Good morning. Welcome to the 2026 Special Meeting of Shareholders of Diamond Hill Investment Group, Inc. I am Scott Cooley, Chair of the Board of Directors of Diamond Hill and chair of today's meeting. We are excited to be hosting this virtual special meeting, which allows us to reach a greater number of our shareholders. Before we begin, I would like to take a moment to introduce the other people joining me today. Heather Brilliant, CEO and President of Diamond Hill. Carlotta King, Corporate Secretary and General Counsel, who will serve as the secretary of this meeting. Kathy Whedon, who is a representative of Broadridge Financial Solutions and is the Inspector of Elections for this meeting.
Kathy has taken an oath to discharge her duties with strict impartiality and according to the best of her ability. The oath of the Inspector of Elections will be filed with the minutes of this meeting. We will now convene the special meeting of shareholders. After presentation of the proposals and prior to the opening the polls for voting, shareholders may ask questions regarding the proposals by submitting them in writing in the designated field on the web portal. Please note that this meeting is being recorded. No one attending this meeting is permitted to use any audio recording device. I will now ask Carlotta King to report on the notice of and presence of a quorum for this meeting.
As noted in the definitive proxy statement previously provided to all shareholders of record, the board of directors fixed January 27, 2026 as the record date for determining the shareholders entitled to vote at this meeting. An affidavit has been delivered by Broadridge Financial Solutions attesting to the fact that a notice of the meeting and the proxy statement were mailed on or about January 28, 2026 to all shareholders of record as of the record date and will be incorporated into the minutes of this meeting. The shareholder list shows that as of the record date, there were 2,705,580 common shares outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that a majority of such shares are present in person, virtually, or represented by proxy at this meeting.
Accordingly, a quorum exists, and we may conduct business. A list of shareholders of record has been available for inspection for 10 days prior to this meeting and will continue to be available electronically throughout the special meeting.
Thank you, Carlotta. As set forth in the notice of meeting and our proxy materials, there are three matters to be considered and acted upon at this meeting. The business conducted at this meeting shall be limited to the three matters described in the notice for this meeting in accordance with the procedures set forth in the code of regulations. I will now ask you to present each of the proposals to be voted on at this meeting.
The first matter before this meeting is the proposal to adopt the Agreement and Plan of Merger dated as of December 10, 2025 among Diamond Hill, First Eagle Investment Management, LLC, and Soar Christopher Holdings, Inc., referred to as Merger Sub, a wholly owned subsidiary of First Eagle. Pursuant to the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Diamond Hill, whereupon the separate existence of Merger Sub will cease, and Diamond Hill will be the surviving corporation as a wholly owned subsidiary of First Eagle. We refer to the foregoing proposal as the merger agreement proposal. The board of directors unanimously recommends that the shareholders approve this proposal.
The second matter before this meeting is to approve on an advisory non-binding basis the compensation that may be paid or become payable to Diamond Hill's named executive officers that is based on or otherwise relates to the merger. We refer to the foregoing proposal as the merger-related compensation proposal. The board of directors unanimously recommends that the shareholders approve this proposal. The third matter before the meeting is to vote to approve the adjournment of this special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal. We refer to the foregoing proposal as the adjournment proposal. The board of directors at this time does not believe an adjournment of this meeting will be necessary or appropriate. At this time, we do not intend to open or close the polls on this proposal.
I will inform you if a contrary determination is made. That concludes the presentation of the proposals.
Thank you, Carlotta. If any shareholders would like to ask a question regarding any of the proposals, please submit your question through the web portal at this time.
Hi, my name is Alex Gardner. I am Managing Director of Product and Strategy at Diamond Hill. We will now take a few moments to see if any questions come through. It does not look like we have received any questions. I will now turn the meeting back to Scott Cooley.
Thank you, Alex. The polls for voting are now open. Any shareholder who has not 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 reflected there. Shareholders 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 declare the polls for the special shareholder meeting closed. Carlotta, will you please report the preliminary voting results.
Mr. Chairman, I have been informed by the Inspector of Elections that the preliminary vote report shows that, One, the merger agreement proposal has been approved and adopted. Two, the merger-related compensation proposal has been approved on an advisory basis. Three, the adjournment proposal was not presented at this meeting as no adjournment of this special meeting is necessary. We will be reporting the final vote results in a Form 8-K to be filed with the SEC within four business days.
Thank you, Carlotta. This concludes our formal business for today. The special meeting of shareholders of Diamond Hill Investment Group is hereby adjourned. Thank you for attending. We appreciate you and your continued support of Diamond Hill.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.