Good morning, ladies and gentlemen, and welcome to the special meeting of the stockholders at CBIZ, Inc. This meeting is now called to order. I am Rick Burdick, Chair of the Board of Directors at CBIZ. I will preside as chair of this meeting. I would like to introduce Jaileah Huddleston, Senior Vice President, Chief Legal Officer, and Corporate Secretary of CBIZ, who will serve as Secretary of this meeting. The Secretary has been provided with a list of our stockholders entitled to vote at this special meeting who were holders of record of common stock as of the close of business on September 16, 2026, the record date for determining the holders of common stock entitled to notice of and to vote at this special meeting.
The Secretary has also been provided with an affidavit of mailing from Broadridge attesting that the notice of this special meeting of stockholders and related proxy statement was first mailed on September 21, 2026, to our stockholders of record as of the record date. I direct this affidavit to be filed with the minutes of this meeting. A copy of our proxy statement is available on the special meeting website and the SEC's website.
Anthony P. Carideo of the Carideo Group has been duly appointed as Inspector of Election for today's meeting. Mr. Carideo duly executed the oath of Inspector of Election, which will be filed with the minutes of this meeting.
We are conducting this meeting in accordance with our charter by laws and conduct of meeting guidelines for the special meeting of stockholders. The conduct of meeting guidelines, agenda, and complete list of CBIZ stockholders entitled to vote at this meeting are available on the meeting website. Ms. Huddleston will now report on the number of shares of CBIZ represented by proxy at the meeting.
Mr. Burdick, the Inspector of Election has confirmed that proxies have been received by 40,430,774 shares of CBIZ common stock, which represents a majority of the shares of CBIZ common stock entitled to vote at this special meeting. Therefore, there is a quorum for all action to be taken at the meeting. The meeting is duly constituted, and we may now proceed with the business of the meeting.
As a reminder, the stockholders attending the virtual meeting can vote their shares online once the polls are opened through the closing of the polls by logging on to the meeting website as a stockholder and clicking Vote Here button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. It is now 8:02 A.M. Eastern Time, and the polls are now open. I will state each proposal to be considered and voted on by the stockholders in order.
The first item of the agenda to be considered and voted on by the stockholders is the proposal to adopt the agreement and plan of merger dated as of July 28, 2026 by and among CBIZ, Inc., Viking ParentCo, Inc., and Viking MergerCo, Inc., as described in the proxy statement, which we refer to as the merger agreement proposal. Information concerning this proposal, including a copy of the merger agreement, is set forth in the proxy statement. The merger agreement and the transactions included in the merger have previously been unanimously approved, declared advisable, and recommended by the Board of Directors. The Board of Directors unanimously recommends a vote for the approval of the merger agreement proposal.
The second item on the agenda to be considered and voted on by the stockholders is the proposal to approve by non-binding advisory vote the compensation that may be paid or become payable to CBIZ's named executive officers that is based on or otherwise relates to the transactions, including the merger as described in the proxy statement, which we refer to as the merger-related compensation proposal. Information concerning this proposal, including an estimate of the compensation that may become payable, is set forth in the proxy statement. The Board of Directors unanimously recommends a vote for the merger-related compensation proposal.
A third and final item on the agenda is the proposal to adjourn the special meeting to a later time or date, if necessary or appropriate, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies in favor of the merger agreement proposal if there are insufficient votes at the time of the special meeting to approve such proposal as described in the proxy statement, which we refer to as the adjournment proposal. The Board of Directors unanimously recommends a vote for the adjournment proposal. It is now 8:05 A.M. Eastern Time, and the polls are now closed. I ask for Ms. Huddleston to now provide a report of the voting results as received from the Inspector of Election.
Mr. Chair, I have received the preliminary voting results from the Inspector of Election based on the proxies received as of the opening of the polls at today's meeting. Based on these preliminary voting results, the first and second proposals have been approved. Because there was a sufficient number of votes to approve the merger agreement proposal, the third proposal regarding adjournment is not necessary. All votes are subject to final count certified by the Inspector of Election. We will report the final voting results on a Form 8-K filed with the SEC within four business days from today's meeting.
Thank you for attending today's meeting. There being no further business to come before the meeting, I will now entertain a motion to adjourn.
Mr. Chair, I move that the meeting be adjourned.
Mr. Secretary, I second the motion.
Ladies and gentlemen, on behalf of the board of directors, we stand adjourned. Thank you for attending today's meeting.
This now concludes the CBIZ Inc. special meeting of stockholders. Thank you for joining, and have a pleasant day.