockholders who have not submitted proxies and who wish to vote remotely, or if you want to change your vote, please follow the instructions provided online. After voting has completed on all matters on the agenda, we will close the polls, and we will announce the preliminary results of the voting at the end of the meeting. It is now 8:03 A.M. on November 10th, 2026, and the polls for each matter to be voted on at this meeting are now open.
The first item of business is to authorize and approve proposed amendments to our certificate of incorporation to effect, at the discretion of the board of directors, a reverse stock split of all of the shares of our common stock that are issued and outstanding or held in treasury at a ratio ranging from any whole number between one for eight and one for 30, the exact ratio within the eight to 30 range to be determined by the board of directors, and an associated proportional reduction in the number of shares of our authorized common stock, collectively, the reverse stock split proposal.
Notwithstanding approval of the reverse stock split proposal by our stockholders, the board of directors reserves the right to elect not to proceed with implementing the reverse stock split proposal at any time prior to the date on which the amendment to our certificate of incorporation becomes effective pursuant to the Delaware General Corporation Law if the board of directors determines, in its sole discretion, the reverse stock split proposal is no longer in the best interests of the company or its stockholders. Our board of directors unanimously recommends that stockholders vote for the reverse stock split proposal, and the proxy solicited by the board of directors will be voted in favor of the proposal.
The second item of business is to approve, for purposes of complying with Section 312.03(c) of the New York Stock Exchange NYSE Listed Company Manual, the issuance of shares of our common stock issuable upon exercise of the common stock purchase warrants issued in a private placement, the Warrant Shares Issuance Proposal. Our board of directors unanimously recommends a vote for the Warrant Shares Issuance Proposal, and the proxies solicited by the board will be voted in favor of this proposal. We will now proceed to the question period relating to the two items of business previously described. All questions should be confined to those matters at this time. Any stockholder who has questions should submit their questions by following the instructions on the online meeting site. There are no active questions, and we will proceed with voting.
If you are voting today, you must submit your votes online at this time in order for them to be counted by the inspector of election. The inspector of election will not accept votes or any change or revocations submitted after the closing of the polls. We will now briefly pause to enable those who are voting virtually to finish voting. It is now 8:06 A.M. on November 10th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and changes or revocations will be accepted. The proxies and votes will be tabulated by the inspector of election. At this time, I will ask Harry Quarls to provide a preliminary report on the voting results.
Thank you, Kelly. Based upon preliminary information provided by the inspector of election, I can report that, one, the reverse stock split has been approved, and implementation remains subject to the discretion of the board of directors based on the best interests of the company or its stockholders. And two, the Warrant Shares Issuance Proposal has been approved. These are the preliminary results of voting. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the inspector of election and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K that will be filed with the Securities and Exchange Commission. There being no further business to come before this meeting, this special meeting of shareholders is now adjourned.
Thank you for your attendance, and we will now proceed with the closing of the meeting.
This special meeting of stockholders is now adjourned. I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of your company. We very much appreciate your attendance, and as always, thank you for your support.
This concludes the meeting. You may now disconnect.