Greetings, welcome to the Leatt Corporation Annual General Meeting. At this time, all participants are on a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Michael Mason, Investor Relations Director. Thank you. Please go ahead.
Thanks, Donna. Hello, everyone, thank you for joining us today. My name is Michael Mason of the company's investor relations firm. Welcome to the 2023 annual meeting of the stockholders of Leatt Corporation. On or about April 11, 2023, the company notified its stockholders of this 2022 annual meeting and provided instructions on how to participate. The management of Leatt Corporation is remotely hosting this meeting and is being held at 3001 Washington Boulevard, Suite 400, Arlington, Virginia, zip code 22201. On today, May 25, 2023 at 10:00 A.M. Eastern Daylight Time, as well as via conference call and audio webcast.
A May 18, 2023, press release instructed conference call participants to access the call 10 minutes before the scheduled time by calling 877-407-9716 in the United States, or 1-201-493-6779 for international callers. There is also a simultaneous live webcast of the meeting on the company's website at leatt.com, where participants were instructed to register approximately 10 minutes prior to the start of the webcast. An audio replay of the conference call will be available for seven days and can be accessed by dialing 1-844-512-2921 in the United States, or 1-412-317-6671 for international callers. Passcode is 13738046.
For those who are unable to attend, the live webcast of the meeting will be archived on the company's website for 30 days following the meeting. Stockholders of record as of March 28, 2023, have the right to vote and attend today's meeting. Details of the matters to be considered are discussed in the company's proxy statement, filed with the SEC on April 11, 2023. I would now like to turn the call over to Mr. Sean Macdonald, CEO of Leatt Corporation. Good afternoon to you, Sean.
Hi, Mike. Ladies and gentlemen, I am Sean Macdonald, Chief Executive and Financial Officer of Leatt Corporation, and I am chairing the meeting today remotely from Cape Town. Since it is now 10:00 A.M. Eastern Daylight Time, I hereby call this annual meeting of stockholders to order. It is my pleasure to welcome you to the meeting. The meeting will consist of three parts. First, we will summarize and entertain formal nominations of the four proposals, followed by a question period to address any stockholder questions regarding the proposals, and then we will vote on the proposals. I would like to introduce the other officers and directors of the company who are present via teleconference. With me in Cape Town is Dr. Christopher Leatt, our Chairman and Research and Development Consultant, and Mr. Jeffrey J. Guzy, our Director and Audit Committee Chair, has joined the meeting in person in Virginia.
Also present in person is Lou Muscarella, who will serve as the independent inspector of the meeting. Ms. Dawn Clarke- Doccuvi, the company's U.S. Securities Council, will act as Secretary of the meeting. At this meeting, you will vote upon four proposals. One, the election of directors, and two, the ratification of the selection of Fitzgerald & Co. CPAs PC as the company's independent auditors for the years ending December 31, 2022 and 2023. The ratification of the compensation of our named executive officers and, four, the approval of the amendment of the company's Amended and Restated 2011 Equity Incentive Plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,520,000, as disclosed in our proxy statement filed on April 11, 2023 of this year
In calling the meeting, the board of directors adopted resolutions providing that the meeting be held today and fixed the close of business on March 28, 2023, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting. Now, I will perform some of the corporate formalities relating to the meeting. I submit the Affidavit of Mailing of MLEW, an employee of Issuer Direct Corporation, our designated mailing service, as to the due and proper mailing of the proxy materials to each stockholder of record as of the close of business on March 28, 2023, Exhibit A. I also submit a list of stockholders of the company as of the record date, as certified by Issuer Direct Corporation, our transfer agent. The list sets forth each stockholder's address and holdings as they appear on the records of our transfer agent.
As of the record date, there were 5,971,340 shares of our common stock outstanding and 120,000 shares of our preferred stock issued and outstanding and entitled to vote. Exhibit B. Each share of common stock is entitled to 1 vote on the matters presented to this meeting, and each share of preferred stock is entitled to 100 votes. Pursuant to the company's bylaws, Mr. Lou Muscarella has been appointed to act as the meeting's Inspector of Election. Mr. Muscarella has executed an oath to carry out his duties impartially and to the best of his ability. The oath will be filed with the minutes of the meeting. Mr. Muscarella will collect the proxies and pass upon their validity, distribute and collect the ballots, and count the votes.
I hereby present to the meeting the oath signed by the inspector, Exhibit C. Would the inspector provide a count of the stockholders present in person or by proxy?
Hello. A preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present and will render an exact report at the end of the meeting. If any stockholder has a proxy and has not yet submitted it, please give it to me.
Since the quorum is present, the stockholders will consider the four proposals. I will introduce each proposal separately, then I will take any questions on that proposal, after which we will vote on them. The first proposal is the election of three directors. Management slate consists of Dr. Christopher Leatt, Mr. Jeffrey J. Guzy, and yours truly, Sean Macdonald. Are there any other nominations?
Mr. Chairman, as stockholder of Leatt Corporation, I hereby nominate management slate as directors of the company.
Hi, Jeff Guzy, Independent Director. I second the motion.
We will now consider the second proposal, which is to ratify the selection of Fitzgerald as the company's independent registered public accounting firm for the fiscal years ending December 31, 2022 and 2023.
Chris Leatt, as a shareholder of Leatt Corporation, I hereby move for the approval of ratification of the selection of Fitzgerald as the company's independent registered public accounting firm.
Jeff Guzy, I second the motion.
We will now consider the third proposal, which is the approval of the compensation of our named executive officers, as disclosed in our proxy statement filed with the SEC on April 11, 2023.
Chris Leatt, as a shareholder of Leatt Corporation, I hereby move to approve the approval of the compensation of our named executive officers, as disclosed in our proxy statement.
Jeff Guzy, I second the motion.
We will now consider the fourth proposal, which is the approval of the amendment of the company's Amended and Restated 2011 Equity Incentive Plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,520,000.
Chris Leatt, as a shareholder of Leatt Corporation, I hereby move to approve the amendment of the company's Amended and Restated 2011 Equity Incentive Plan, as disclosed in the proxy statement.
Jeff Guzy, I second the motion.
We will now pause for a brief period for any questions that you may have on these proposals.
Ladies and gentlemen, if you would like to register a question, you may press star one on your telephone keypad. We're showing no audio questions at this time.
If there are no further questions, the stockholders will now vote on the proposals. The polls will remain open as long as necessary to receive the ballots. Would the inspector of election please distribute a ballot to each stockholder present who has not previously voted by proxy, and then tabulate the ballots? If there are no questions, we will conduct the voting. Now, I would like to have the inspector complete his report and give the final count of the common stock represented today and the tally of votes cast in the balloting.
As the inspector of election, I report that 12,354,191 shares of common stock, including 96,000 shares of preferred stock voting with the common, are represented at the meeting. This constitutes 68.74% of the company's outstanding shares on the record date. In the voting for the election of directors, I report that the following votes were cast in favor of the election of each director. Dr. Christopher Leatt, 12,304,190 votes, representing 99.60% of the total votes cast at the meeting and 68.47% of the company's issued and outstanding common stock, including preferred shares voting as common.
Mr. Sean Macdonald, 12,304,190 votes, representing 99.60% of the total votes cast at the meeting and 68.47% of the company's issued and outstanding common stock, including preferred shares voting as common. Mr. Jeffrey J. Guzy, 12,304,190 votes, representing 99.60% of the total votes cast at the meeting and 68.47% of the company's issued and outstanding common stock, including preferred shares voting as common.
Thank you. I declare that Messrs. Leatt, Guzy, and yours truly, have been reelected directors of the company.
In voting for the ratification of the selection of Fitzgerald as the company's independent registered public accounting firm for the fiscal years ending December thirty-first, 2022 and 2023, I report that 12,226,453 of the votes were cast for the ratification of Fitzgerald. The votes represented 98.97% of the votes cast and 68.03% of the company's issued and outstanding common stock, including preferred shares voting as common.
Thank you. The selection of Fitzgerald as the company's independent registered public accounting firm has been ratified.
In voting for the approval of the compensation of our named executive officers, as disclosed in our proxy statement, I report that 12,225,575 votes were cast for such approval, representing 98.96% of the votes cast and 68.03% of the company's issued and outstanding capital stock.
Thank you. The approval of the compensation of our named executive officers, as disclosed in our proxy statement, has been ratified.
In voting for the amendment of the company's Amended and Restated 2011 Equity Incentive Plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,520,000, I report that 12,172,663 votes were cast for the amendment of the plan, representing 98.54% of the votes cast and 67.73% of the company's issued and outstanding common stock, including preferred shares voting as common.
Thank you. The amendment of the plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,520,000 has been ratified. There being no further business, I will now entertain a motion to adjourn this meeting.
Chris Leatt, I move that the meeting be adjourned.
Jeffrey Guzy, I second the motion.
There being no objections, I hereby declare the meeting adjourned.
Ladies and gentlemen, that concludes today's event. You may disconnect your lines or log off the webcast at this time, and enjoy the rest of your day.