Thank you for standing by, and welcome to the ANI Pharmaceuticals meeting. I will now turn the meeting over to Nikhil Lalwani. Please go ahead.
Thank you. Good morning. I'm Nikhil Lalwani, President and Chief Executive Officer of ANI Pharmaceuticals. Let me take this opportunity to welcome all those present to this virtual annual meeting of stockholders of the company. The meeting will now officially come to order. The rules of conduct and procedures for today's meeting have also been posted on the virtual meeting website. I will be acting as Chairperson of this meeting, and Meredith Cook, the company's General Counsel and Corporate Secretary, will act as Secretary for this meeting. As in prior years, the company has designated Tony Carideo from the Carideo Group to serve as the Inspector of Election. Will the Inspector of Election please be present to the Secretary his signed oath as Inspector of Election? If there are no objections, I will direct that such oath be filed with the minutes of this meeting.
I would now like to ask Meredith Cook to report on the quorum for this meeting.
Thank you, Nikhil. As of the close of business on March 23rd, 2026, ANI had outstanding and entitled to vote 22,750,198 shares of common stock and 10,864 shares of Class C special stock, each of which is entitled to one vote per share. Based on the tabulation of proxies already received from shareholders and to the best of our knowledge, there are present at this meeting a quorum for the transaction of business. The final report of the Inspector of Election will include the votes, if any, of stockholders present and voting at the meeting.
Thank you, Meredith. Would you please now report on the mailing of the proxy materials and the availability of a list of stockholders?
Sure, Nikhil. A copy of the notice of the annual meeting of stockholders dated April 9th, 2026, concerning the matters to be considered and acted upon at the meeting, and a copy of the proxy statement, proxy card, and annual report to shareholders for the fiscal year ended December 31st, 2025, were made available on or about April 9th, 2026, electronically or by mail to each stockholder of record at the close of business on March 23rd, 2026, the date fixed by the Board of Directors as the record date for this meeting. An affidavit of distribution to that effect, executed by an officer of Broadridge Corporate Issuer Solutions, Inc. will be filed with the minutes of this meeting.
The Inspector of Election also has at the meeting a list of the shareholders of record of the outstanding shares of common stock and Class C special stock of the company, which list is certified by an officer of Continental Stock Transfer & Trust Company, arranged in alphabetical order, listing each stockholder of record at the close of business on March 23rd, 2026, the date fixed by the Board of Directors as the record date for this meeting. The affidavit of distribution will be filed with the minutes of this meeting, and the list of stockholders is available for inspection via the web portal.
Thank you, Meredith. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has properly been convened. Before proceeding to the business to be transacted at this meeting, I would like to take this opportunity to introduce you to the current directors of the company other than myself. Thomas Haughey, Matthew Leonard, Antonio R. Pera, Muthuswamy Shanmugam, Dr. Renee P. Tannenbaum, Jeanne A. Thoma, and Patrick D. Walsh. As we previously announced in December 2025, Pat Walsh has decided to retire and step down as Chairman of the Board and as a Director after a distinguished tenure of service over the past seven years.
I would like to take this opportunity to thank Pat for his mentorship, guidance, and support, and to wish him all the best in his retirement. Likewise, as was previously announced, we are delighted to acknowledge Tom Haughey 's significant contributions to the company as Director for the past seven years and to welcome him as our next Chairman. I would also like to introduce the current officers of the company other than those officers who are also current directors of the company or nominees for directors of the company. Stephen P. Carey, Senior Vice President, Finance and Chief Financial Officer. Meredith W. Cook, Senior Vice President, General Counsel, and Corporate Secretary. Chad Gassert, Senior Vice President, Corporate Development and Strategy. Ori Gutwirth, Senior Vice President, Generics. Christopher Mutz, Senior Vice President, Head of Rare Disease.
Krista Davis, Senior Vice President and Chief Human Resources Officer, and Thomas Rowland, Senior Vice President, Head of Established Brands. In addition, please note that our Director, Muthuswamy Shanmugam, is also our Head of R&D and Chief Operating Officer of New Jersey Operations. Finally, I would like to introduce Joe Wagner of Ernst & Young LLP, the company's independent registered public accounting firm. Mr. Wagner is available to answer appropriate questions during the question and answer period of this meeting. The Chair now deems the following matters to be properly before this meeting. A, the nominees for Director who will serve until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until such Directors' earlier resignation, removal, or death are Thomas Haughey, Nikhil Lalwani, Matthew J. Leonard, Antonio R. Pera, Muthuswamy Shanmugam, Renee P. Tannenbaum, and Jeanne A. Thoma.
The proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2026. B, the proposal to approve the compensation of the company's named executive officers on an advisory basis. D, the proposal to approve the frequency of future advisory votes to approve the compensation of the company's named executive officers on an advisory basis. E, the proposal to approve the company's Amended and Restated 2022 Stock Incentive Plan.
The board recommends that you vote for the election of each of the nominees for Director, for the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, for the approval of the advisory non-binding resolution to approve executive compensation, for the option of one year on the frequency of conducting future advisory votes on compensation paid to the company's named executive officers, and for the approval of the Amended and Restated 2022 Stock Incentive Plan. Polls are open for voting on all matters to be presented and will remain open as we discuss the matters brought before this meeting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there.
Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. If there are any questions regarding the proposals being voted on today, please submit your questions on the web portal now. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals.
Nikhil, there are no questions at this time.
There being no further discussion of the proposals, we will now proceed with final voting. I will pause for a few seconds for final voting before the polls are closed. The polls are now closed. Based on the preliminary results, the Inspector of Election informs me that each of Thomas Haughey, Nikhil Lalwani, Matthew Leonard, Antonio R. Pera, Muthuswamy Shanmugam, Renee P. Tannenbaum, and Jeanne A. Thoma have been duly elected as Directors of the company to serve for a term expiring at the 2027 annual meeting of stockholders, and until their successors have been duly elected and qualified, or until such director's earlier resignation, removal, or death. Two, the proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been approved.
Three, the proposal to approve the compensation of the company's named executive officers on an advisory basis has been approved. Four, with respect to the frequency of future advisory votes to approve the compensation of the company's named executive officers, stockholders have indicated a preference for such advisory votes to be conducted every 1 year. Five, the proposal to approve the company's Amended and Restated 2022 Stock Incentive Plan has been approved. The company will file its Form 8-K reporting the final voting results within four business days of the conclusion of this meeting. This concludes the formal portion of today's meeting, and the meeting is now adjourned. We will now open our discussion for a question and answer period during which we will respond to any appropriate questions you may have.
If you have not already done so, please submit your questions now to make sure they're received in a timely fashion for our review and response. It appears that there are no questions.
Yeah, that's correct, Nikhil. There are no questions at this time.
Thank you, Steve. That was our CFO, Steve Carey. It appears that there are no questions. I will now address the questions that were submitted by our stockholders that are germane to this meeting. That is all the time we have today. Sorry, Meredith. Please go ahead.
No, go ahead. There are no questions. You can continue and close the meeting. Thank you.
Thank you, Meredith. That is all the time we have today. I want to thank you again for attending today's meeting and for the interest that you have shown in the company. We very much appreciate your attendance, and as always, thank you for your support.
This concludes today's meeting. You may now disconnect.