Welcome to the annual meeting of stockholders for ACRES Commercial Realty Corp. Our host for today's call is Andrew Fentress, chairman of the board of directors. I will now turn the call over to your host. Mr. Fentress, you may begin.
Thank you, good morning, everyone. I'm Andrew Fentress, chairman of the board of directors of ACRES Commercial Realty Corp., and I'll be acting as chairman of this meeting. It is 11:00 A.M., and in accordance with the notice of the meeting, I call to order the 2026 annual meeting of stockholders of ACRES Commercial Realty Corp. During this virtual meeting, stockholders may submit questions at any time in the space provided on the virtual meeting screen. We will address questions at the end of the meeting. Before proceeding, I'd like to make certain introductions and announcements. I would like to introduce the directors present at the meeting.
The nine directors who are standing for election to one-year terms on the board of directors to end at the 2027 annual meeting of stockholders are David Bryant, Karen Edwards, Mark Fogel, Gary Ickowicz, Steven Kessler, Murray Levin, Sherrill Neff, Dawanna Williams, and myself, Andrew Fentress. I would also like to introduce the representative from PricewaterhouseCoopers present at the meeting, Christopher Mill. He will be available after the meeting for any questions. Eldron Blackwell, our chief financial officer, is also present and will be serving as the judge of election at this meeting. I hereby appoint Jaclyn Jesberger, our chief legal officer, senior vice president, and secretary to act as secretary of this annual meeting and record the minutes. Ms. Jesberger will now report on the mailing of the notice of this meeting and the presence of a quorum. Jaclyn?
Thank you, Andrew. This meeting is held pursuant to a printed notice mailed on or about May 11th, 2026, to each stockholder of record on April 8th, 2026, who is entitled to vote. I have an affidavit of mailing establishing that notice of this meeting was duly given. A list of stockholders entitled to vote at this meeting has been available for the past 10 days and is available for examination by any stockholder desiring to do so. All documents concerning the call and the notice of the meeting will be filed with the records of the meeting. Eldron Blackwell is acting as the judge of elections for this meeting and any adjournment or postponement thereof. The judge of election has delivered an oath of office to the secretary.
The judge of elections has informed us that the count of shares present immediately prior to commencement of this meeting indicated that 6,010,796 shares of the company's voting capital stock were present in person or by proxy. This is approximately 84% of the stock of the company entitled to vote at the meeting.
I hereby declare a quorum to be present at the meeting.
The polls are now open for voting on each of the proposals. It is not necessary to vote at this meeting if you have previously sent in your signed proxy. However, if you now want to vote at this meeting or change your vote, you may do so by following the instructions on your screen. Andrew?
The first item of business to be acted upon by the stockholders is the election of nine directors of the company. To make the proposal, I recognize Murray Levin, an independent member of the board of directors, who is Chairman of the nominating environmental, social, and governance committee of the board. Mr. Levin.
Thank you, Andrew. On behalf of the board of directors of ACRES Commercial Realty Corp., I hereby nominate for election as directors of the company to serve for terms expiring on the date of the annual stockholders meeting in 2027 and until their respective successors are duly elected and qualified, the following individuals: David Bryant, Karen Edwards, Andrew Fentress, Mark S. Fogel, Gary Ickowicz, Steven J. Kessler, Murray S. Levin, P. Sherrill Neff, and Dawanna Williams.
You have heard the motion. Is there a second?
This is Mark Fogel. I second the motion.
The company's board of directors recommends approval of this proposal. Upon the conclusion of all matters on the agenda, you will be asked to mark your ballots, and the ballots will be collected and tabulated. The second item of business to be acted upon by the stockholders is the non-binding advisory vote on the compensation of our named executive officers as set forth in the proxy statement. To make the proposal, I recognize Steven Kessler, an independent member of the board of directors, who is the chairman of the compensation committee of the board. Mr. Kessler.
Thank you, Andrew. On behalf of the Compensation Committee of the board of directors of ACRES Commercial Realty Corp., I hereby move to approve the compensation paid to the named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion included within the proxy statement.
You have heard the motion. Is there a second?
I second the motion.
The company's board of directors recommends approval of this proposal. The third item of business to be acted upon by the stockholders is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. To make this proposal, I recognize P. Sherrill Neff, an independent member of the board of directors, who is chairman of the audit committee of the board. Mr. Neff?
Thank you. Thank you, Andrew. On behalf of the audit committee of the board of directors of ACRES Commercial Realty Corp., I hereby move to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
You have heard the motion. Is there a second?
I second the motion.
The company's board of directors recommends approval of this proposal. The fourth item of business to be acted upon by the stockholders is the issuance of approximately 7,487,219 shares of the company's common stock, subject to certain adjustments pursuant to the agreement and plan of merger, dated April 29, 2026, by and among the company, ACRES Holdings Sub, LLC, ACRES Capital Corp., and ACRES Capital, LLC. To make this proposal, I recognize P. Sherrill Neff, an independent member of the board of directors, who is chairman of the special committee of the board. Mr. Neff.
On behalf of the special committee of the board of directors of ACRES Commercial Realty Corp., I hereby move to approve the issuance of approximately 7,487,219 shares of the company's common stock, subject to certain adjustments pursuant to the merger agreement.
You've heard the motion. Is there a second?
I second the motion.
The company's board of directors recommends approval for this proposal. The fifth item of business to be acted upon by the stockholders is the vote on the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan. To make this proposal, I recognize Steven Kessler, an independent member of the board of directors, who is the Chairman of the compensation committee of the board. Mr. Kessler.
Thank you. On behalf of the compensation committee of the board of directors of ACRES Commercial Realty Corp., I hereby move to approve the adoption of the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan.
You have heard the motion. Is there a second?
I second the motion.
The company's board of directors recommends approval of this proposal. I now ask Ms. Jesberger to commence the voting.
The polls are about to close, so if you have not yet voted, please do so. I will now ask the judge of election if we may close the polls.
You may close the polls.
Will the secretary please report the results of the balloting?
The polls are now closed for voting. No ballot, proxy, or revocation thereof will be accepted from this point forward. The judge of election is directed to tally the proxies and ballots and prepare the report. The ballots have been counted and more than a majority of the shares represented at the meeting in person or by proxy has been voted for the election of David Bryant, Karen Edwards, Andrew Fentress, Mark Fogel, Gary Ickowicz, Steven Kessler, Murray Levin, Sherrill Neff, and Dawanna Williams for terms expiring on the date of the annual meeting in 2027. For the approval of the compensation plan paid to the named executive officers as disclosed in the proxy statement. Ratifying the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
For the approval of the issuance of approximately 7,487,219 shares of the company's common stock, subject to certain adjustments pursuant to the agreement and plan of merger. For the adoption of the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan. Since sufficient votes have been received to approve all of the foregoing proposals, the proposal to adjourn the meeting to solicit additional proxies in favor of these proposals has not been voted upon. The actual vote tabulation is available for inspection upon request.
Thank you, Jaclyn. I would now like to ask stockholders if they have any questions for management or PricewaterhouseCoopers. You can ask a question by submitting it in the Q&A section of our web console. Please feel free to submit questions now. There are no further questions at this time. I'd like to now turn it over to the host to bring the meeting to a conclusion.
This now concludes the meeting. Thank you for joining, and have a pleasant day.