Welcome to the reconvened annual meeting of stockholders for Edible Garden AG Incorporated. I would now like to introduce Jim Kras.
Good morning. I'm Jim Kras, President, Chief Executive Officer, and Chairman of the Board of Directors of Edible Garden AG Incorporated. It is a pleasure to welcome you to this reconvened annual meeting of stockholders. We're conducting our annual meeting virtually via webcast. At this meeting, we will introduce and vote on the proposals described in the proxy statement previously distributed to the stockholders by the board of directors and answer any appropriate questions from stockholders. I now call to order the reconvened annual meeting of stockholders, originally convened on June 17th, 2026, and adjourned to today due to lack of quorum. Members of management are with us today, including Kostas Dafoulas, our interim CFO, and our other directors, Pamela DonAroma, Mathew McConnell, Michael Naidrich, and Ryan Rogers.
Also present are the representatives of CBIZ CPAs P.C., our independent registered public accounting firm, and Harter Secrest & Emery LLP, our outside legal counsel. As with every meeting of stockholders, there are a series of corporate formalities and procedural matters of official business we must cover. I'll turn the meeting over to Kostas Dafoulas to handle the formal business of the meeting.
Thank you, Jim, and good morning. The record date for the meeting was May 6th, 2026. Only stockholders of record on the close of business on that date are entitled to vote at this meeting. I have in my possession a list of stockholders of record at the close of business on the record date. I have received an affidavit of distribution from Broadridge Financial Solutions indicating that the proxy statement and proxy card were distributed on or about May 21st, 2026, to all stockholders of record. The affidavit of distribution will be attached as Exhibit A to the minutes of this meeting and filed in the minute book of the company. The company has appointed a representative of Broadridge as the inspector of election for the meeting.
The inspector of election has signed an oath of office, which is available upon request and will be attached as Exhibit B to the minutes of this meeting and filed in the minute book of the company. Margaret Rhoda of Harter Secrest & Emery LLP will serve as Secretary of the meeting. There are 5,599,863 shares eligible to vote at this meeting, of which 1,924,358 shares are represented at the meeting in person or by proxy. We have therefore determined that at least one-third of the shares entitled to vote is present at the meeting in person or by proxy, and that a quorum is present. Jim Kras and I have been authorized by the board to act as proxy for proxies received by the company in connection with this meeting. The meeting is now officially open for business.
The next order of business is to consider and act upon the proposals described in the proxy statement previously distributed to the stockholders by the board of directors in connection with this meeting. We will vote electronically today. If you have voted by internet or telephone or sent in your proxy card and do not intend to change your vote, it is not necessary that you vote because we will count your proxy. For those of you who did not turn in your proxy card or who wish to change your vote, you may do so now by clicking on the Vote Here button on your screen. We will collect these votes, they will be counted in the final tally along with those previously received. The preliminary results of the voting will be reported at the end of this meeting.
The first proposal on which we are voting today is the election of five director nominees, Jim Kras, Pamela DonAroma, Mathew McConnell, Michael Naidrich, and Ryan Rogers, to serve on the company's board of directors for a one-year term and until their successors have been duly elected and qualified or, if sooner, until their death, disqualification, resignation, or removal. The second proposal on which we are voting today is the ratification of the appointment of CBIZ CPAs, P.C., as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.
The third proposal on which we are voting today is to approve amending the company's certificate of incorporation as amended to affect one or more reverse stock splits of the outstanding shares of common stock in a range of not less than one for five shares and not more than one for 250 shares at the discretion of the board of directors, provided that, one, the company shall not affect reverse stock splits that, in aggregate, exceed one for 250, and two, any such reverse stock split is effective no later than the one-year anniversary date of this annual meeting.
The final proposal on which we are voting today is to approve the adjournment of the annual meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the other proposals if there are not sufficient votes at the time of the annual meeting to adopt these proposals or to establish a quorum. For those of you who wish to vote today, please click on the Vote Here button on your screen. We will now process any electronic votes, and after we address any questions received in advance of the meeting, we will close the polls and report the results of the meeting.
We received one question about the proposals from stockholders prior to the meeting. The question is: Why should we trust this board, who has given financial control of Edible Garden to Streeterville Capital, who are regarded as an actively toxic funder for emerging companies? Small companies frequently work with specialized private equity funds because these investors understand how to unlock value in public companies that may be overlooked by larger institutional investors. Beyond capital, they bring operational expertise, acquisition expertise, experience, strategic relationships, and access to additional financing sources. The right partner can help accelerate growth, improve profitability, and create long-term value for shareholders while allowing the company to continue executing its strategic plan. We will allow another moment for you to submit electronic votes before closing the polls. Kostas, please continue.
Hello? Oops, sorry, I was on mute. Can you hear me?
Yes.
At this point, the polls are now closed. The preliminary results of the voting as reported by the Inspector of Election are as follows. Based on the votes cast in person or by proxy, each of the five director nominees has received a plurality of votes cast, and therefore, each director is duly elected. On the basis of votes of the majority of votes cast on the matter, one, the stockholders have ratified the appointment of CBIZ CPAs, P.C. as the company's registered independent public accounting firm. Two, the stockholders have approved amending the company's certificate of incorporation to effect one or more reverse stock splits of the outstanding common stock in a range of not less than one for five shares and not more than one for 250 shares at the discretion of the Board of Directors.
Three, the stockholders have approved the adjournment of the annual meeting from time to time, if necessary or appropriate. There being no other business to properly come before the meeting, the Inspector of Election is directed to file their report of the results of the voting at this meeting with the corporate secretary, which will be annexed to the minutes of this meeting as Exhibit C and filed in the minute book of the company. This brings the business portion of the meeting to an end. I would like to thank all the stockholders who have participated in this virtual annual meeting, as well as those who participated by proxy.
There being no further business, the meeting is adjourned. Thank you.
Thank you, ladies and gentlemen. That will conclude today's call. We thank you for your participation. You may disconnect at this time.