Good morning, ladies and gentlemen. I am Harry Quarls, Chairman of the Board of Directors of ESS Tech, and I'm pleased to announce that ESS Tech's virtual annual meeting of stockholders, which was previously adjourned on October 6, 2025, is hereby reconvened as provided in the company's bylaws. Others were not present virtually or by proxy. A sufficient number of shares to constitute a quorum is present. I will act as chairperson of this meeting. I have asked Kelly Goodman, our Interim Chief Executive Officer and Corporate Secretary, to record the minutes of this meeting before proceeding further. Let me introduce the other directors who are in attendance virtually: Mike Niggli. Also in attendance virtually are the following executive officers: Kate Suhadolnik, who is our Interim Chief Financial Officer.
Also in attendance virtually are Rod Clark, representing KPMG LLP; Mark Baudler, representing Wilson Sonsini Goodrich & Rosati, our outside corporate counsel; and Lou Larsen, a representative of Broadridge Financial Solutions, the Inspector of Election for today's meeting. I will now turn the meeting over to Kelly Goodman, who also will conduct the formal portion of the meeting.
Thank you, Harry. Welcome to the reconvened ESS Tech, Inc's 2025 annual meeting. The annual meeting is being held virtually in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement dated September 22nd, 2025. After the voting, an announcement will be made regarding the preliminary results, and then the formal meeting will be adjourned. After we complete the formal meeting, there will be an opportunity for the stockholders to ask questions of the company's officers during the formal meeting. Questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding.
I have proof by affidavit that notice of this meeting has been duly given and that the notice of annual meeting of stockholders and notice of Internet availability of proxy materials were first sent or given on or about September 22nd, 2025, to all stockholders of record as of September 16th, 2025, the record date for the meeting. We have at this meeting a list of the stockholders of record as of that date. The affidavit, together with copies of the notice, proxy statement, and proxies, will be filed within minutes of the meeting. We have appointed Louis Larsen, a representative of Broadridge Financial Solutions Inc, to act as Inspector of Election for this annual meeting. The Inspector of Election has signed an oath of office which will be filed within minutes of this meeting.
The Inspector of Election has advised me that we have present virtually or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted and we may proceed with business. If you have previously submitted your proxy, it is not necessary that you complete another proxy or vote. Those stockholders who have not submitted proxies and who wish to vote remotely, or if you want to change your vote, please follow the instructions provided online. After voting has completed on all matters on the agenda, we will close the polls and we will announce the preliminary results of the voting at the end of the meeting. It is now 8:04 A.M. on October 13th, 2025, and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of a Class 1 Director.
As indicated in our proxy statement, Rich Hossfeld has been nominated by our Board of Directors for election as a Class 1 Director to hold office until the 2028 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, or removal. The nominee is currently serving as a Director of the Company. Our Board of Directors unanimously recommends that stockholders vote for the election of the nominee, and the proxies solicited by the Board of Directors will be voted in favor of the nominee. The Company's bylaws require that a stockholder provide advance notice to the Company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed.
The second item of business is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31st, 2025. Stockholder ratification is not required by the Company's bylaws, however, the Board is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the appointment of KPMG LLP as our independent registered public accounting firm, then the Audit Committee may reconsider the appointment. Our Board of Directors unanimously recommends a vote for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31st, 2025, and the proxies solicited by the Board will be voted in favor of this proposal.
The third item of business is to approve, for purposes of complying with the New York Stock Exchange's listing rules, the issuance of shares of common stock in excess of 19.99% of our outstanding common stock of up to $25 million of securities under our Standby Equity Purchase Agreement and up to 129,312 shares of common stock upon exercise of certain of our warrants to purchase common stock. Our Board of Directors unanimously recommends a vote for the approval of the issuance of shares of common stock in excess of the exchange cap of up to $25 million of securities under our Standby Equity Purchase Agreement and up to 129,312 shares of common stock upon exercise of certain of our warrants to purchase common stock. We will now proceed to the question period relating to the three items of business previously described.
All questions should be confined to those matters at this time. Any stockholder who has questions should submit their questions by following the instructions on the online meeting site. The Company has not received any questions related to the business items. If you are voting today, you must submit your votes online at this time in order for them to be counted by the Inspector of Election. The Inspector will not accept the vote or any changes or revocations submitted after the closing of the polls. We will now briefly pause to enable those who are voting virtually to finish voting. It is now 08:09 A.M. on October 13th, 2025, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes and changes or revocations will be accepted.
The proxies and votes will be tabulated by the Inspector of Election. At this time, I will ask Harry Quarls to provide a preliminary report on the voting results.
Based upon preliminary information provided by the Inspector of Election, I can report that 1. Rich Hossfeld has been elected to the Board of Directors of the Company to serve as a Class 1 Director. 2. The appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31st, 2025, has been ratified. 3. The proposal for purposes of complying with the New York Stock Exchange listing rules of the issuance of shares of common stock in excess of 19.99% of our outstanding common stock of up to $25 million of securities under our Standby Equity Purchase Agreement and up to 129,312 shares of common stock upon exercise of certain of our warrants to purchase common stock has been approved. These are the preliminary results of the voting.
The final results of the voting, including any ballots and proxies recorded during this meeting, will be set forth in the Report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K that will be filed with the SEC. There being no further business to come before this meeting, this annual meeting of stockholders is now adjourned. Thank you for your attendance at the formal portion of the meeting. We will now respond to questions. As time allows, I will ask Kelly Goodman to proceed with the question and answer period. Kelly?
Thank you, Harry. At this time we will proceed with a question and answer period with our stockholders. Before we go any further, I would like to note that during the course of the question and answer period, representatives of the Company may make forward-looking statements regarding future events or the future financial performance of the Company, which involve risks and uncertainties. Such statements are only predictions and actual events or results could differ materially from those predictions due to a number of risks and uncertainties, which include, but are not limited to, problems in the Company's manufacturing operations, issues related to the development and launch of the energy-based product, failure to successfully bid on projects and acquire customers, issues related to the Company's partnerships with third parties, and failure to raise additional capital, including under the Company's Standby Equity Purchase Agreement.
I refer you to the documents the Company files from time to time with the Securities and Exchange Commission. Specifically, the Company's last filed annual report on Form 10-K, which was filed on March 31st, 2025, and the last filed quarterly report on Form 10-Q, which was filed on August 14th, 2025. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. The virtual meeting webcast is now open for stockholder questions or comments. Any stockholder who has questions or comments should submit your questions or comments following the instructions on the online meeting site. We will now pause for questions. The Company has not received any questions and we will now proceed with closing the meeting. This annual meeting of stockholders is now adjourned.
I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of your company. We very much appreciate your attendance and, as always, thank you for your support.
This now concludes the meeting, and you now may disconnect.