Annual Meeting of Stockholders to order. On behalf of my fellow officers and on behalf of our director nominees, it is my pleasure to welcome you. Ms. Lori Babcock, Corporate Secretary, is attending this annual meeting of stockholders. Also joining us today are the following members of the Health In Tech board of directors: Mr. Tim Johnson, the Executive Chairman of our board, Mr. William Howard and Mr. Timothy Hayes, our independent directors, and Ms. Julia Qian, our Chief Financial Officer and a director. We are also joined by Mr. Tim Cortes, who has been nominated for the election to our board of directors at this annual meeting. We also have Karen Smith, President and CEO of Advantage Proxy, also attending. Stockholders who have logged into the meeting portal at www.cleartrustonline.com/hit using their 12-digit control number may vote electronically and submit questions during the meeting.
We will address appropriate questions after the formal business of the meeting has been concluded. I have asked Lori Babcock to act as secretary of this annual meeting and to record the minutes of the meeting. Before considering the business to be discussed, I would like Ms. Babcock to report on the formal steps taken in connection with this annual meeting. Ms. Babcock?
Mr. Chairman, the board of directors has adopted resolutions which provide that this annual meeting be held today and which fix the close of business on September 18, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting. I hereby present the affidavit of Karen Smith, President and CEO of Advantage Proxy, Inc, which states that, one, the notice of 2026 annual meeting of the stockholders, the proxy statement dated October 13, 2026, the annual report on Form 10-K for the year ended December 31, 2025, and the proxy card were first mailed on or about October 13, 2026, to each holder of the company's common stock at the close of business on the record date.
Two, the supplement dated October 28, 2026, to the proxy statement and the updated proxy card were first made available on or about October 28, 2026, to each holder. I also submit a certified list of the stockholders of the company's common stock as of the record date that was compiled by Equiniti Trust Company, LLC, the company's transfer agent. The list is available for inspection here today and has been available to the stockholders during this meeting at www.cleartrustonline.com/hit. The list sets forth each stockholder's address and holdings as they appear on the records of Equiniti Trust Company, LLC, and on the company's share ledger. According to this list, there were 65,300,790 shares of common stock issued and outstanding on the record date, comprised of 53,600,790 shares of Class A common stock and 11,700,000 shares of Class B common stock.
No shares of Series A preferred stock were issued and outstanding on the record date. Each outstanding share of Class A common stock is entitled to one vote per share, and each outstanding share of Class B common stock is entitled to 10 votes per share on the matters presented to this annual meeting. The holders of Class A common stock and Class B common stock vote together as a single class on each of the matters presented at this annual meeting.
Thank you, Ms. Babcock. I would like you to file the affidavit as to the mailing of the proxy materials in the minute book of the company with the minutes of this annual meeting. As described in the supplement dated October 28, 2026, on October 27, 2026, the board of directors approved a revision to proposal four, the 2024 Plan Amendment Proposal, which is referred to in the supplement as Amended Proposal Four. As a result, all proxies and voting instructions submitted before the date of the supplement have been disregarded. These proxies will not be voted on any proposal at this meeting and will not be counted as present for purposes of determining a quorum. Only proxies and voting instructions submitted after the date of the supplement, whether by the updated proxy card, by internet, or by telephone, and vote cast electronically at this meeting will be counted.
It is 10:05 A.M. Eastern Time on Tuesday, November 10, 2026, and the polls are open. Any stockholder who hasn't voted since the supplement was made available or who wishes to change their vote may do so by clicking on the voting button on the web portal and following the instruction there. Stockholders who have submitted a proxy or voting instruction after the date of the supplement and do not want to change their vote do not need to take any further action. I hereby appoint Karen Smith of Advantage Proxy, Inc to act as inspector of election of this meeting. The inspector has executed an oath to carry out her duties impartially and to the best of her abilities.
Mr. Chairman, I present to you the oath I have signed as the inspector of election.
The oath of the inspector of election will be filed with the minutes of this annual meeting. Will the inspector of election now provide us with the count of the stockholder present in person or represented by proxy?
Mr. Chairman, I can report that, counting only proxies submitted after the date of the supplement and shares voted at this meeting, a preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present in person or represented by proxy and will render an exact report following the annual meeting.
Since the holder of the majority in voting power of the shares of the company issued and outstanding and entitled to vote at this annual meeting are present in person or represented by proxy, I declare that a quorum is present. The first order of business in the election of Tim Johnson, Julia Qian, William Howard, Tim Hayes, and Tim Cortes to the board of directors to serve until the annual meeting of stockholder to be held in 2027, and until their respective successor are duly elected and qualified, or until their earlier death, resignation, disqualification, or removal. The director election proposal. Ms. Babcock, as the Secretary of the meeting, has the number of nominees been determined?
Mr. Chairman, as Secretary of the meeting, I have determined that the number of nominees for director does not exceed the five directorships to be filled at this annual meeting.
Thank you. Accordingly, each nominee will be elected by the affirmative vote of a majority of the vote cast at this annual meeting, at which a quorum is present and entitled to vote in the election of directors. Nominations for election as directors were required to be submitted in accordance with the advance notice provision of our bylaws, and the company hasn't received notice of any other nomination. I hereby open the floor for nomination.
Mr. Chairman, as a stockholder of the record of the company, I hereby nominate Tim Johnson, Julia LinLin Qian, William D. Howard, Timothy Hayes, and Tim Cortes for the election as directors.
I second the nominations.
We have received nomination to elect Mr. Johnson, Ms. Qian, Mr. Howard, Mr. Hayes, and Mr. Cortes to serve as director of the company. If there are no further nomination, I will entertain a motion that nomination for the election of directors be closed.
I move that nominations for election of directors be closed.
I second the motion.
Thank you. The second order of business is the approval of an amendment to the company's Second Amended and Restated Articles of Incorporation to increase the total authorized shares of capital stock of the company from 220 million to 720 million, consisting of 650 million shares of Class A common stock, $0.001 par value per share, 50 million shares of Class B common stock, $0.001 par value per share, and 20 million shares of Series A preferred stock, $0.001 par value per share. The share increase authorization proposal. This proposal needs to be approved by the affirmative vote of the holders of the majority of the shares of the company. I will entertain a motion for the share increase authorization proposal. Julia.
I so move.
I second the motion.
Thank you. The third order of business is the approval in compliance with Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d) of the issuance of more than 20% of the company's issued and outstanding Class A common stock pursuant to the standby equity purchase agreement dated August 12, 2026, between the company and YA II PN, Ltd, including upon conversion of the convertible note issued or issuable thereunder, the SEPA proposal. This proposal needs to be approved by the affirmative vote of the holders of the majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote on this matter. I will entertain a motion for the SEPA proposal.
I so move.
I second the motion.
The fourth order of business is the approval of Amended Proposal Four, as described in the supplement dated October 28, 2026, which is an amendment to the Health In Tech, Inc Equity Incentive Plan (2024 plan) to increase the total number of shares of Class A common stock authorized for issuance pursuant to award granted thereunder, including upon the exercise of incentive stock option from 10,677,849 shares to 30,677,849 shares, and to increase the aggregate incentive stock option limit to 13 million shares, the 2024 Plan Amendment Proposal. Amended Proposal Four replaces and supersedes Proposal Four as originally described in the proxy statement in its entirety. This proposal needs to be approved by the affirmative vote of the holders of the majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote on this matter.
I will entertain a motion for the 2024 Plan Amendment Proposal.
I so move.
I second the motion.
The fifth order of business is the ratification of the appointment of MaloneBailey, LLP as the company's independent auditors for the fiscal year ending December 31, 2026. The independent auditor ratification proposal. This proposal needs to be approved by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the annual meeting and entitled to vote on this matter. I will entertain a motion for the independent auditor ratification proposal.
I so move.
I second the motion.
Are there any other matters to be brought before this meeting? Not hearing any other matters and everyone having had the opportunity to vote, I declare that the polls for 2026 annual meeting of stockholders are closed. It is 10:12 A.M. Eastern Time. Now, I would like to have the inspector of election share her report showing a preliminary count of the stock represented here today in person and by proxy and the tally of the vote cast in regard to each proposal.
As the inspector of election, I hereby report that there are 37,451,428 shares of Class A common stock and 11,700,000 shares of Class B common stock entitled to vote, representing 154,451,428 votes, or approximately 90.53% of the total voting power of the outstanding common stock of the company represented at this meeting, either in person or by proxy. In voting for directors, I hereby report that each of Tim Johnson, Julia LinLin Qian, William D. Howard, Timothy Hayes, and Tim Cortes received the affirmative vote of a majority of the votes cast at this annual meeting and entitled to vote in the election of directors. In voting for the share increase authorization proposal, I hereby report that a majority of the shares of common stock of the company were voted in favor of the proposal.
In voting for the SEPA proposal, I hereby report that a majority of the shares of common stock present in person or represented by proxy and entitled to vote on this proposal were voted in favor of the proposal. In voting for Amended Proposal Four, the 2024 Plan Amendment Proposal, I hereby report that a majority of the shares of common stock present in person or represented by proxy and entitled to vote on this proposal were voted in favor of the proposal. In voting for the independent auditor ratification proposal, I hereby report that a majority of the shares of common stock present in person or represented by proxy and entitled to vote on this proposal were voted in favor of the proposal.
Thank you, Karen. Based on the inspector's preliminary report, I declare that Tim Johnson, Julia Qian, William Howard, Timothy Hayes, and Tim Cortes have been elected as directors of the company. The amendment to the Second Amended and Restated Articles of Incorporation to increase the total authorized shares of capital stock of the company from 220 million to 720 million has been approved. The issuance of more than 20% of the company's issued and outstanding Class A common stock pursuant to the standby equity purchase agreement with YA II PN, Ltd has been approved for purpose of Nasdaq Listing Rule 5635(b) and 5635(d). The amendment to the 2024 Plan to increase the number of shares of Class A common stock authorized for issuance thereunder from 10,677,849 shares to 30,677,849 shares has been approved.
The appointment of MaloneBailey, LLP as independent auditors of the company for the fiscal year ending December 31, 2026, has been ratified. The final voting results will be reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission. We will now open the meeting up for questions.
I move that the annual meeting be adjourned.
I second the motion.
There being no objection to the motion made to adjourn this annual meeting, I hereby declare this annual meeting adjourned. Thank you all for attending.