Welcome to the annual stockholder meeting for Smartbird, Inc. Our host for today's call is Nadia Carlsten, President, Chief Executive Officer, the Secretary, and a Director. I will now turn the call over to your host. Ms. Carlsten, you may begin.
Good afternoon. The meeting will now officially come to order. I am Nadia Carlsten, President, Chief Executive Officer, Secretary, and a Director of Smartbird, Inc. Along with my fellow directors and executive officers of the company, I would like to welcome you to the Smartbird 2026 annual stockholders meeting. We appreciate your attendance, your interest, and most importantly, your support of Smartbird. This meeting is being held pursuant to the bylaws of the company and written notice previously provided to all stockholders. Before we proceed with the formal business of the meeting, I'd like to take a moment to reinforce our excitement about Smartbird's path forward. With our retail operations now formally discontinued, we are addressing the significant opportunity we see in the AI infrastructure market, and we look forward to keeping you updated on our progress.
Now I'd like to introduce to you the members of the board and the management team who are with us. Joining us virtually today from the board are Lily Yan Hughes, Timothy Brown, Dan Levitan, and myself, Nadia Carlsten. Also joining us virtually today from the company's executive team is Annie Mitchell, our Chief Financial Officer. Kimberly Willis of Holland & Hart will be our secretary for this meeting. I would also like to introduce Dan Winter, a representative of the company's independent registered public accounting firm, and Amy Bowler of Holland & Hart, the company's outside legal counsel, who are in attendance virtually and available to respond to appropriate questions as needed. Now we'll move on to the official business of the meeting, following the order outlined in the meeting notice and proxy statement.
First, we'll go through the five proposals that our board has put forward for your approval. After we've presented all five proposals, we'll open it up for questions related to the proposals. Finally, we'll announce the preliminary voting results.
The time is 12:02 P.M. Pacific Time, and the polls are now open for voting on all matters to be presented at this meeting. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 10 votes. After we describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, we encourage you to vote online now.
You should all be able to access a copy of the rules of conduct for this meeting in the virtual meeting portal. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments through the text box located on the virtual meeting screen. We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. We will screen incoming questions and read germane questions out loud before the appropriate member of management or the board of directors responds. Questions and answers may be grouped by topic, and substantially similar questions may be grouped and answered once. Please submit your questions now to make sure they are received in a timely fashion for our review and response.
At this time, we'd like to ask the secretary of the meeting to report on the distribution of the meeting notice and the stockholder list.
I have an affidavit of mailing from Broadridge certifying that on August 11th, 2026, the notice of the meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on August 6th, 2026.
At this time, I'd like to introduce Kathy Reeden, a third-party inspector of elections with Broadridge, who is present virtually. I hereby appoint Kathy Reeden to serve in this role for today's meeting. Kathy has already taken an oath to perform her duties fairly and impartially, and we will file this oath as part of the meeting records. Her job is to verify voter eligibility, accept the votes, and count the final results after all voting is done. Will the secretary please report at this time with respect to the existence of a quorum?
I have been informed by the inspector of election that proxies have been received for shares representing 27,999,639 votes out of the 34,249,784 votes represented by the shares of Class A and Class B common stock outstanding on the record date. These votes represent approximately 81.75% of the aggregate voting power of the shares outstanding and entitled to vote at the meeting on the record date. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer any germane questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review.
There are five proposals to be considered by the stockholders at this meeting. The first item of business is the election of two Class II directors to serve until the 2029 annual meeting and until their successors are elected. The nominees for Class II director are Daniel Kasun and Elizabeth Mora. The second item of business is the approval of an amendment to the company's 2021 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance under the plan by 3,500,000 shares. The third item of business is the approval, for purposes of complying with Nasdaq Listing Rule 5635, of the issuance of shares of our Class A common stock, representing more than 19.99%, upon the conversion of certain convertible notes.
The fourth item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of BPM LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026. The fifth item of business is the approval of one or more adjournments of the annual meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the proposals presented at the meeting.
We will now review 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. There are no questions germane to the proposals. There are no questions. This time is now 12:09 P.M. Pacific, and the polls are now closed for voting.
May we have the results of the voting?
The results of the preliminary report of the Inspector of Election is as follows. All five proposals are carried. We will file the final report of the Inspector of Election with the records of this meeting. We expect to report the results of voting on a current report on Form 8-K to be filed with the SEC within four business days of this meeting.
This concludes the formal portion of today's meeting, and the annual meeting is now adjourned. Thank you again for your attendance at today's meeting and for your continued support of Smartbird.
This now concludes the meeting. Thank you for joining, and have a pleasant day.