Welcome to the CXApp Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Khurram Sheikh. Please go ahead.
Good afternoon, everyone. Will the meeting please come to order? I am Khurram Sheikh, Chairman and Chief Executive Officer of CXApp Inc., Nasdaq ticker CXAI, which we will refer to as SKY or the company for short. Michelle Montano will be acting as Secretary of the annual meeting. I would like to begin by introducing our directors who are joining this virtual meeting today. We have Di-Ann Eisnor, Camillo Martino, George Mathai, and Shanti Priya. Along with my fellow directors of the company, I would like to welcome you to this annual meeting of stockholders. We appreciate your attendance, your interest, and most importantly, your support of SKY. Before we go through the procedural matters for the meeting, I would like to share with the shareholders the SKY vision and its evolution in light of the recent EngineRoom transaction and our future journey.
This slide that you see on the screen represents what I believe is the most important strategic evolution in the history of SKY. For the past several years, we have built a strong enterprise business. We have proven that our technology can serve some of the world's leading organizations, delivering mission-critical workplace experiences powered by AI, automation, and data. We have improved execution, strengthened our operations, and built a solid foundation. This is only the beginning. The AI revolution is changing software itself. We believe the future is no longer about individual applications. It is about intelligent operating layers that understand context, orchestrate work, and deploy autonomous agents that help organizations make better decisions and operate more efficiently. This is exactly what we are building.
Our operating AI layer is designed to unify data, context, workflows, and intelligent agents into a single platform that can continuously optimize how organizations function. Instead of simply responding to requests, our platform can anticipate needs, coordinate tasks, and automate complex business processes across the enterprise. The EngineRoom transaction dramatically accelerates this vision. This is not simply an acquisition of revenue. It is an expansion of our addressable market and our distribution capability. It gives us access to a large and attractive mid-market customer base while complementing our existing enterprise business. This combination creates a powerful flywheel. Our enterprise platform demonstrates scalability and credibility with sophisticated customers. EngineRoom expands our reach into thousands of additional organizations that are now looking for practical AI solutions they can deploy today. Together, they provide an ideal launchpad for the SKY platform and our next generation of vertical AI agents.
This strategy allows us to build once and deploy many times. Whether the customer is a global enterprise or a growing mid-market organization, they are leveraging the same proprietary AI operating layer underneath, creating significant economies of scale, faster innovation, and recurring revenue opportunities across multiple industries. In short, we are evolving from being a workplace experience company into an AI platform company. Our objective is straightforward. Build a durable, scalable business that combines enterprise leadership, mid-market expansion, and proprietary agentic AI technology into a long-term growth engine for shareholders. We believe this transformation positions SKY to participate in one of the largest technology shifts of our generation, and we're excited about the opportunities that lie ahead. As this slide shows, this transformation is not just for today, it's for tomorrow, and we're super excited about making this happen.
I'm really thankful to our team, our management team, as well as our employees all around the world that have helped bring it to this stage, and now we're looking forward to the future. Let's move to the business of the day, which is the proposals that were put onto the bylaws for the meeting. The annual meeting of stockholders is being held pursuant to the current bylaws of the company and the notice of annual meeting and proxy statement sent to all stockholders as of the close of business on April 17th, 2026, the record date. The annual meeting is being held by remote communication only in a virtual meeting format. After dealing with a few procedural matters, we will take up the items to be acted upon. The agenda for the meeting and the rules of conduct are located on the virtual meeting portal.
In order to conduct an orderly meeting and give all eligible stockholders an opportunity to participate, we ask that participants abide by these rules. We will be accepting questions online during the course of this meeting and will be answering questions at the end of the meeting. If you would like to submit a question to the company during this meeting, please do so through the Q&A function located on the meeting webpage. All questions will be subject to the rules of conduct for this meeting. We have allocated time at the end of the meeting to respond to appropriate questions and will answer your questions to the extent time permits. Michelle Montano has been appointed to serve as the Inspector of Election for this meeting. Michelle Montano has executed the oath of office, which will be filed with the minutes of this meeting.
Michelle Montano has certified the mailing of the notice of meeting and related proxy materials with respect to this meeting commenced on May 7th, 2026, to the company stockholders as of the close of business on April 17th, 2026, the record date for this annual meeting. A copy of the affidavit will be filed with the minutes of this meeting. A complete list of holders of record of the company's common stock as of the close of business on April 17, 2026, the record date for this meeting, who are eligible to vote at this meeting is available on the meeting website for inspection by any stockholder during this meeting. A copy of the list of stockholders will be filed with the minutes of the meeting. We have been advised by the Inspector of Election that a quorum is present at this annual meeting.
In accordance with the laws of the state of Delaware and the company bylaws. Proper notice having been given, this meeting has therefore been properly convened. It is now 2:07 P.M. Pacific Time on June 16, 2026, and the polls for voting on all matters presented to a vote at this meeting are open. All CXApp stockholders entitled to vote at this meeting have the ability to do so online through the meeting portal. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the meeting portal. Please remember that if you have already voted by proxy, your shares will automatically be voted in accordance with the instructions provided on your proxy card, and it is not necessary to vote again.
After voting has been completed on all matters on the agenda, we will close the polls and provide the preliminary results from the Inspector of Election. We will move now to a review of the proposals. Proposal Number one: Director Election Proposal. The first proposal to come before the company stockholders at this meeting is the proposal to elect Khurram P. Sheikh to serve as a Class C director to hold office until the date of the annual meeting of stockholders on the fiscal year ending December 31, 2028, and until his successor is duly elected and qualified, or until his earlier death, disqualification, resignation, or removal. The board has unanimously recommended that the company's stockholders vote for this proposal. Proposal Number two: Director Election Proposal.
The second proposal to come before the company stockholders at this meeting is the proposal to elect George Mathai to serve as a Class C director to hold office until the date of the annual meeting of stockholders following the fiscal year ending December 31, 2028, and until his successor is duly elected and qualified, or until his earlier death, disqualification, resignation, or removal. The board has unanimously recommended that the company's stockholders vote for this proposal. Proposal Number three: The Nasdaq 20% Proposal. The third proposal to come before the company stockholders at this meeting is the proposal to issue shares of CXApp common stock or securities convertible into or exercisable for CXApp common stock into one or more private placements in excess of 20% of the company's outstanding common stock. The board has unanimously recommended that the company's stockholders vote for this proposal.
Proposal Number four: The Reverse Stock Split and Charter Amendment Proposal. The fourth proposal to come before the company stockholders at this meeting is a proposal to authorize the board, at its discretion, to approve a reverse stock split of the company's common stock with a ratio between one for five and one for 100, for the primary purpose of maintaining CXApp's listing on the Nasdaq stock market and the amendment of the company's certificate of incorporation to reflect the reverse stock split. The board has unanimously recommended that the company stockholders vote for this proposal. Proposal Number five: The Say on Pay Proposal. The fifth proposal to come before the company stockholders at this meeting is a proposal to approve on a non-binding advisory basis the compensation of the named executive officer. The board has unanimously recommended that the company stockholders vote for this proposal.
Proposal Number 6: The Say on Frequency Proposal. The sixth proposal to come before the company stockholders at this meeting is a proposal to approve on a non-binding advisory basis the frequency of future advisory votes to approve our named executive officer compensation. The board has unanimously recommended that the company stockholders vote one year for this proposal. Proposal Number 7: The Independent Registered Accounting Firm Proposal. The seventh proposal to come before the company stockholders at this meeting is a proposal to ratify the selection of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026. The board has unanimously recommended that the company's stockholders vote for this proposal. The polls are about to close. If you have not yet voted, please do so.
Since everybody has had the opportunity to vote, it is now 2:13 P.M. Pacific Time. The polls are closed. The Inspector of Election will now count the votes. Based on the preliminary information received from the Inspector of Election, proposal numbers 1, 2, 3, 4, 5, and 7 have been approved. One year has been approved for proposal number 6. We will file the final report of the Inspector of Election with the records of this meeting. We will report the final results of the voting in a current report on Form 8-K, which will be filed with the SEC within four business days of this meeting. At this time, we would be happy to answer any appropriate questions from stockholders of the company in keeping with our rules of conduct. I see one question now.
We'll give another minute or so for people to ask more questions. The first question is, "Do you expect SKY will meet Nasdaq compliance of $1 for 10 consecutive days by September 2026?" Our target date for that is September 7th, is our compliance target date. Yes, absolutely, we are focused on hitting that compliance date and having our share price above $1. As you can see, we are working diligently on different strategies to execute on our financial performance as well as our operating performance. Part of the acquisition of EngineRoom is creating more value for shareholders, which we believe will lead to a higher stock price. We have other legal mechanisms to ensure that we will meet the requirements. Yes, absolutely. We are focused on hitting that timeline and achieving compliance before the deadline with Nasdaq.
Seeing that there are no other questions, this concludes the question and answer portion. Actually, we have one more question. "What happens with warrants after the reverse split?" That's a legal question. I will have to get counsel's advice on that. We will be in touch if there is any reverse split. We will let you know of any ramifications to warrants or others. Don't have an answer to that question today. Seeing that there are no other questions, this concludes our question and answer portion of our meeting. I want to remind you that responses provided in the question and answer session may contain forward-looking statements regarding future events and the future financial performance of the company.
Please be advised that any forward-looking statements are based upon any number of factors and risks as detailed from time to time in reports filed by us with the SEC, including in our quarterly report on Form 10-Q and our annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement. These statements reflect the company's current position. The company expressly disclaims any undertaking to release publicly any updates or revisions to reflect any change in the company's expectations or any change in events, conditions, or circumstances on which any such statement is based. All right. This concludes the business for this meeting. The meeting is now adjourned. Thank you, everybody, for participating, and look forward to the next follow-up in our quarterly earnings call coming up in August. Thank you so much. Take care.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.