Hello, and welcome to the Alerus Financial Corporation's Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the messaging icon at the top left of your screen. By typing in your message, then clicking the send icon to the right of the message box. The meeting is about to begin.
Good afternoon, ladies and gentlemen, and welcome to the 2025 Virtual Annual Meeting of Alerus Financial Corporation. I'm Dan Coughlin, Chairman of the Board of the Company, and it's my pleasure to serve as Chair for this meeting. Before we move to the business at hand, there are a few housekeeping items I will address related to today's virtual meeting. If you have not yet voted and wish to vote, or if you wish to revoke a previously submitted proxy, you may do so by clicking the Proxy Voting Site link on the left side of your screen. To vote your shares, you will need the control number provided on your proxy card. Logging in with your control number will also allow you to submit questions. We have reserved time later in the meeting to address any questions related solely to the agenda today.
Should you wish to submit a question during the meeting, please click on the messaging icon on the top of the left side of your screen. Type your question in the text box, then click the send icon at the right of that text box. Please note that in the interest of all stockholders, we will only address those questions that are related to the matters that are being voted on at the annual meeting. We will also limit each stockholder to two relevant questions to assure time for all stockholders to ask questions. We appreciate your understanding. For any general business questions about the company, please refer to the information available on our Investor Relations website, which includes our SEC filings. At this time, I will call the meeting to order.
First, I will introduce the other current directors of the company in attendance at this meeting: Katie Lorenson, Randy Newman, Janet Estep, Mary Zimmer, Galen Vedder, Nikki Sorum, John Uribe, and Jeffrey Bolton. We're very proud of the members of our board and are grateful for their dedicated service as being directors, and I thank each and every one of them. Also in attendance is Michael Grossman, a representative from the company's independent auditing firm, RSM US LLP. Now to the business of the meeting. Nick Breckman will act as the secretary of this meeting. Stockholders who have already voted by internet, telephone, or mail need not vote again online at this meeting. Your voting instructions will be carried out this afternoon by the appointed proxy. They are Carrie Coup and Nick Breckman. Mr. Breckman, will you please review the matters related to the organization of this meeting?
Thank you, Dan. I have received an affidavit of mailing from Equiniti Trust Company LLC, which states that mailing of the notice of the meeting and the internet availability of the related proxy materials commenced on March 28, 2025, to all stockholders of record as of the record date, March 12, 2025. The polls have been open for voting on the matters listed in the notice since March 28, 2025. The polls will close for voting on any item when discussion has been completed on that item. Since no stockholder nominations or proposals were filed in advance of this meeting, as provided in the company's bylaws, the business of this meeting is limited to the matters listed in the notice. An alphabetical list of stockholders intended to vote at this meeting, with the number of shares held by each, is present and available electronically for inspection at this meeting.
The list has been available for 10 days preceding this meeting. The notice of the meeting and affidavit of mailing of the notice will be inserted in the company's minute book. There are in excess of 21,765,000 common shares represented at this meeting, which constitutes approximately 85% of the outstanding shares entitled to vote here today. Since a majority of the outstanding voting shares are represented here today, a quorum is present. As Secretary of this meeting, I declare the properly constituted meeting duly organized and ready for business. We will now proceed with the business of the meeting. To act as the inspector of elections, the board has appointed Chad Johnson. Mr. Johnson has been duly sworn in, and his oath will be filed with the records of the meeting. That completes the necessary formalities.
Thank you, Nick. The first item of business today is the election of nine members of the board of directors, each of whom will serve a one-year term until the annual meeting of stockholders to be held in 2026. These are distinguished individuals who have achieved success in their own business activity and have also made significant contributions in their communities. More specific biographical information on each of the director nominees is provided in the company's proxy statement. The board of directors has nominated myself, Katie A. Lorenson, Randy L. Newman, Janet O. Estep, Galen G. Vedder, Mary E. Zimmer, John Uribe, Nikki L. Sorum, and Jeffrey W. Bolton, as listed in the company's proxy statement, to serve as directors for a one-year term and until their successors are duly elected.
The second proposal on this year's ballot is the approval of a non-binding advisory basis of the compensation paid to the company's named executives. The third proposal on this year's ballot is the approval of a non-binding advisory basis of how often the company will hold future advisory votes on the compensation paid to its named executive officers. The fourth proposal on this year's ballot is the ratification of RSM US LLP as the company's independent public accounting firm for the fiscal year ended December 31, 2025. The last proposal on this year's ballot is the approval of an amendment of the company's third amended and restated certificate of incorporation to increase the number of shares of the company common stock authorized for issuance. The proposals were described in detail in the proxy statement for this meeting. We shall now proceed to the vote on these proposals.
Again, you are entitled to one vote for each share registered in your name. For the election of directors, the nine nominees receiving the highest vote totals will be elected to serve as directors. The approval of the compensation paid to the company's named executive officers requires the affirmative vote of the majority of the shares of common stock present in person or represented by proxy at this annual meeting and entitled to vote on the matter. Please note that because the say-on-pay proposal is non-binding and advisory, the outcome of this vote will not be binding on the board. However, the compensation committee of the board of directors will take into account the outcome of the votes when considering future compensation arrangements.
For the approval of how often the company will hold future advisory votes on the compensation paid to the company's named executives, the choice which receives the highest number of votes cast will be deemed the choice of the stockholders. Please note that because the say-on-pay frequency proposal is non-binding and advisory, the outcome of this vote will also not be binding on the board. However, the board of directors will take into account the outcome of the vote when determining the frequency of future advisory votes on the named executive officers' compensation. The ratification of the appointment of RSM US LLP must receive the affirmative vote of the majority of the shares of the common stock present in person or represented by proxy at the annual meeting.
The amendment of the company's third amendment and restated certificate of incorporation to increase the number of shares of the company common stock authorized for issuance requires the affirmative vote of the majority of the shares of the outstanding common stock entitled to vote on this matter. We will now take any stockholder questions related to today's agenda. As a reminder, if you wish to submit a question during this meeting, please click the messaging icon on the top of the left side of your screen. Type your question into the text box, then click the send icon at the right of that text box. As noted at the beginning of the meeting, we will only address those questions that are related to the matters that are being voted on at this annual meeting. I will now pause to assemble any questions from the stockholders.
Mr. Chairman, we have not received any questions.
Okay. Since we have not received any questions regarding the business before this meeting, the question-and-answer session is now closed. If you have not already done so, we remind you to submit your vote on each matter by clicking the proxy voting link on the left side of your screen. Voting is about to be closed. I now declare that the polls are closed and all matters before the stockholders. That concludes the voting on the proposal to be considered at this meeting. I can report that the votes have been tallied by the inspector, and the results of the vote are as follows. Each of the nominees for director received a plurality of the votes cast. Accordingly, each has been elected as a director of the company.
Second, the proposal to approve, on a non-binding advisory basis, the compensation paid to the company's named executive officers in 2024 received the approval of a majority of the shares of common stock present in person or represented by proxy at this annual meeting and entitled to vote on the matter. Third, the choice that received the most votes cast for how often the company will hold future advisory votes on the compensation paid to the company's named executive officers was one year. The ratification of the appointment of RSM US LLP as independent public accounting firm for the company received the affirmative vote of the majority of shares of the common stock present in person or represented by proxy at the annual meeting and entitled to vote on this matter.
Accordingly, the appointment of RSM US LLP as the independent public accounting firm for the company for the fiscal year ending December 31, 2025, is ratified. Finally, the proposal to amend the company's third amended and restated certificate of incorporation to increase the number of authorized shares of the company's common stock authorized for issuance received the affirmative vote of a majority of the shares outstanding of common stock entitled to vote on this matter. Accordingly, the amendment proposed was approved. The inspector is directed to submit a certificate of inspection of election to be filed with the secretary with the insertion in the company's minute book together with the minutes of this meeting. That concludes the items on the agenda, and I declare that this meeting is adjourned. Thank you very much, ladies and gentlemen, for attending our virtual annual meeting. Have a good afternoon.