Good morning and welcome to the Holdings, Inc. 2024 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to René Lacerte. Mr. Lacerte, please go ahead.
Thank you. Good morning, everyone. Welcome and thanks for joining us today for BILL's 2024 Annual Meeting of Stockholders. I'm René Lacerte, CEO and Founder of BILL and Chairman of BILL's Board of Directors. I will act as the chair of this annual meeting and now call the meeting to order. We are hosting our annual meeting virtually, with our stockholders attending via our web meeting portal. In addition to myself, all of our other board members have been invited to participate on the call today. And other members of BILL's leadership team participating on today's call are John Rettig, President and Chief Financial Officer, Raj Aji, Chief Legal Officer, Chief Compliance Officer and Secretary, and Karen Sansot, Vice President, Investor Relations. At this time, I would like to introduce Raj Aji, who will act as Secretary of this annual meeting and keep the minutes.
Raj will now begin the formal matters to be discussed at this meeting.
Thanks, René. I'm advised by the Inspector of Election that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today. And therefore, a quorum is present. We'll describe the proposals to be voted on shortly after reviewing a few logistics. Polls are now open for voting. The voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or have previously voted via the internet or by phone or who do not wish to change their vote do not need to take further action. Their votes will be counted automatically.
We expect to close the polls approximately one minute after the presentation of matters to be voted upon. After the formal business of the meeting is concluded, we'll provide an opportunity for stockholders to ask questions of management. Though we may not be able to answer every single question, we'll do our best to respond to as many as possible in the time permitted. Please note that stockholders who desire to ask a question may do so by presenting the question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions, and you must have your 16-digit control number to do so. This meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. The webcast playback will be available at the same link for this meeting within 24 hours of the meeting.
The webcast will be available for up to 90 days after this meeting. At this point, I would also like to introduce a few more people who are in attendance at today's meeting: Kevin Cherrstrom of PricewaterhouseCoopers LLP, our independent registered public accounting firm. Mr. Cherrstrom will be available during the question and answer session to respond to appropriate questions. Kathy Wheaton of Clear Lake Consulting LLC will act as the Inspector of Election for this meeting and tabulate results of the voting. Ms. Wheaton has executed the oath of Inspector of Election. Now let me turn to the formal business of this meeting. The proposals to be considered at this meeting are described in BILL's proxy statement dated October 25th, 2024. Our Board of Directors fixed October 10th, 2024, as a record date for determining the stockholders entitled to vote at this meeting.
I present to this meeting an affidavit of Broadridge Financial Solutions, attesting that a notice of internet availability of proxy materials was mailed on or about October 25th, 2024, to all of BILL's stockholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. Our list of stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing the stockholder. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section. The list of stockholders shows that as of the record date, there were 103,489,114 shares of our common stock outstanding and entitled to vote at this meeting, with each share of the common stock entitled to one vote.
Now I'll present the matters to be voted upon. Proposal one: Election of Directors. As stated in the notice of this annual meeting and our proxy statement, the first item of business is to elect four directors, each to serve a three-year term expiring at the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The director nominees are Aida Álvarez, Steve Fisher, Allison Mnookin, and Alison Wagonfeld. No other director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each of the nominated directors.
As Secretary of this annual meeting and on behalf of the Board of Directors, I move for the election of each of the nominated directors, which motion is seconded by proxy. Proposal two: Ratification of Independent Registered Public Accounting Firm. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30th, 2025. The Board of Directors recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP. As Secretary of this annual meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. Proposal three: Advisory vote on the compensation of our named executive officers. The third item of business is to vote on a non-binding advisory basis to approve the compensation of our named executive officers.
The Board of Directors recommends a vote for the approval on the non-binding advisory basis of the compensation of our named executive officers. As Secretary of this annual meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. Proposal four: Approval of an amendment to our Restated Certificate of Incorporation. The fourth item of business is to approve an amendment to our Restated Certificate of Incorporation to provide for the exculpation of our officers from personal liability for certain breaches of the duty of care in accordance with recent amendments to the general corporation law of the State of Delaware. The Board recommends a vote for the approval of the amendment. As Secretary of this annual meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy.
As noted earlier, the voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We will now pause briefly to leave the polls open to allow anyone who chooses to vote here to cast ballots. Time begins now. Now that everyone has had an opportunity to vote, I declare the polls for the 2024 annual meeting of stockholders of BILL Holdings, Inc. closed. We now have preliminary voting results.
Directors elected pursuant to Proposal One are elected by a plurality of the votes of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the four nominees receiving the highest number of affirmative votes will be elected to the Board of Directors. Based on preliminary results as tabulated by the Inspector of Election, Aida Álvarez, Steve Fisher, Allison Mnookin, and Alison Wagonfeld are the four nominees on the ballot who received the highest number of affirmative votes cast, and therefore, each nominee has been elected to the Board of Directors.
The vote required to approve Proposal Two is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal Two that are present in person or represented by proxy at the meeting and have voted for or against the matter. Based on preliminary results as tabulated by the Inspector of Election, the proposal to ratify the appointment of PricewaterhouseCoopers LLP has been approved by a majority of the votes cast. The vote required to approve Proposal Three is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal Three that are present in person or represented by proxy at the meeting and have voted for or against the matter.
Based on preliminary results as tabulated by the Inspector of Election, the proposal to approve the compensation of our named executive officers on a non-binding advisory basis has been approved by a majority of the votes cast. The vote required to approve Proposal Four is the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of common stock entitled to vote at the annual meeting, voting as a single class. Based on preliminary results as tabulated by the Inspector of Election, the proposal to amend the Restated Certificate of Incorporation has been approved by the requisite majority. Final results of the vote will be recorded as stated in the minutes of this meeting and filed with the Securities and Exchange Commission on the Form 8-K within four business days.
This concludes the formal business of this meeting, and the meeting is hereby adjourned. We will now address any relevant questions that stockholders may have submitted through the webcast portal. If you have not already submitted a question and wish to do so, please enter your question now. As noted earlier, stockholders are limited to one question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted, which is limited to 10 minutes. If we do not receive any relevant questions, we will conclude the question and answer session earlier. Please note, if you have a specific question about a specific BILL service offering or your customer account, please feel free to send those questions to investor@ir.bill.com, where they will be answered in due course separate from this meeting.
We will now pause briefly to allow stockholders to submit questions through the portal. Karen, have any questions been submitted?
We do not see any questions, and we'll conclude the question and answer session.
Thank you, Karen, and thank you all for who joined us today.
This concludes BILL Holdings Inc.'s 2024 annual meeting of stockholders. A replay of the meeting will be available within 24 hours at the website you logged into today. You will not be disconnected from the meeting. Thank you and have a good day.