Good morning, and welcome to the 2024 Annual Meeting of Stockholders of Evolv Technologies Holdings, Inc. Will the meeting please come to order? My name is Peter George, and I'm the President and CEO of Evolv Technologies Holdings, Inc. This meeting is being held in a virtual-only 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: Kevin Charlton, Michael Ellenbogen, Neil Glat, David Mounts Gonzales, Rajan Naik, Merline Saintil, Kim Sheehy, Mark Sullivan, and Bilal Zuberi. We also have a number of company officers here with us.
Present today are Mike Ellenbogen, Co-founder, Chief Information Officer, Anil Chitkara, Co-founder, Chief Growth Officer, and Brian Norris, Senior Vice President of Finance and Investor Relations. Paul DeNunzio, the representative from PricewaterhouseCoopers, is also present today. During the question and answer period at the end of the meeting, he'll be available to answer questions. Eric Pyenson, General Counsel of the company, will serve as secretary of the meeting and record the proceedings.
He's delivered an affidavit of Continental Stock Transfer and Trust, the registrar and transfer agent for our common stock, as to the distribution of the notice of the meeting, which states that on April fifteenth, 2024, notice of the meeting, together with the related proxy materials and notice of Internet availability of proxy materials, was distributed to all stockholders of record as of the close of business on April second, 2024, 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 Henry Farrell of Continental Stock Transfer and Trust as the Inspector of Election for the meeting and any adjournment or 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 the 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 number you received with your proxy materials. Each stockholder is limited to no more than 2 questions. When submitting a question, you must provide your name and organization, if applicable. Eric Pyenson will now report on the existence of a quorum for the meeting.
The stockholder list shows that holders of 157,820,241 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, 134,451,324 shares of common stock, or approximately 85.246% of all shares entitled to vote at this meeting.
Based upon the percentage of the total voting power of shares of Evolv Technologies Holdings, Inc., common stock issued and outstanding and entitled to vote present in person or by remote communication, if applicable, or represented 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 a 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 three Class III 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 2027 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 Peter George, Michael Ellenbogen, and Rajan Naik. 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 three Class III Directors is now in order.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move that each of Peter George, Michael Ellenbogen, and Rajan Naik be elected as directors to serve until the 2027 Annual Meeting of Stockholders, and their respective successors are elected and qualified.
Does anyone second the motion?
My name is Anil Chitkara, and I am a stockholder. I second the motion.
Voting will commence after all proposals have been presented. We'll now move to the second proposal. The second item of business is to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December thirty-one, twenty twenty-four.
Does anyone second the motion?
My name is Anil Chitkara, and I am a stockholder. I second the motion.
The third item of business is to approve the amendment to our second amended and restated Certificate of Incorporation, to provide the exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the general corporation laws of the state of Delaware.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move to approve an amendment to the second amended and restated certificate of incorporation, to provide for the exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the general corporation laws of the state of Delaware.
Does anyone second the motion?
My name is Anil Chitkara, and I am a stockholder. I second the motion.
The fourth item of business is for stockholders to approve the following resolution regarding the compensation of the company's named executive officers. Resolved that the company's stockholders approve, by a non-binding advisory vote, the compensation of the named executive officers, as disclosed in the company's proxy statement for the 2024 annual meeting of stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move to approve the resolution regarding the compensation of the company's named executive officers.
Does anyone second the motion?
My name is Anil Chitkara, and I am a stockholder. I second the motion.
The fifth item of business is to approve, on an advisory, non-binding basis, the annual frequency of future advisory non-binding votes to approve the compensation of the company's named executive officers.
My name is Michael Ellenbogen, and I'm a stockholder. I hereby move to approve, on an advisory, non-binding basis, the annual frequency of future advisory non-binding votes to approve the compensation of the company's named executive officers.
Does anyone second the motion?
My name is Anil Chitkara, and I am a stockholder. I second the motion.
Because no further business is on the agenda to come before the meeting, we will now move on to voting. 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 is 10:10 A.M., and I declare the polls now open for each matter to be voted on today, May 31, 2024. I declare the polls now closed at 10:12 A.M. today, May 31, 2024, 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 three directors have been duly elected: Peter George, Michael Ellenbogen, and Rajan Naik have been elected as directors, having received the affirmative vote of at least 84,323,187, 86,205,632, and 98,347,852 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 31, 2024, has been approved by the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes on such matter.
The amendment to the company's second amended and restated certificate of incorporation to provide for the exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the general corporation laws of the State of Delaware, has not received the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the company entitled to vote thereon. The resolution to approve the compensation of the company's named executive officers on an advisory non-binding basis, has been approved, having received the affirmative vote of at least 80,188,833 votes, representing the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes on such matter.
The annual frequency of future advisory non-binding votes to approve the compensation of the company's named executive officers has been approved, having received the affirmative vote of at least 86,070,650 votes, representing the affirmative vote of the holders of the majority in voting power of the votes cast, excluding abstentions and broker non-votes on such matter.
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. 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 Anil Chitkara, and I am a stockholder. I second the motion.
All in favor of the motion of adjournment, please signify by saying, "Aye." Those opposed, 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.