Morning. The annual meeting of stockholders of Hayward Holdings, Inc. is now called to order. I am Steve Felice, Hayward's Chairman of the Board, and I will be presiding over this meeting. Thank you for attending. Welcome to you all. Joining us today are my fellow Directors, Kevin Brown, Diane S. Dayhoff, Lawrence Silber, Arthur Soucy, Lori A. Walker, Edward Ward, Kevin Holleran, who also serves as our President and CEO. Our CFO, Eifion Jones, our Chief Legal Officer and Corporate Secretary, Susan Canning, and our Vice President of Investor Relations, Kevin Maczka, are also here. Also in attendance is a representative from PricewaterhouseCoopers, LLP, Noel Bowers.
The purpose of today's meeting is to elect the three nominees named in our proxy to serve as directors of the company, approve on an advisory basis the compensation of our named executive officers, and ratify the appointment of PwC as our independent registered public accounting firm for 2026, and transact any other business as may properly come before this meeting. Representatives of PwC are in attendance and are available to respond to appropriate questions. You may submit questions for PwC or with respect to the agenda items submitted for a stockholder vote by using the field provided in the web portal. After completion of the formal business of the meeting, we will answer general questions about our company that are submitted through the web portal.
By delegation from the Company's Board of Directors, Kevin Holleran has been authorized to appoint one or more inspectors for tabulating the votes on all matters coming before this meeting. Kevin, would you please identify the voting inspector now?
I've appointed Heather Obey to serve as voting inspector for this meeting with all duties prescribed by applicable law and the company's bylaws.
Thank you, Kevin. Now, Susan Canning, our Corporate Secretary, will report on the notice of the meeting, mailing, and other matters.
The board of directors set March 25th, 2026 as the record date for determination of stockholders entitled to vote at this meeting. Notice of this meeting and proxy materials were first mailed or otherwise made available beginning April 2nd, 2026 to all stockholders of record as of the record date.
Susan, please report as to the number of shares determined to be present or represented at this meeting.
The proxy reports as follows: 217,662,103 total shares were outstanding as of the record date and are entitled to be voted at this meeting. Holders of shares in excess of one-half of the total outstanding shares entitled to be voted at the meeting are either present or represented by proxy.
As holders of a majority of the shares entitled to be voted at today's meeting that are present or represented by proxy, I declare that a quorum is present and that the meeting is open for business. In accordance with our company's bylaws, no substantive matter may be introduced by a stockholder for a vote at this meeting, and no individual may be nominated by a stockholder for election as a director unless notice of that proposal or nomination had been given to the company's corporate secretary on or before February 20, 2026. Because no such notice was received, the only substantive business matters on our agenda today are the items listed in the company's annual meeting notice, and the only nominees for election are the individuals listed in the company's proxy material for the annual meeting. I now declare the polls open.
Holders of legal proxies who have logged into today's meeting using the unique 16-digit control number provided to them may now vote their shares by following the instructions on the website. If you have previously submitted your voting instructions, there is no need to do so again. Described in the proxy statement, the first item of business at today's meeting is the election of three directors. Susan, as Corporate Secretary, please present the names of the nominees for election as directors.
The board of directors has nominated Kevin Brown, Arthur Soucy, and Lori Walker as nominees for election as Class two directors to serve terms lasting until our 2029 annual meeting of stockholders and their successors are duly elected and qualified. Information with respect to these nominees was included in the company's proxy materials for this meeting.
Thank you, Susan. The election of such nominees is now presented to this meeting for a vote. I would like to remind everyone that the board of directors recommends that you vote for the election of all nominees. Second item on the agenda is the advisory vote on the compensation of our named executive officer. Susan, will you present the resolution?
The following resolution is presented to the stockholders for approval. Resolved that the stockholders hereby approve on an advisory basis the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion in the company's proxy statement for the 2026 annual meeting of stockholders.
Thank you, Susan. The advisory approval of the compensation of our named executive officers is now presented to this meeting for a vote. I would like to remind everyone that the Board of Directors recommends that you vote for the approval of the compensation of the named executive officers. Third item on the agenda is the ratification of the Audit Committee's selection of independent auditors. Susan, will you present the resolution?
The following resolution is presented to the stockholders for approval. Resolved that the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2026 is hereby ratified.
Thank you, Susan. The ratification of such resolution is now presented to this meeting for a vote. I would like to remind everyone that the board of directors recommends that you vote for the ratification of PwC as the company's independent auditors for the FY 2026. We will now pause for a moment for any questions on these matters that may have been submitted on the web portal. As a reminder, at this time, we will address only those questions that pertain to any of these three items presented to the stockholders for vote. There being no questions, voting polls are now closed. We will proceed to tabulate the votes of each of the matters presented to the stockholders at this annual meeting. The required vote for each of these matters is presented in the company's proxy material for this meeting.
Susan, will you please report on the preliminary tabulation, which remains subject to final inspection of votes on each of the matters presented to the shareholders?
A plurality of the shares of common stock represented at this meeting have voted for the election of each of the three directors that were nominated by the board of directors. A majority of the shares present or represented at the meeting and entitled to vote to approve the compensation of our named executive officers as disclosed in the proxy statement were voted in favor. A majority of the shares present or represented at the meeting and entitled to vote on the resolution to ratify the appointment of PwC as the company's independent registered public accounting firm for the year ending December 31, 2026 were voted in favor.
I declare that Kevin Brown, Arthur Soucy, and Lori Walker have been elected as directors, each to serve a term lasting until our 2029 annual meeting of shareholders and until their successors are duly elected and qualified. The non-binding resolution approving the compensation of the named executive officers has been approved. The resolution ratifying the appointment of PwC as the company's independent registered public accounting firm for the 2026 fiscal year has been approved. Detailed voting results on each of these matters will be included in a Form 8-K to be filed with the SEC, which will also be posted on the company's website. There being no further official business to come before this meeting, the meeting is now adjourned.
The meeting has now concluded. Thank you for attending today's presentation. You may now disconnect.