Good morning, welcome to the 2023 Annual Meeting of Stockholders of Evolv Technologies, Inc. Will the meeting please come to order? My name is Peter George, and I'm the President and Chief Executive Officer of Evolv Technology Holdings. This meeting is being held in a virtual-only set format, and the webcast will be posted on our website for a period of time after the meeting. I'd like to begin the meeting by introducing the current members of the company's board of directors who are present in addition to myself. Present today are the following directors: Alan Cohen, Kevin Charlton, Michael Ellenbogen, Neil Glat, John Kedzierski, Merline Saintil, Kim Sheehy, Mark Sullivan, Bilal Zuberi. Any other members of the board who are present, please send a note to Whitney through the platform. We also have a number of company officers here with us.
Present today are Mike Ellenbogen, Co-founder, Chief Innovation Officer, and Brian Norris, Senior VP of Finance and Investor Relations. Paul DiNunzio and Margaret Budeno, representatives from PricewaterhouseCoopers LLP, are also present today. During the question and answer period at the end of the meeting, they will be available to answer questions. Brian Norris, the Senior Vice President of Finance and Investor Relations of the company, will serve as the secretary of the meeting and record the proceedings.
He's delivered an affidavit of Continental Stock Transfer & Trust, the register and transfer agent for our common stock, as to the distribution of the notice of the meeting, which states that on April 19th, 2023, notice of the meeting, together with the related proxy materials and notice of the internet availability of proxy materials, was distributed to all stockholders of record as of the close of business on April 4th, 2023, the record date for receiving notice of the meeting. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. I hereby appoint Mark Tumulty of Continental Stock Transfer & Trust as Inspector of Election for the meeting and an adjournment of postponement of this meeting. He has signed an oath to act, and this oath will be filed with the minutes of this meeting.
You should now all have access to a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that the participants follow these rules. As stated in the rules of conduct, should you desire to ask a question during the meeting, you must log in as a stockholder by entering the 12-digit control you received from your proxy materials. Each stockholder is limited to no more than two questions. When submitted a question, you must provide your name and organization. Brian Norris will now report on the existence of a quorum for the meeting.
Thank you, Peter. The stockholder list shows that holders of 148,102,734 Class A shares of common stock of Evolv Technologies Holdings, Inc. are entitled to vote at this meeting. The Inspector of Election has informed us that there are represented in person or by proxy, 103,272,574 shares of common stock, or approximately 70% of all shares entitled to vote at this meeting.
Based upon the percentage of the total shares of Evolv Technologies Holdings common stock held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. You should now all have access to a copy of the agenda. The meeting will take place as described in the agenda. When an item of business on the agenda is before the meeting for consideration, questions and comments should be limited to that item. If a stockholder has a question or comment not related to a business item on the agenda, an opportunity to raise other questions and comments will be provided after voting on the proposals described in the proxy statement. The first item of business is the election of four Class II Directors of the company.
The nominees are listed in the agenda and the proxy statement made available to you earlier. Directors elected today will hold office until the 2026 Annual Meeting of Stockholders and their successors are elected and qualified. The candidates for director who have been nominated to serve as directors by the company Nominating and Corporate Governance Committee are Alan Cohen, Neil Glat, Merline Saintil, and Mark Sullivan. In accordance with the advance notice provision in the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such other notice was received. Therefore, I declare the nominations for directors closed. A motion to elect four Class II Directors is now in order.
My name is Michael Ellenbogen Stockholder. I hereby move that each of Alan Cohen, Neil Glat, Merline Saintil, and Mark Sullivan be elected as directors to serve until the 2026 annual meeting of stockholders and their respective successors are elected and qualified.
Does anyone second the motion?
My name is Brian Norris, and I am a stockholder. I second the motion.
Voting will commence after all proposals have been presented. We will now move to the next proposal. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move to ratify the appointment of PricewaterhouseCoopers LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
Does anyone second the motion?
My name is Brian Norris, and I am a stockholder. I second the motion.
Because there's no further business on the agenda to come before the meeting, we will move on to voting. The Inspector of Election has the stockholder list of the company as of the close of business on April 4th, 2023. The record date for determining stockholders' eligibility to vote at the meeting, which shows the stockholders and their respective number of shares entitled to vote at this meeting. This list is available if any stockholder wishes to examine it, and will be filed with the minutes after this meeting. If you have provided your proxy card, your shares will be voted accordingly. If you desire a ballot, please raise your hand, and we will provide one to you. It's 10:10 A.M., and I declare the polls now open for each matter to be voted on today, May 30th, 2023.
I declare the polls now closed at 10:12 A.M. today, May 30th, 2023, and ask that the Inspector of Election collect and tabulate the ballots. Will the Secretary please report the results of the voting?
The Inspector of Election has informed us that the ballots have been tabulated and that the following results have been recorded. The following nominees for Class II Directors have been duly elected: Alan Cohen, Neil Glat, Merline Saintil, and Mark Sullivan have been elected as directors, having received in the affirmative vote of at least 68,571,978, 76,935,191, 62,081,595, and 68,600,411 votes respectively, representing a plurality of the votes cast at the meeting. The ratification of the appointment of PricewaterhouseCoopers LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023, has been approved by the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively.
I will now open the floor to questions. Please remember to follow the rules of conduct, especially regarding the time limit. If you'd like to be recognized, please submit your question via the online portal in accordance with the instructions provided.
Please give us a moment as we check Q&A. Mr. George, there are no questions for Q&A.
Thank you, Mr. Secretary. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. Since there are no other matters to come before the meeting, a motion to adjourn the meeting is now in order.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move that this meeting be adjourned.
Does anyone second the motion?
My name is Brian Norris, and I am a stockholder. I second the motion.
All in favor of the motion of adjournment, please signify by saying aye.
Aye.
Those opposed, please signify by saying no. The motion has been carried. I hereby declare this meeting adjourned. I'd like to take this opportunity to thank you for your attendance and your interest. Thank you.