Hello, welcome to the special meeting of shareholders for Cantaloupe, Inc. I'm Ravi Venkatesan, Chief Executive Officer of Cantaloupe. I will act as chairman of this meeting, and Anna Novoseletsky, Chief Legal and Compliance Officer and General Counsel of Cantaloupe will act as the secretary for this meeting. The agenda for today's meeting and the rules of conduct that will govern today's meeting are available on our virtual meeting portal. It is now shortly after 8 A.M. Eastern Time on September 4, 2025, and I hereby call this meeting to order. I will now call on Ms. Novoseletsky to present certain items in connection with the holding of this meeting.
I hereby confirm that a list of the shareholders as of the close of business on July 21st, 2025, the record date of this meeting or entitled to vote at this meeting, has been prepared in accordance with applicable law. Further, I present to this meeting copies of the notice of special meeting and proxy statement, together with an affidavit as to the mailing of such materials to shareholders commencing on July 28, 2025. A ll of which will be filed with and made a part of the minutes of this meeting, and is similarly available on our virtual meeting portal.
Mr. Michael Barbera has been duly appointed as Inspector of Elections and has taken oath of office, which I direct be filed with the minutes of this meeting. Ms. Novoseletsky, please report the attendance virtually and represented by proxy at this meeting.
Our second amended and restated bylaws provide that the presence at a special meeting, virtually or represented by proxy, of shareholders entitled to cast at least the majority of the votes that all shareholders are entitled to cast in a particular matter to be acted upon at the special meeting, will constitute a quorum at the special meeting. Immediately prior to the commencement of this meeting, holders of shares representing 82%, 82.3% of the possible votes were present virtually or represented by proxy.
I declare that we have a quorum present and that this meeting is duly convened. We will now proceed with the items presented in the proxy statement furnished to our shareholders. If you have already submitted a valid proxy and do not wish to revoke it, you do not have to vote now during this meeting. Your votes will be cast as indicated on your proxy card. If you wish to change your vote or have not yet voted, please vote now using the voting tab on your screen. You're able to vote at any time during the special meeting, until I close the polls.
The first item of business today is the proposal to adopt and approve the Agreement and Plan of Merger dated as of June 15, 2025, by and among Cantaloupe, 365 Retail Markets, LLC, Catalyst Holdco I, Inc., Catalyst Holdco II, Inc., and Catalyst Merger Sub, Inc., as further described in detail in the proxy statement. The affirmative vote of a majority of the votes cast by all holders of the issued and outstanding shares of common stock and preferred stock, voting on as-converted basis, entitled to vote thereon, voting together as a single class, is required to approve the merger agreement proposal. Cantaloupe's board of directors recommends that you vote for the merger proposal.
The second item of business today is the proposal to approve, by a non-binding advisory vote, the compensation arrangements disclosed in the proxy statement that will or may become payable to Cantaloupe's named executive officers, in connection with the completion of the merger. The affirmative vote of a majority of the votes cast by all holders of the issued and outstanding shares of common stock and preferred stock, voting on an as-converted basis, entitled to vote thereon, voting together as a single class, is required to approve the compensation proposal. Cantaloupe's board of directors recommends that you vote for the compensation proposal.
The third item of business today is the proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, as determined by Cantaloupe's board of directors or the chairman of the meeting, to solicit additional proxies, to vote in favor of the proposal to approve and adopt the merger agreement, i n the event that there are insufficient votes at the time of the special meeting to establish a quorum or approve and adopt the merger agreement, to the extent necessary to ensure that any required supplement or amendment of the proxy statement is provided to Cantaloupe shareholders, within a reasonable amount of time prior to the special meeting or with the prior written consent of 365 Retail Markets, LLC. I, as chairman of this meeting, do not believe at this time that an adjournment of this meeting is necessary or appropriate.
Accordingly, at this time, I do not intend to open and close the polls on the adjournment proposal. I'll inform you if I make a contrary determination. Please cast your votes if you have not already done so. I'll shortly be closing the polls. The time is now 8:06 A.M. Eastern Time, and the polls are now closed. We will now report the results of voting. Based on the preliminary report of the Inspector of Elections, sufficient votes have been cast so that the merger proposal and the compensation proposal have passed. The exact and final vote count for each proposal will be reported in a current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission within four business days of today's meeting. This concludes the meeting. Thank you all for attending the special meeting and your continued support of Cantaloupe.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.