Hello, and welcome to Leafly's 2025 Annual Meeting of Stockholders. I'm Jeff Monat, Chairman of the Board of Leafly, and I will serve as Chair of this meeting, which I now call to order. I am joined by Yoko Miyashita, our CEO and Secretary and Member of the Board; Peter Lee, our President, COO and Member of the Board; Andres Nennetti, Member of the Board; Suresh Krishnaswamy, our CFO; and Alison Pear, our Outside Counsel. Ms. Miyashita will serve as Secretary of this meeting. We appreciate your attendance, your interest, and most importantly, your support of Leafly. Leafly has appointed Steven Tolleson from CT Hagberg, LLC, to act as the Inspector of Election for this meeting. In accordance with the company's bylaws, Mr. Tolleson has taken and signed an inspector's oath, which will be filed with the minutes.
This meeting will be held in the manner disclosed in the agenda and rules of conduct that are posted on the online annual meeting portal. We ask that you please follow these rules so we may have an orderly meeting. Electronic voting has been open since 12:01 A.M. Eastern Time on or around May 9th, 2025, and will remain open until immediately after our presentation of the proposals when we close the voting prior to adjournment of this meeting. If you have not previously voted or provided your proxy, you may submit your vote by clicking the voting button on the web portal and following the instructions there. I will now turn the meeting over to Ms. Miyashita.
Thank you, Jeff. We will now proceed with the formal business of this annual meeting, which has been called pursuant to a May 9, 2025, Notice of Meeting. We delivered the Notice of Meeting to Leafly's stockholders of record as of the close of business on May 9, 2025, the record date fixed by the Board for determining stockholders entitled to be present and to vote at this meeting. An affidavit has been delivered attesting that beginning on or about May 9, 2025, we sent to Leafly's stockholders of record the Notice of the Meeting, the 2025 Proxy Statement, and the 2024 Annual Report. As of the record date, there were 3,137,382 shares of common stock outstanding and entitled to vote at the meeting.
Our Inspector of Election has informed me that 54% of the votes representing common stock entitled to be cast at this meeting are represented by proxy or in person, and 100% of the votes representing the Series A preferred stock entitled to be cast at this meeting on Proposal 3 are represented in person. With this, a quorum is present for the transaction of business, and this meeting is duly constituted. I want to remind you that if you have already voted by proxy, you do not need to vote in this virtual meeting unless you want to change your vote. I will now review four of the proposals, the vote required to approve each proposal, and the Leafly Board's recommendation for each proposal.
The first proposal is the re-election of one member of our Board to serve as a Class 1 Director for a term of three years until the 2028 Annual Meeting of Stockholders or until such time as a successor is elected and qualified. Leafly's nominee, who is recommended by the Nominating and Corporate Governance Committee and nominated by the Board, is me, Yoko Miyashita. A summary of the proposal, including biographical information for the nominee, begins on page 22 of the Proxy Statement. Leafly's bylaws require stockholders to provide advance notice of their intent to nominate candidates for directors. No stockholder has provided such notice. I therefore declare the nominations for Director closed. Directors are elected by plurality of the votes cast. In an uncontested election of directors, as is the case for this election, a director will be elected if they receive at least one vote.
However, pursuant to our Corporate Governance Guidelines, any nominee who receives a greater number of votes withheld than votes for shall tender his or her resignation, and the Board shall determine whether to take action with respect to such tendered resignation. The Board unanimously recommends that you vote for the director nominee. The second proposal is to approve, on an advisory basis, an amendment to the company's Certificate of Incorporation to change its name from Leafly Holdings Inc., to Leafly.com Holdings Inc., a summary of the proposal begins on page 25 of the Proxy Statement. Delaware General Corporation Law permits a Delaware corporation to change its corporate name without the approval of the corporation's stockholders. Notwithstanding the foregoing, the Board of Directors has determined to submit the proposed name change to the shareholders in order to solicit valued shareholder feedback.
Therefore, the approval of this proposal is on an advisory basis. As such, the affirmative vote of a majority of the votes cast by the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve, on an advisory basis, the amendment to the certificate of incorporation to change the company's name to Leafly.com Holdings, Inc., The Board unanimously recommends that you vote in favor of the name change. In making this recommendation, the Board of Directors is retaining the ability to, without further vote by the shareholders, delay or abandon the proposed name change at any time if the Board concludes that such action would be in the best interest of the company and its shareholders.
The third proposal is to approve an amendment to the company's certificate of incorporation to effect, one, a reverse stock split of the outstanding shares of the company's common stock by a ratio range of one-for-200 to one-for-500, with the exact ratio to be set by the company's Board of Directors within the above range in its sole discretion, and, two, a reduction in the authorized stock of the company.
Upon its effectiveness, the amendment would result in one, holdings prior to such split of fewer than the number of shares of common stock set in the ratio being converted into a fractional share, which will then be immediately canceled and converted into a right to receive the cash consideration equal to $0.28 multiplied by the number of shares that would otherwise result in the holder receiving a fraction of a share as a result of the reverse stock split, and two, the company having fewer than 300 stockholders of record of the common stock, allowing the company to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934 as amended, and avoid the costs and time commitment associated with being a public reporting company. A summary of the proposal begins on page 25 of the Proxy Statement.
Under the Delaware General Corporation Law, approval of the amendment proposal requires the approval of holders of a majority of the outstanding voting power of the company entitled to vote thereon, which in this case will mean the common stock and the Series A preferred stock voting together as a single class. The Series A preferred stock was issued to address the increasing challenge faced by many corporations in obtaining stockholder approval by a majority of the outstanding shares for modifications to a certificate of incorporation like the amendment, given that many outstanding shares of public companies are held by brokers and other record holders in street name, and was issued solely for purposes of assisting the company in obtaining the majority of outstanding vote requirement needed to approve the amendment.
The Series A preferred stock will have 100 million votes with respect to the amendment but can only exercise those votes in a manner that mirrors the votes cast by holders of the common stock on the amendment. The Board unanimously recommends that you vote in favor of the amendment to the company's certificate of incorporation to effect the reverse stock split and decrease the number of authorized shares. The fourth proposal.
I found this on the web for the Series A preferred stock was issued.
The fourth proposal is to approve one or more adjournments of the annual meeting on an advisory basis if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve proposal three. A summary of the proposal begins on page 57 of the Proxy Statement. Approval of this proposal will require the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the annual meeting and entitled to vote on the matter at the annual meeting. However, this proposal is being submitted on an advisory basis. Regardless of whether this proposal is approved pursuant to our bylaws, the Chairman of the Meeting may also authorize the adjournment of the annual meeting in his discretion to the extent permitted by applicable law.
Even if approved, the Chairman only intends to adjourn the meeting if necessary to solicit additional proxies to approve proposal three, which is the amendment to the company's certificate of incorporation to effect the reverse stock split and decrease the number of authorized shares. These proposals are now formally before the meeting, and we will now pause for approximately 30 seconds to allow for voting. As a reminder, if you have already voted by proxy, you do not need to vote in this virtual meeting unless you want to change your vote. Since all stockholders have now had adequate time to vote, the polls are now closed. We will now turn to the preliminary results of the election.
The preliminary report of the Inspector of Election covering the proposals presented at this meeting shows that stockholders approved all the proposals, including duly electing Yoko Miyashita, an advisory vote amendment to the company's certificate of incorporation to change its name from Leafly Holdings Inc., to Leafly.com Holdings Inc., an amendment to the company's certificate of incorporation to effect a reverse stock split of the outstanding shares of the company's common stock and a reduction in the authorized stock of the company, and one or more adjournments of the annual meeting if necessary to solicit more votes in favor of proposal three. The Inspector of Election will provide us with a certified final report of the vote results, and we will report such final results on a Form 8-K to be filed with the SEC within four business days from today.
Thanks, Yoko. This concludes the formal business portion of the meeting, and the meeting is now adjourned. I would like to thank each of you for your attendance today. We appreciate your continued interest in and support of Leafly.
Thank you for attending today's virtual presentation. You may now disconnect your line and have a pleasant day.