Good morning. It is my pleasure to welcome you to the special meeting of the stockholders of EON Resources Inc. I'm Mitch Trotter, CFO and member of the board of directors of the company, and I will act as the chairman of this meeting. The special meeting of the stockholders is held for the purposes described in the proxy statement prepared by the company for this meeting and provided to our stockholders on or about March 21, 2025. We will conduct the formal part of the meeting where we will be voting upon the matters described in the proxy statement. With me today, also representing the company is Jesse Allen, VP of Operations; David Smith, Senior VP and General Counsel of the company. Mr. Smith will serve as the secretary of this meeting. On the meeting web page, you will find the proposal we are presenting and voting on.
You may click to vote your proxy if you wish to vote or change your vote prior to conclusion. Also available for inspection during the meeting is a certified list of stockholders of record. We will not be taking questions during the meeting today. The formal meeting will begin with the proof of proper notice of the meeting and that the quorum is present. Will the secretary now report regarding the notice?
Yes, Mr. Chairman. The proxy statement was made available via the internet on March 21st, 2025, and mailed on or about March 21st, 2025, to each stockholder of record as of the close of business on March 14th, 2025, the record date for this meeting. This notice complied with the requirements of the bylaws of the company and the laws of the state of Delaware. The affidavit attesting to the mailing of the notice of the meeting will be filed with the records of the meeting. A complete list of stockholders as of the record date has been on file here for the past 10 days and has been available during that period for inspection by any stockholder. This list is also available for inspection at this meeting.
In advance of this meeting, we appointed Karen Smith of Advantage Proxy to serve as the inspector of election for this meeting. Mrs. Smith has executed her oath of office and will be filed as part of the minutes of this meeting. All proxies previously received have been totaled, and additional proxies received before the vote will be added to the total. Ms. Smith, do you have the count on the number of shares represented in person via live audio webcast or by the proxy of this meeting?
Mr. Chairman, of the shares of common stock of the company outstanding on March 14, 2025, the record date for this meeting, there are represented here in person or by proxy more than one-third of the shares entitled to vote at this meeting.
Thank you. Since the presence in meeting in person or by proxy of more than one-third of the shares entitled to vote are represented at this meeting, and since proper notice of the meeting has been established, I declare this meeting properly constituted for the transaction of business. We will now proceed to the next order of business, which is to approve the issuance of convertible promissory notes, which are convertible into shares of Class A common stock to certain accredited investors who exchange or will exchange outstanding promissory notes and warrants for the converted promissory notes. Such issuance may be in excess of 99.99% of our issued and outstanding Class A common stock, which requires shareholder approval in accordance with the Listing Rule 5635(d) of the NYSE American. This proposal will here be referred to as the exchange proposal.
You can find more information about the proposal on the proxy statement. Rule 713(a) of the NYSE American Company Guide requires stockholder approval in connection with a transaction other than a public offering involving the sale or issuance by the issuer of common stock or securities convertible or exchangeable for common stock equal to 20% or more of the common stock or 20% or more of the voting power of the company's outstanding before the issuance for a price that is less than the lower of the closing price of the common stock immediately preceding the signing of the binding agreement for the issuance of such securities and the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities.
The company's board of directors believes the exchange proposal is in the best interest of the company's stockholders. I will entertain a motion at this time for the following resolution to be adopted by the stockholders. Resolved that for the purpose of complying with NYSE American Rule 713(a), the issuance of more than 19.99% of our issued and outstanding shares of common stock, including securities convertible into Class A common stock pursuant to the exchange agreements whereby certain accredited investors exchange or will exchange outstanding promissory notes and warrants for convertible promissory notes, is hereby approved.
Mr. Chairman, I so move.
I second the motion.
Thank you. It is moved and seconded that the resolution for the exchange proposal is approved. Is there any other discussion? The next item for consideration by the stockholders is to transact such other business as properly may come before the special meeting or any adjournments thereof. The board of directors is not aware of any other business to be presented to vote of the stockholders at the special meeting and will proceed with the vote. Those of you who have now already voted on the internet or by returning your proxy card do not need to do anything more unless you wish to change your vote, in which case you may do so now by changing your vote online. Anyone who has not voted by proxy or wishes to vote or change their vote via the live webcast may likewise do so now.
We will pause for 30 seconds to allow the investors to vote. As there are no further submissions, I declare that the polls close as of this date and time. Mrs. Smith, as the inspector of elections for this meeting, will now report the results of the voting.
Prior to the meeting, we tabulated the number of proxies submitted by the stockholders of the company in connection with this meeting. Based upon said tabulations, we report that a majority of the shares present in person or by proxy and entitled to vote at the special meeting voted in favor of the exchange proposal.
Thank you. Based on the inspector's report, I declare the approval of the exchange proposal. Because there were sufficient votes for all other proposals, we will not present the second proposal described in the proxy statement for adjournment of this meeting. There being no further business, we will entertain a motion that the meeting be adjourned.
Mr. Chairman, I move that the meeting be adjourned.
I second the motion.
It has been moved and seconded that the meeting be adjourned. For all those in favor, please say aye.
Aye.
For those opposed, say no. The ayes have it. I declare this meeting to be adjourned. That concludes the announced formal items of the agenda. Our program for the day has concluded. Thank you for attending today's meeting and for your continuing support of EON Resources.