Welcome to the 2025 Annual Meeting of Stockholders of Fortress Biotech, Inc. I will now hand it over to Dr. Lindsay A. Rosenwald.
Good morning. I'm Lindsay A. Rosenwald, Executive Chairman, President, and CEO of Fortress Biotech, and I will be presiding over today's virtual meeting of stockholders. On behalf of our company, I want to welcome you to our 2025 Annual Meeting of Stockholders, which is now formally called to order. We are very pleased to have each of you in attendance at today's virtual meeting. Let me begin by introducing the directors of the company in attendance via remote communication. With us today are Jimmie Harvey, Malcolm Hoenlein, Dov Klein, Jay Lobell, Kevin Lorenz, and Michael Weiss. Also present here today is Joseph Epstein from KPMG LLP, our independent auditors for the year ending December 31, 2024. Rakesh Gopalan and David Wolpa of Troutman Pepper Locke LLP, our legal counsel.
David Jin, our Chief Financial Officer, who will serve as Secretary of the Meeting, and Jennifer Borden, who will serve as Inspector of Elections of the Meeting. Our order of business this morning will be to accept the motions to be considered, collect the votes, and then receive a report from the Inspector of Elections about the results. If you have any questions, please submit them to ir@fortressbiotech.com, and we will address them after the meeting. This brings us to the first item on the agenda, which is the determination of a quorum. The bylaws and Delaware law provide that the presence, in person or by proxy, of a majority of the shares of stock issued and outstanding on the record date constitutes a quorum. Jennifer, do we have a quorum?
Yes, we do. A majority of the shares of stock issued and outstanding as of the record date, April 21, 2025, are represented at the meeting.
Thank you, Jennifer. There are five motions to be voted on by the stockholders. The first motion is the election of Lindsay A. Rosenwald, Jimmie Harvey, Malcolm Hoenlein, Dov Klein, Jay Lobell, Kevin Lorenz, and Michael Weiss as directors to hold office until the Annual Meeting in 2026 or until their successors have been elected and qualified. The second motion is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ended December 31st, 2025. The third motion is to approve on an advisory basis the compensation of the company's named executive officers. The fourth motion is to approve on an advisory basis the frequency with which we will hold non-binding advisory votes on the compensation of the named executive officers of the company.
Fifth motion is to approve the second amended and restated certificate of incorporation of the company to provide for, among other things, officer exculpation. All stockholders of record as of April 21st, 2025, are entitled to vote at this virtual meeting and have the ability to do so online. If there is any stockholder of record as of April 21st, 2025 who has not voted by proxy and now wants to vote or who has previously voted by proxy but now wants to change that vote, you may now vote online by following the instructions available on the virtual meeting website. If you had already sent your proxy card and do not want to change your vote, you do not need to do anything now. Okay, then I'll now call this question on the following resolutions.
Resolve that the following persons hereby are elected as directors of the company to serve until the 2026 Annual Meeting of Stockholders or until their successors are elected and qualified: Lindsay Rosenwald, Jimmie Harvey, Malcolm Hoenlein, Dov Klein, Jay Lobell, Kevin Lorenz, and Michael Weiss. Resolve that the appointment of KPMG LLP to serve as the company's independent registered public accounting firm for the year ending December 31st, 2025, is hereby ratified. Resolve the compensation of the company's named executive officers on an advisory basis is approved. Resolve the three-year frequency for holding future non-binding advisory votes on the compensation of the named executive officers of the company on an advisory basis is approved. Resolve the second amended and restated certificate of incorporation of the company to provide for, among other things, officer exculpation is adopted and approved. At this moment, I am going to officially close the polls.
I want to thank everyone for your participation. I'll now ask the Inspector of Elections to report on the vote.
Mr. Chairman, based on the preliminary results, all of the nominees for director have been approved. The motion to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2025 fiscal year has been approved. The compensation of the company's named executive officers has been approved on an advisory basis. The three-year frequency of the company's non-binding advisory votes on the compensation of the named executive officers of the company has been approved on an advisory basis. The second amended and restated certificate of incorporation of the company to provide for, among other things, officer exculpation has not been approved.
Thank you, Jennifer. That completes our formal business for today and concludes the 2025 Annual Stockholders' Meeting. Thank you for joining today and for your support of Fortress Biotech. Let me now formally close this meeting.
The meeting has now concluded. You may now disconnect.