Bakkt, Inc. (BKKT)
NYSE: BKKT · Real-Time Price · USD
8.88
+0.05 (0.57%)
Apr 27, 2026, 1:30 PM EDT - Market open
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AGM 2025

Jun 17, 2025

Sean Collins
Chair of the Board, Bakkt Holdings, Inc.

Bakkt Holding, Inc's 2025 Annual Meeting of Stockholders. The meeting was previously called to order on June 10, 2025, before it was adjourned without opening the polls on matters that were scheduled to be submitted to a vote of the company's stockholders. We are now reconvening the 2025 Annual Meeting of Stockholders. This is Sean Collins, Chair of the Board of Directors of Bakkt Holding, Inc. I will preside as Chair of the meeting, which I now call to order. If my access to the meeting is disconnected, Marc D'Annunzio, our General Counsel and Corporate Secretary, will step in for me as Chair of today's Annual Meeting and conduct any remaining business of the meeting. We're very pleased you have joined us today.

Present with us today from management, we have Andrew Main, our Co-Chief Executive Officer, President and Director, Akshay Naheta, our Co-Chief Executive Officer and Director, Karen Alexander, our Chief Financial Officer, Marc D'Annunzio, our General Counsel and Secretary, Cody Fletcher from our Investor Relations Team, and Paul Simmons , our Vice President of Legal. Also with us are Connie Lopez and Jodie Yan of KPMG LLP, our Independent Public Accountants for the 2024 fiscal year, and Deborah Baker, Representative of Broadridge Financial Solutions, our Inspector of Election.

I'll now ask Mr. D'Annunzio to conduct the procedural components of this meeting.

Marc D’Annunzio
General Counsel and Secretary, Bakkt Holdings, Inc.

Thanks, Sean. Per the agenda in today's meeting, we will address and vote on the proposals described in the company's proxy statement dated April 28, 2025. Following the introduction of these proposals, we will provide time to answer questions you may have that are germane to the meeting agenda. Following the vote, we will announce the preliminary results and then adjourn the formal meeting. Please note that this meeting is being recorded by the company and that any unauthorized recording of this meeting is not permitted. A copy of the rules of conduct for this meeting is accessible by clicking on the appropriate link on the virtual meeting website. Thank you for your cooperation in following them.

I have an affidavit certifying that notice of this meeting was duly given and that the proxy materials for this meeting were made available on or about April 28, 2025, and supplemented on or about June 10, 2025, to all stockholders of record as of the close of business on April 14, 2025, which is the record date for this meeting. As of the record date, there were 6,661,815 shares of Bakkt Class A common stock and 7,177,076 shares of Bakkt Class V common stock outstanding and entitled to vote on each proposal presented at this meeting. A complete list of the stockholders of record as of the record date has been prepared and certified by our Registrar and Transfer Agent and is available for inspection by clicking on the appropriate link on the virtual meeting website.

The Inspector of Election has advised me that we have present a sufficient number of shares to constitute a quorum necessary to proceed with this meeting. We will now proceed with the formal business of the meeting. As set forth in the notice of meeting, there are six proposals properly before this meeting today. Proposal number 1 is to elect Michelle J. Goldberg, Akshay Naheta, and Jill Simeone to the board as Class I directors, each to hold office for a three-year term expiring in 2028 or until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.

Proposal number 2 is to approve an amendment to the company's 2021 Omnibus Incentive Plan, which we refer to as the 2021 Incentive Plan, to authorize 979,201 additional shares to increase the number of shares of Bakkt Class A common stock issuable under the 2021 Incentive Plan to 4,014,123 shares. Proposal number 3 is to approve an amendment to our Certificate of Incorporation, as currently in effect, to provide for officer exculpation as permitted by Delaware law. Proposal number 4 is to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 30 million shares to 60 million shares and, accordingly, to increase the number of authorized shares of common stock from 40 million to 70 million shares.

The total number of authorized shares of our capital stock, that is, the sum of the authorized shares of common stock and preferred stock, would accordingly increase from 41 million shares to 71 million shares. Proposal number 5 is to approve, on a non-binding advisory basis, the compensation of our named executive officers. Proposal number 6 is to approve, on a non-binding advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers. The company's Board of Directors recommends that you vote in favor of proposals 1, 2, 3, 4, and 5, and for proposal 6, that you vote to hold the stockholder advisory votes on the compensation of our named executive officers every one year.

Proposals 3 and 4 relate to proposed amendments to our Certificate of Incorporation. Each such proposal is independent of the other, and the approval of either proposal is not conditioned on the approval of the other proposal. As such, your vote on either proposal 3 or 4 does not affect your vote on the other. We will now respond to stockholder questions that are germane to the matters presented at the meeting. We will attempt to answer as many such questions as time allows. If there are multiple questions on the same topic, we may consolidate them and respond collectively. Please submit any questions through the virtual meeting portal. Please submit any other questions you have to ir@bakkt.com or to our Investor Relations Team directly. We will be happy to answer those questions after the meeting.

Please note, federal securities laws prohibit us from providing any material non-public information in this forum. That includes any information that would update or confirm any financial guidance that we've previously disclosed. If any questions touch on this or on any other material non-public information, we will not be able to answer those questions today. Please also note that our responses to your questions today may include forward-looking statements. Actual results could differ materially from those contemplated by our forward-looking statements. Reported results should not be considered as an indication of future performance.

Please review our filings with the Securities and Exchange Commission for a discussion of the factors that could cause our results to differ. Also, note that any forward-looking statements are based on information available to us as of today's date, and we disclaim any obligation to update any forward-looking statements except as required by law.

Now we'll open the floor to any questions.

Okay, we'll now move on to voting procedures. We will vote today by votes cast at the meeting and votes cast by proxy. If you previously voted via telephone or internet or by returning a proxy card and you do not intend to change your vote, it is not necessary to take further action, as the vote you already cast will be counted. Those of you who did not turn in a proxy or who wish to change your vote should vote through the procedure shown in the virtual meeting. Any votes cast today will be counted in the final tally along with the proxies previously received. Upon the closing of the polls, no proxies, votes, or any revocations or changes will be accepted. It is now 10:08 A.M. Eastern Time, and the polls are open for voting. I will pause at this time to allow stockholders to submit their votes.

It is now 10:10 A.M. Eastern Time, and since everyone has had the opportunity to vote, the polls are now closed with respect to each matter to be voted on at this meeting. The Independent Inspector of Election has provided me with a preliminary report of the votes cast by the appointed proxies. Based on the preliminary vote count and subject to final adjustment for any votes made during the meeting, I can report that. Proposal number 1 to elect Michelle J. Goldberg, Akshay Naheta, and Jill Simeone, nominees for the Class I Board of Directors, has passed. Proposal number 2 to approve an amendment to the 2021 Incentive Plan to authorize 979,201 additional shares to increase the number of shares of Bakkt Class A common stock issuable under the plan to 4,014,123 shares has passed.

Proposal number 3 to approve an amendment to our Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law has passed. Proposal number 4 to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 30 million shares to 60 million shares and, accordingly, to increase the number of authorized shares of Bakkt common stock from 40 million to 70 million shares has passed. Proposal number 5 to approve on a non-binding advisory basis the compensation of our named executive officers has passed. Regarding proposal number 6, the stockholders have voted for one year on a non-binding advisory basis regarding the frequency of future stockholder advisory votes on the compensation of our named executive officers.

The Inspector of Election will conduct and validate a final count of all votes, and we will announce final results in our current report on Form 8-K to be filed within four business days of this meeting. Sean?

Sean Collins
Chair of the Board, Bakkt Holdings, Inc.

Thanks, Marc. This concludes the formal business of the meeting, and I declare the meeting to be adjourned. I would like to express my sincere appreciation to the stockholders who attended this meeting as well as those who submitted their proxies but were not able to be present at this meeting. Thank you very much.

Speaker 3

This concludes today's meeting. Thank you for joining. You may now disconnect.

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