Good day, and welcome to the BNB Plus Corp special meeting. Today's conference is being recorded. At this time, I would like to turn the conference over to Mr. Clay Shorrock. Please go ahead, sir.
Thank you. Good morning, and welcome to the BNB Plus special meeting of stockholders. I am Clay Shorrock, the President and CEO of BNB Plus, and chairperson of this special meeting. It is my pleasure to welcome you to our April 26th special meeting of the stockholders. We are conducting this special meeting as a virtual meeting by means of a live webcast. The agenda for the special meeting is displayed on your screen. You will also find the meeting materials, including the rules of conduct and procedures there as well. We are very pleased to have the directors of the company on the call today. We also have with us Beth Jantzen, our Chief Financial Officer. The meeting will please come to order.
We have in our possession a list of stockholders of record at the close of business on March 23rd, 2026, the record date for this special meeting set by the board of directors. We have in our possession a copy of the affidavit of distribution to stockholders indicating that the proxy statement and proxy card were distributed on or about May 24th of 2026 to all stockholders of record. Francis Bird, a representative of The Carideo Group, has been appointed by the company to serve as an independent inspector of elections for this meeting with the authority, among other things, to receive and determine the validity of all proxies and ballots submitted and to certify the number of shares represented at this meeting and results of the vote by the company stockholder on any motion. Ms. Jantzen will serve as the secretary of the meeting.
Now I will turn the floor to Ms. Jantzen for the moderation of today's meeting.
Thank you, Clay. Mr. Bird has taken and signed an oath to faithfully execute the duties of the inspector of election with strict impartiality and according to the best of his ability. The floor recognizes Mr. Bird.
The registrar has computed the number of shares represented under the official form of proxy made available or sent to shareholders, to which I have added the number of shares present electronically at this meeting. I report that the holders of at least 2,750,244 shares of common stock are represented at the meeting, which shares represent approximately 48.52% of the shares entitled to vote at this meeting.
A quorum is therefore present, and the meeting is properly constituted for the transaction of business. The proxies and any substitution of proxies presented at the meeting are hereby ordered filed with the records of the company.
Since no stockholder proposals were filed in advance of the meeting, the business of this meeting is limited to matters contained in the notice of meeting sent to each of the stockholders of the company, which are as follows. To grant the board of directors discretionary authority for 12 months to amend the company's certificate of incorporation as amended to effect a reverse stock split of the company's outstanding and treasury shares of common stock at a ratio in the range from 1 for 5 to 1 for 30, with such specific ratio to be determined by the company's board of directors following the special meeting, while leaving the number of authorized shares of common stock unchanged.
2, to approve any adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the reverse stock split proposal if there are not sufficient votes at the time of the special meeting to adopt the reverse stock split proposal or to establish a quorum. In order to avoid any confusion, let me take a few moments to outline the format for today's virtual meeting. A vote will now be taken on whether to approve each proposal. Once the votes on the proposals have been tallied, the preliminary results with respect to each proposal will be announced. After any other business that may properly come before the meeting has been transacted, the formal portion of the meeting will be adjourned.
Now, will all those who intend to vote electronically at the meeting but have not done so, please do so now. The polls are now closed with respect to the proposal. Mr. Bird, would you please report on the votes taken with respect to the reverse split proposal to grant discretionary authority to the board of directors to amend the company's certificate of incorporation as amended to effect a reverse stock split of the company's outstanding and treasury shares of common stock at a ratio in the range from 1-5 to 1-30, with such specific ratio to be determined by the company's board of directors following the special meeting, while leaving the number of authorized shares of common stock unchanged.
The adjournment proposal to approve any adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the reverse stock split proposal if there are not sufficient votes at the time of the special meeting to adopt the reverse stock split proposal or to establish a quorum.
Mr. Chairman, I would like to advise the meeting that with respect to the reverse stock split proposal and the adjournment proposal, Beth Jantzen and Clay Shorrock, as appointed in the official proxy card, have voted in accordance with the proxies received from stockholders. 2,420,538 shares, votes have been cast in favor of the reverse stock split proposal. 317,840 votes have been cast against it, and 11,866 votes have abstained. 2,400,755 votes have been cast in favor of the adjournment proposal. 314,899 votes have been cast against it, and 34,590 votes have abstained.
Based on the preliminary tally of the votes cast with respect to the reverse split proposal and the adjournment proposal, the number of votes cast in favor of each proposal exceeds the number of votes cast against each proposal, and the reverse split proposal and the adjournment proposal are hereby approved.
Thank you. The company will report final voting results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within 4 days after this meeting. I will now turn the floor to Clay.
Thank you, Beth. There being no other business to properly come before this meeting, the inspector of elections is directed to file the report of the results of the voting at this meeting with the company. The chair will now entertain a motion for adjournment of the meeting.
I move that the meeting be adjourned.
I second the motion. All those in favor of the motion, please signify their assent by saying aye. All those opposed to the motion, please signify their dissent by saying nay. Aye.
Aye.
The meeting is adjourned. Thank you all for attending our special meeting of the stockholders.
Thank you. This concludes today's call. We thank you for your participation. You may now disconnect.