Welcome to the special meeting of stockholders for Beyond Meat. Our host for today's call is Seth Goldman, Chairman of the Board of Directors. I will now turn the call over to your host. Mr. Goldman, you may begin.
Thank you, and good morning. It is now 8:00 A.M. Pacific time, and I would like to call the meeting to order. I'm Seth Goldman, Chair of the Board of Directors of Beyond Meat, and it is my privilege to welcome you to this special meeting of stockholders. Thank you for joining us. We believe that holding the special meeting virtually helps expand access, facilitate stockholder attendance, reduce costs, enable improved communication, support the health and well-being of our stockholders and other meeting participants, and reduce the environmental impact of this special meeting. In accordance with Beyond Meat's amended and restated bylaws, I will be acting as Chair of this meeting. This meeting is held pursuant to the company's amended and restated bylaws and the written notice sent to all stockholders of record as of 4:00 P.M. Eastern time on October 16, 2025.
Joining us virtually today are members of the Board of Directors, our Founder, President, and Chief Executive Officer, Ethan Brown, our Chief Financial Officer and Treasurer, Lubi Kutua, our Vice President, FP&A and Investor Relations, Paul Sheppard, and several members of our senior management team. Let me also name our officials for today's meeting, each of whom is in attendance virtually. Teri Witteman, our Chief Legal Officer and Secretary, will serve as Secretary for this meeting. As stated on the proxy card, Ethan Brown and Teri Witteman will act as proxies. If you have returned your proxy card, they will vote your shares as you indicated on the proxy card. Also attending, Crystal Pauly from American Election Services, LLC. She will serve as the Inspector of Elections. Ms. Pauly has previously taken her oath as the Inspector of Elections.
Upon joining the meeting, you will see that we have provided a copy of the rules and procedures for the conduct of this meeting on the web portal. To conduct an orderly meeting, we ask that participants abide by these rules. As stated in the rules, there is an opportunity to submit a question online. We will conduct the business of the meeting first, then we will turn to your questions with the remaining time we have. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that no one attending via the webcast is permitted to use any audio recording device. Thank you for your cooperation. We will now proceed with the formal business of this meeting as described in the notice of special meeting and the proxy statement.
I'll hand it over to Teri Witteman, our Chief Legal Officer and Secretary, to review the legal documentation in the presence of a quorum.
Thank you, Seth. I have the proof required by Delaware law and our amended and restated bylaws that the notice of special meeting, the proxy statement, and the proxy card, together with the letter from our Founder, President, and CEO, were mailed to stockholders commencing on October 17, 2025. The board established 4:00 P.M. Eastern time on October 16, 2025, as the record date for entitlement to receive notice of and to vote at this meeting. As of the record date, there were 397,607,401 shares of common stock issued and outstanding in accordance with Delaware law. In accordance with Delaware law, the list of registered holders of our common stock was available for inspection for the requisite time period at the company's principal place of business.
Under the company's amended and restated bylaws, a quorum is present when at least one-third of the voting power of the issued and outstanding shares of capital stock of the company entitled to vote at the meeting is present in person or represented by proxy at the meeting. The Inspector of Election has been sworn in, and I have her oath of office. The Inspector has informed me that a quorum is present. I will now turn it back over to Seth for the items of business.
Thank you, Teri. With the confirmation that a quorum is present, we will proceed with the business of the meeting. First, we will address the items being presented to stockholders for a vote at this meeting. As described in the proxy materials, there are five proposals to be considered, and the Board of Directors has recommended that stockholders vote in favor of proposals one, two, three, four, and five. No other matters will be considered. Following the voting, I will report the preliminary voting results from the Inspector of Election, and then the meeting will adjourn. The polls open today, November 19, 2025, at 8:00 A.M. Pacific time for voting on all matters before the meeting. Many of you have already mailed or otherwise delivered your proxy card and therefore intend to have your shares voted by the proxies.
If you have not already voted and wish to vote, the polls will remain open until we announce closing of the polls. If you have provided your proxy card, your shares will be voted in accordance with your instructions. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the Vote Here button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone, internet, or mobile device and do not want to change their vote do not need to take any further action.
The first matter presented for a vote is the proposal to approve, in accordance with NASDAQ Listing Rule 5635D, the potential issuance of shares of the company's common stock upon conversion or equitization of up to $215 million in aggregate principal amount of the company's newly issued 7% convertible senior secured lien pick toggle notes due 2030, including any notes issued as payment in kind interest or payment of accrued interest or make-whole payments in the form of common stock, which issuance would in the aggregate exceed 20% of the number of shares of common stock issued and outstanding immediately prior to the time of commencement of the company's offer to exchange its outstanding $1.5 billion in aggregate principal amount of 0% convertible senior notes due 2027. The Board of Directors has recommended that stockholders vote for the approval of the NASDAQ 5635D proposal.
The second matter presented for a vote is the proposal to approve an amendment and restatement of the Beyond Meat 2018 equity incentive plan to increase the number of shares of common stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the company out of such increase. The Board of Directors has recommended that stockholders vote for the approval of the restated plan proposal. The third matter presented for a vote is the proposal to approve an amendment to the company's restated certificate of incorporation to increase the number of authorized shares of common stock from 500 million to 3 billion in order to support, among other things, the additional share issuances of common stock issuable upon conversion of the new notes and under the restated plan.
The Board of Directors has recommended that stockholders vote for the approval of the authorized share increase proposal. The fourth matter presented for a vote is the proposal to approve a series of 30 alternate amendments to the company's restated certificate of incorporation to effect a reverse stock split of the issued and outstanding shares of common stock and a proportionate reduction in the number of authorized shares of common stock and correspondingly decrease the total number of authorized shares of our capital stock. The Board of Directors has recommended that stockholders vote for the approval of the reverse stock split proposal. I have been advised, based on the preliminary tabulation of proxies received, that there are sufficient votes to approve the foregoing proposals.
Accordingly, proposal five included in the proxy statement for this meeting, which relates to the adjournment of the meeting, will not be submitted for a vote today. We will pause for another moment to allow for any votes to be completed online. Again, if you have provided your proxy card, your shares will be voted in accordance with your instructions. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the Vote Here button on the web portal. The polls are now closed at 8:09 A.M. Pacific time, November 19, 2025, and the Inspector of Election will tabulate the votes. The next item on the agenda is the preliminary report of the Inspector of Election.
Any votes cast before the polls close but not reflected in the preliminary report will be reflected in the final report of the Inspector of Election, which will be affixed to the minutes of the meeting. The Inspector of Election will prepare the final report and certificate of the Inspector of Election once all votes are tallied, and the results will be detailed in a current report on Form 8-K, which we will file with the Securities and Exchange Commission. Based on the preliminary report of the Inspector of Election, Proposal number one, the NASDAQ Listing Rule 5635D proposal, has been approved. Proposal number two, the restated plan proposal, has been approved. Proposal number three, the authorized share increase proposal, has been approved. Proposal number four, the reverse stock split proposal, has been approved. That concludes the formal business to be brought before this meeting, and the stockholders' meeting is now adjourned.
At this time, I would like to invite Ethan Brown, our Founder, President, and CEO, to conduct a brief question-and-answer session. Ethan.
Thank you, Seth. We have one question that's been submitted in the form of a management proposal. The question is, why do you need reverse stock split authorization now? Can you still cancel the proposal?
We would not be able to cancel the proposal given it's just been voted on.
Thank you, Ethan. That will conclude our question-and-answer session. Thank you for your participation, and now Ethan Brown will provide closing remarks.
Thank you, Paul. At Beyond, we are committed to our mission to meaningfully impact how we deliver protein to consumers globally. As stockholders of our company, we thank you for your continued belief in our vision and your continued interest and commitment to our brand. We thank all of you for attending this special meeting of stockholders.
This now concludes the meeting. Thank you for joining. You may now disconnect and have a pleasant day.