Good morning. My name is Kristi Ann Matus, and I am the Chair of the Board of Cerence. It is my pleasure to welcome you to Cerence's 2026 annual meeting of shareholders. This meeting is being held to consider each of the proposals set out in the notice and proxy statement. Copies of the proxy materials are available on the Cerence Virtual Shareholders Meeting web, which is www.virtualshareholdermeeting.com/2026, under Meeting Materials, for anyone who would like to review.
We have enabled the ability for shareholders who have registered for the annual meeting at the Virtual Shareholders Meeting website to submit questions for today's meeting. Questions can be submitted until the proceedings for today are adjourned. Following the end of the formal section of our meeting today, we will respond to questions posed by the shareholders, if there are any.
Before turning to the formal business of the meeting, I would like to introduce our directors that have stood for re-election and executive officers in attendance this morning. Our other directors attending today are Brian Krzanich, our CEO, Marianne Budnik, Doug Davis, Marion Harris, and Marcy Klevorn. Arun Sarin and Mr. Nietzel are not standing for re-election to the board, and I would like to thank them for their long service to Cerence and to the board.
Now, I would also like to introduce the executive officers attending today's meeting. Brian Krzanich, Chief Executive Officer, Tony Rodriguez, Executive Vice President and Chief Financial Officer, and Jennifer Salinas, Executive Vice President, Chief Administrative Officer, and General Counsel. Today, our auditors, BDO USA, P.C., are represented by Nicole Kannen . Also here today is Richard Lizza, representing the Carideo Group.
Mr. Lizza will be acting as the Inspector of Election for today's meetings. Jennifer Salinas will record the minutes of this meeting. As stated earlier, following the formal portion of the meeting, we will respond to any submitted questions. I will now turn it over to Jennifer Salinas to call the meeting to order and to go over the voting mechanics for today's meeting. Jennifer?
Thank you, Kristi. I now call the meeting to order. I have proof by affidavit that the notice of internet availability for this meeting was mailed on or about January 2nd, 2026, to all shareholders of record at the close of business on December 15th, 2025, which is the record date for today's meeting. The Inspector of Election has advised me that we have present, by proxy, a sufficient number of shares to constitute a quorum. Therefore, this meeting is duly constituted. I will now turn to the voting mechanics for today's meeting. We will vote by electronic ballot today. If you have previously returned a proxy card or voted electronically or by telephone and do not intend to change your vote, then you do not need to take any action at this meeting.
For those of you who did not return a proxy card or vote electronically or by telephone, or who have already voted but wish to change your vote, you can do so during this meeting by clicking the Vote Here button link on the Cerence Virtual Shareholders Meeting website, www.virtualshareholdermeeting.com/crnc2026. After logging in with the 16-digit control number found on the Notice of Internet Availability of Proxy Materials, which is on your proxy card. These electronic ballots will be tabulated after the meeting and will be counted in the final votes from today's meeting. It being 11:04 A.M. Eastern Time on February 12th, 2026, the polls are now open, and we are now going to vote on Proposals 1, 2, and 3. Proposal 1 is the election of six directors.
The nominees are Kristi Ann Matus, Brian Krzanich, Marianne Budnik, Doug Davis, Marion Harris, and Marcy Klevorn. All nominees are currently directors. Proposal 2 is a non-binding advisory vote on the compensation of the company's named executive officers, as disclosed in the proxy statement. Proposal 3 is the ratification of BDO USA, P.C. as the independent registered public accounting firm for the company for the fiscal year ending September 30, 2026. The board of directors has recommended voting for each director nominee and for Proposals 2 and 3. May I have a motion to vote with respect to each of Proposals 1 through 3?
So moved.
The motion has been made to vote. Votes previously submitted by proxy will be voted in accordance with the instructions provided. Those of you who have registered and who are voting today, please submit your electronic ballots to indicate your votes on Proposals 1, 2, and 3. With the conclusion of the voting, the polls are now closed at 11:05 A.M. Eastern Time on February 12th, 2026. At this time, I invite Richard Lizza, our Inspector of Election, to report on the preliminary results of the voting.
Thank you, Ms. Salinas. The preliminary results of the shareholder votes are as follows: For Proposal One, the election of directors, approximately 21.9 million shares were voted for the election of Kristi Ann Matus. Approximately 21.1 million shares were voted for the election of Marianne Budnik. Approximately 22 million shares were voted for the election of Doug Davis. Approximately 22.1 million shares were voted for the election of Marion Harris. Approximately 22.1 million shares were voted for the election of Marcy Klevorn. And approximately 22.1 million shares were voted for the election of Brian Krzanich.
For Proposal 2, the non-binding advisory vote on the compensation of the company's named executive officers, as disclosed in the proxy statement, approximately 16.3 million shares, constituting approximately 73.4% of the shares voting at today's meeting, were voted for Proposal 2. For Proposal 3, the ratification of the appointment of BDO USA, P.C., approximately 32.4 million shares, constituting approximately 98.4% of the shares voting at today's meeting, were voted for Proposal 3.
Thank you, Richard. We will now report the results. Based on the preliminary votes, each of the six nominees for election to our board of directors has been reelected. The non-binding advisory vote on executive compensation received a majority of the votes cast, and BDO USA, P.C. has been ratified as our independent registered public accountant for the year ending September 30, 2026. We will tally the final vote and report the outcomes through a Form 8-K filing within four business days of today's meeting. There being no further business before us today, may I have a motion to adjourn the meeting?
I move to adjourn.
A motion to adjourn has been made. I declare the meeting adjourned.
Since we have not received any questions, I would simply like to thank everyone for attending our 2026 Annual Meeting of Shareholders. Thank you, everyone, and have a great day.