Ladies and gentlemen, good afternoon, good evening, good morning. I'm Jim Lang, and I'm the Chairman of the Board of Directors of BioVie Inc. and Chairman of this annual meeting. I hereby call this annual meeting of stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this annual meeting. Mr. Cuong Do, Chief Executive Officer, Dr. Joe Palumbo, Chief Medical Officer, and Ms. Wendy Kim, Chief Financial Officer, are virtually attending this annual meeting of stakeholders, stockholders, excuse me.
In addition, directors Richard J. Berman, Robert Hariri, Sigmund Rogich, and Michael Sherman are virtually attending this annual meeting of stockholders. We also have Lee Tomasso of EisnerAmper LLP, the company's independent public accountants, virtually attending this annual meeting of stockholders. Finally, Michael Lee of Reed Smith, the company's outside securities counsel, is also attending this annual meeting of stockholders.
The polls are open for voting on all matters to be presented. After I 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 done already, and are a stockholder of record, which means you hold your shares in your own name and not through a brokerage account, as of September 30, 2024, you must submit your vote online now in order for it to be counted. If you are a stockholder of record as of that date and have not yet voted, I encourage you to vote online now.
I've asked Ms. Kim to act as Secretary of this annual meeting and to record the minutes of this annual meeting. Before considering the business to be discussed at this annual meeting, I would like Ms. Kim to report on the formal steps taken in connection with the annual meeting. Over to you, Wendy.
Okay, thank you. Mr. Chairman and the Board of Directors have adopted resolutions which provide this annual meeting be held today and which fix the close of business on September 30, 2024, as the record date for the determination of stockholders entitled to notice thereof and to vote at this annual meeting.
I hereby present the affidavit of Joanne Vogel, an employee of Broadridge Financial Solutions Inc., which states that the notice of the annual meeting of shareholders, proxy statement, annual report on 10-K, and proxy card were first mailed on October 9, 2024, to each holder of the company's common stock at the close of business on the record date.
I also have at this meeting a list of stockholders of the company's common stock as of the record date that was compiled by Broadridge and is available for viewing by the stockholders of record at this meeting. The list sets forth each stockholder's address and holdings as they appear on the records of the company's transfer agent and on the company's share ledger. According to this list, there were 7,956,660 shares of common stock issued and outstanding on the record date.
Each outstanding share of common stock is entitled to one vote per share on the matters presented to this annual meeting. Mr. Lang.
Thank you. Thank you, Ms. Kim. Thank you. I would like you to file the affidavit as to the mailing of the proxy material in the minute book of the company with the minutes of this annual meeting. Also, I hereby appoint Mr. Do, the company's Chief Executive Officer, to act as Inspector of Election of this meeting. The Inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.
Mr. Chairman, I present to you the oath signed by the Inspector of Election.
Thank you. The oath of the Inspector of Election will be filed with the minutes of this annual meeting. Will the Inspector of Election now provide us with a count of the stockholders virtually present or by proxy?
Mr. Lang, I can report that a preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders virtually present or by proxy and will render an exact report at the end of the annual meeting.
Thank you. Since the holders of record of at least the majority of the outstanding shares of common stock entitled to vote at this annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business is the election of six directors, known as the Board Election Proposal.
The persons receiving an affirmative vote of shares of common stock representing a plurality of the votes cast on the proposal at the annual meeting, virtually presented or represented by proxy, shall hold that position for a term of one year or until the next annual meeting or until another is chosen in his or her stead. I hereby open the floor for nominations.
Mr. Lang, as a stockholder of record of the company, I hereby nominate the following persons for election as directors to each serve for one-year term: Jim Lang, Cuong Do, Michael Sherman, Richard Berman, Robert Hariri, and Sigmund Rogich.
I second the nominations.
We have received nominations to elect six persons to serve as directors of the company for a one-year term. If there are no further nominations, I will entertain a motion that the nominations for the election of directors be closed.
I move that the nominations for election of directors be closed.
I second the motion.
The nominations are closed. The second order of business is the ratification of the appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the 2025 fiscal year. This is known as the Auditor's Ratification Proposal. This proposal needs to be approved by the affirmative vote of shares of common stock representing a majority of votes cast on the proposal, virtually present or represented by proxy at the annual meeting. I will now entertain a motion for the Auditor's Ratification Proposal.
I so move.
I second the motion.
The Auditor's Ratification Proposal is now closed. The third order of business is to conduct the non-binding advisory resolution to approve the compensation of named executive officers, known as the Say-On-Pay Proposal. This proposal needs to be approved by an affirmative vote of shares of common stock representing at least the majority of the votes cast on the proposal, virtually present or represented by proxy at the annual meeting. I will entertain a motion for the Say-On-Pay Proposal.
I so move.
I second the motion.
The Say-On-Pay Proposal is now closed. The fourth order of business is the approval of an amendment and restatement of the 2019 Omnibus Equity Incentive Plan to increase the number of shares authorized for issuance up to 1,250,000. This is known as the 2019 Plan Proposal. This proposal needs to be approved by the affirmative vote of shares of common stock representing at least the majority of votes cast on the proposal, virtually present or represented by proxy at this annual meeting.
I entertain a motion for the 2019 Plan Proposal.
I so move.
I second the motion.
The 2019 Plan Proposal is now closed. Are there any other matters to be brought before this meeting? Hearing none, I now call for votes for: one, the Board Election Proposal. Two, the Auditor Ratification Proposal. Three, the Say-On-Pay Proposal. And four, the approval of the 2019 Plan Proposal. The polls on all are now closed. Now, I would like to have the Inspector of Election complete his report showing a final count of the stock represented here today and the tally of votes cast in regard to each proposal.
As the Inspector of Election, I hereby report that there are 4,856,711 shares of common stock entitled to vote represented at this meeting, comprising approximately 60.8% of the outstanding common stock of the company.
In voting for directors, I hereby report that Jim Lang, Cuong Do, Michael Sherman, Richard Berman, Robert Harari, and Sigmund Rogich each received a plurality of the votes cast. In voting for the Auditor Ratification Proposal, I hereby report that 4,525,099 shares of the company's common stock representing approximately 93.2% of the common stock represented with respect to just the vote proposal.
In voting for the Say-On-Pay Proposal, I hereby report that 3,004,131 shares of the company's common stock representing approximately 93.9% of common stock represented with respect to this proposal.
In voting for the approval of the 2019 Plan Proposal, I hereby report that 2,963,641 shares of the company's common stock representing approximately 92.6% of shares of common stock represented with respect to this proposal.
Thank you, Mr. Do. I declare that, number one, Cuong Do, Michael Sherman, Richard Berman, Robert Harari, Sigmund Rogich, and I have been elected as directors of the company to serve for one-year term. Number two, the appointment of EisnerAmper LLP as independent registered public accounting firm for the 2025 fiscal year has been ratified. Number three, the Say-On-Pay Proposal has been approved. And finally, number four, the 2019 Plan Proposal has been approved.
I move that the annual meeting be adjourned.
I second the motion.
There being no objections to the motion made to adjourn this annual meeting, I hereby declare this annual meeting adjourned. Thank you.
That concludes the conference. Thank you for joining and have a pleasant day.
The host has ended this call. Goodbye.