T3 Defense Inc. (DFNS)
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AGM 2026

Aug 5, 2026

Summary

The meeting covered director elections, auditor ratification, and a new equity incentive plan, all of which were approved by shareholders. No questions were raised during the Q&A, and risks were referenced in SEC filings.

Operator

Welcome to the annual meeting for T3 Defense Inc. Our host for today's call is Manny Shalom, Chief Executive Officer. I will now turn the call over to your host. Mr. Shalom, you may begin.

Manny Shalom
CEO, T3 Defense Inc

Thank you. Hello, and welcome to the annual meeting of stockholders of T3 Defense Inc. My name is Menachem "Manny" Shalom, and I'm the CEO of T3 Defense. Thank you for joining us today. I will be serving as chairman and secretary for this meeting. On behalf of the company, I want to welcome you and thank you for attending this annual meeting of the stockholders. As is custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide response to as many as possible and will address any unanswered questions on the provided web link shortly after the meeting.

In keeping the digital approach to this year's meeting, it is now shortly after 4:00 P.M. Eastern Time on August 5th, 2026, and this meeting is officially called to order. The company has appointed Matt Stark to act as Inspector of Election. Mr. Stark is with us today and has taken the oath of Inspector of Election earlier today. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to three questions. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors fixed July 9th, 2026, as the record date for determining stockholder entitled to vote at this meeting.

An affidavit has been delivered attesting to the fact that the proxy statement to stockholders was made available on about July 10th, 2026, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of record date, there were 126,311,902 shares of common stock outstanding and entitled to vote at this meeting. Tally of the voting to date indicates that quorum is present, and the meeting will proceed on that assumption. The presence of a quorum will be confirmed by the Inspector of Election when they complete their tally of the proxies and ballots. A final count of the exact number of shares present will be included in the minutes of this meeting. Now, I will present the matters to be voted upon.

Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal one, to elect the four director nominees to the board of directors. Proposal two, to ratify the appointment of Somekh Chaikin, a member firm of KPMG International for the fiscal year ending December 31st, 2026. Proposal three, to adopt the 2026 Evergreen Equity Incentive Plan, which will initially have 176,000 shares of common stock and will increase 8% annually. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. It is now 4:04 P.M. Eastern Time on August 5th, 2026, and the polls are now open.

Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the polls for the annual meeting of stockholders closed at 4:05 P.M. Eastern Time on August 5th, 2026. Now let's see the preliminary voting result. We have been informed by the Inspector of Election that the preliminary vote reports show that proposal one, the election of the four directors proposal, has received more votes cast in favor of such proposal than were cast opposing such proposal, and thus, the requisite number of votes for approval have been obtained.

Each director nominee received the affirmative vote of the plurality of the shares voted, and therefore, each nominee has been approved as a director of the company. Proposal two, the ratification of Somekh Chaikin as independent external auditor for the fiscal year ending December 31st, 2026, has received more votes cast in favor of such proposal than were cast opposing such proposal, and thus the requisite number of votes for approval have been obtained. Proposal three, the adoption of the 2026 Evergreen Equity Incentive Plan, has received more votes cast in favor of such proposal than were cast opposing such proposal, and thus, the requisite number of votes for approval have been obtained. We will be reporting the final vote result in a Form 8-K to be filed within four business days.

There being no further business to come before the meeting, the annual meeting of stockholder of T3 Defense Inc. is now adjourned. We would like to open things up for stockholder questions and comments. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Before we proceed, please may I remind you that during the course of this presentation or in answers to your questions, anyone on behalf of the company may make forward-looking statements regarding future events or the future performance of the company. Of course, we cannot foresee the future, and actual events may turn out to be different from what we expect. Because of the nature of this meeting, we cannot undertake to provide updates or corrections to any statement that we make about the future.

We refer you to our filings with the Securities and Exchange Commission, in particular to the company's most recent filings, the Form 10-K for the recently completed fiscal year, and Form 10-Q for the first quarter, as well as the current report on Form 8-K and the definitive proxy statement filed for this meeting. These documents identify important factors that could cause actual results to differ from any forward-looking statement we make today. Since we have no questions, I want to thank everybody for joining the meeting and wish all of us great success. Thank you so much.