Good day, and thank you for standing by. Welcome to the authID 2026 Annual Stockholders Meeting. At this time, all participants are in a listen-only mode. Please be advised that today's conference is being recorded.
I would now like to hand the conference over to your speaker today, Rhon Daguro, CEO. Please go ahead.
Good morning. My name is Rhon Daguro, CEO of authID. I will be serving as Chairman for this meeting. On behalf of the company, I want to welcome you and thank you for attending this meeting of the stockholders. I would like to introduce our Non-Executive Directors, Ken Jisser, Michael Koehneman, Kunal Mehta, Ram Menghani, and Jacqueline White . Also with us is our General Counsel and Secretary, Graham Arad, and Chief Financial Officer, Ed Sellitto, who are in attendance on this webcast. We will proceed with the formal business of the meeting as set out in the notice, which was sent to all stockholders.
As a reminder, this meeting is being recorded. The meeting is called to order. Graham Arad, General Counsel and Corporate Secretary, will act as secretary of this meeting.
If any stockholder has any questions about the resolutions that are to be proposed at this meeting, please post them now using the Q&A button at the top right corner of your screen, and we will address them prior to dealing with those proposals. If you are a registered shareholder and you have not yet voted, please do so now by going to investorvote.com/auid. You must be logged on as a stockholder with your control number in order to vote. If you are a beneficial owner of shares held in street name and you wish to vote in person at this annual meeting, you needed to have made arrangements with your broker prior to the meeting. If you have not done so, I regret you will not be able to vote at this time.
Christopher Perkins from Computershare has been appointed as Inspector of Elections for this meeting. He has taken the customary oath of office, which will be filed with the permanent records of the meeting. Mr. Chairman?
Will the Secretary please report the number of shares outstanding entitled to vote at this meeting?
The Board of Directors set the close of business on May 7th, 2026, as the record date for stockholders entitled to notice of and to vote at this meeting. The certified list of stockholders entitled to vote at the meeting is available and may be inspected by any stockholder. As of the record date, 16,132,487 shares of common stock were outstanding, each share being entitled to one vote on all matters before the meeting.
Under the bylaws, 1/3 of the shares entitled to vote present or represented by proxy constitute the quorum necessary to conduct business at the annual meeting. A tally by the Inspector of Election indicates that a quorum is present, and the meeting will proceed on that basis. A final count of the exact number of shares present will be included in the minutes of this meeting. The Secretary will summarize the business of the meeting as set forth in the notice of the meeting and proxy statement filed June 1st, 2026.
This meeting has been called to consider and vote upon the election of the six directors named in the notice to serve until the next annual meeting of stockholders. Two, to consider the ratification of Cherry Bekaert LLP as the independent auditors of the books and accounts of the company for the fiscal year ending December 31, 2026. Three, to consider the approval and ratification of the adoption of the 2026 Equity Incentive Plan and the allocation of 3.5 million shares of common stock for issuance under the 2026 Plan. Four, to transact such other business may properly come before the meeting. Directors will be elected by a plurality of the shares of common stock present and voting in person or by proxy at this meeting. A majority of the votes cast is required to approve the auditor appointment and the approval of the 2026 Plan.
This meeting will take up separately each of the items of business. Mr. Secretary, have any questions been received relating to the resolutions?
No, Mr. Chairman.
The first order of business is the election of directors. I recognize Graham Arad.
On behalf of the board, I nominate the following persons for election as directors of the company to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualify. Rhoniel A. Daguro , Ken Jisser, Michael L. Koehneman, Kunal Mehta, Ram Menghani, and Jacqueline L. White.
I second the nomination.
As no further nominations were timely received in accordance with the bylaws, I hereby declare that nominations for directors are closed.
We will now proceed with the consideration of the remaining matters set forth in the notice of the meeting.
Mr. Chairman, I move the adoption of the following resolution. Resolved, that the Board of Directors' selection of Cherry Bekaert LLP as the independent auditors to audit the books and accounts of the company for the fiscal year ending December 31, 2026, is hereby ratified and approved.
I second the motion.
Mr. Chairman, I move the adoption of the following resolution. Resolved that the 2026 Equity Incentive Plan, the 2026 Plan, be and it is hereby adopted, ratified, and approved, and that there be allocated to and reserved for issuance under the 2026 Plan, 3.5 million shares of common stock. As well as A, the balance of the shares that were not allocated to awards under the company's 2024 Equity Incentive Plan, the 24 Incentive Plan. B, any shares which are forfeited or canceled under awards granted under the 2024 Incentive Plan or other prior or subsequent compensation plans or otherwise, which shall become available for issuance under the 2026 Plan.
I second the motion.
The polls are now closed. The votes on the election of directors and the other matters proposed to the meeting will now be tallied.
I ask the Secretary to report on the vote on the proposals presented at the meeting.
Thank you, Mr. Chairman. The Inspector has reported that the following nominees received the highest number of votes for election as directors. Rhoniel A. Daguro , Ken Jisser, Michael L. Koehneman, Kunal Mehta, Ram Menghani, Jacqueline L. White. More than a majority of the shares cast have been voted in favor of the ratification of the appointment of Cherry Bekaert LLP as independent auditors for the fiscal year ending December 31, 2026, as well as the approval of the 2026 Incentive Plan. The precise voting numbers will be reported in the Forms 8-K to be filed following the meeting.
I therefore declare that the aforementioned directors have been elected members of the Board of Directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualify. I also declare that the stockholders have approved all the remaining resolutions proposed at the meeting. The meeting is now adjourned. I thank all stockholders for their support and participation in the meeting. Our next meeting with investors will be for the second quarter earnings call, which will be held in early August.
Thank you, operator.
Today's conference. Again, thank you for participating. You may now disconnect.