Good day, and welcome to Ibotta, Inc.'s Annual Meeting of Shareholders. I'd now like to turn the call over to Bryan Leach. Please go ahead.
The annual meeting of shareholders of Ibotta Inc. is called to order. My name is Bryan Leach. I'm the Founder, Chief Executive Officer, President, and Chairman of the Board of Directors, and I'll act as Chairman of this meeting. David Shapiro is our Chief Legal Officer and the Corporate Secretary of Ibotta and will act as Secretary of the meeting. We're holding a virtual annual meeting of shareholders because it enables our shareholders, no matter where they're located, to participate in the meeting. At this time, I'd like to introduce our Directors and Director Nominees in attendance. Stephen Bailey, Director. Amanda Baldwin, Director. Amit N. Doshi, Director and Director Nominee. Thomas D. Lehrman, Director. Valarie Sheppard, Director. Larry Sonsini, Director and Director Nominee. I would also like to introduce the other corporate officers who are in attendance. Marisa Daspit, Chief People Officer. Amir El Tabib, Chief Business Development Officer.
Matt Puckett, chief financial officer. Chris Riedy, chief revenue officer. Luke Swanson, chief technology officer. Also with us today are Kristen Lawton and Anne Sophie Gertz from KPMG LLP, Richard Blake representing Wilson Sonsini Goodrich & Rosati, our outside corporate counsel, and Chris Amrine, the Inspector of Election representing American Election Services. Now I'll ask our secretary to make his report.
Thank you, Bryan. I wanna remind you that attendance at this meeting is by invitation only. I trust everyone has registered prior to joining this meeting. If there's anyone here who is not a shareholder of the company, a designated proxy of a shareholder of the company, or expressly invited by the company to attend this meeting, please leave the meeting at this time. I confirm that beginning on or about April 7, 2026, the Notice of Internet Availability of Proxy Materials was mailed. The proxy statement and the annual report were made available to holders of our outstanding Class A and Class B common stock of record as of the close of business on March 23, 2026.
Chris Amrine has been authorized to act on behalf of American Election Services as Inspector of Election for this meeting and has signed an oath to faithfully execute the duties of Inspector of Election at 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.
Thank you, David. I therefore declare a quorum to be present and that this meeting is duly convened and ready to transact business.
Thank you, Bryan. At this time, I will go through the instructions that will allow shareholders and proxy holders to vote during the meeting and submit questions. If you are a shareholder of record as of March 23, 2026, which we refer to as the record date, and you wish to vote at this meeting, the polls are now open as of 9:00 A.M. Mountain Time, you may click on the Vote button and follow the instructions provided. Each holder of Class A stock is entitled to one vote for each share held of record at the close of business on the record date. Each holder of Class B stock is entitled to 20 votes for each share held of record at the close of business on the record date.
If you have previously voted and you do not intend to change your vote, you don't need to do anything else. Your vote will be counted. If you are eligible to vote and have not submitted your vote, or if you want to change your vote, you may do so at any time during this meeting until the polls close. I will next provide an overview of the four proposals for vote, after which we will open it up for questions on these proposals. If you have a question, you can submit it now by entering your name, selecting which topic your question relates to, inputting your question into the Q&A text box on your screen, and clicking Submit. We will also take, at our discretion, questions on general business items. We will close the polls and announce the results.
I will now discuss each of the proposals up for vote. As set forth in the Notice of Internet Availability of Proxy Materials made available to each of the shareholders and further described in the company's proxy statement, the business of this meeting is to, one, elect two nominees to the company's board of directors as Class II directors. Two, approve on an advisory basis the compensation of the company's named executive officers. Three, approve on an advisory basis the frequency of shareholder vote on named executive officer compensation. Four, ratify KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The first item of business is the election of directors. The company's board of directors is divided into three classes, each with a three-year term. The Class II directors will be elected at today's meeting.
The two nominees receiving the highest number of votes of shares present in person or represented by proxy at this meeting and entitled to vote for such nominees will be elected as directors to hold office until 2029 annual meeting of the shareholders or until their successors are duly elected and qualified. The nominees for election designated by the company's Board of Directors are Amit Doshi and Larry Sonsini. The Board of Directors recommends a vote for each of its nominees. The second item of business is to approve on an advisory basis the compensation of the company's named executive officers. This proposal, commonly known as say-on-pay proposal, gives our shareholders the opportunity to express their views on our named executive officers' compensation as a whole.
This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all our named executive officers and the philosophy, policies, and practices described in our proxy statement. The board of directors recommends a vote for the approval in an advisory non-binding vote of the compensation of our named executive officers as disclosed in our proxy statement. The third item of business is to approve on an advisory basis the frequency of advisory shareholder vote on named executive officer compensation. Pursuant to the Dodd-Frank Act and the Exchange Act, we are asking our shareholders to indicate whether they would prefer an advisory vote every one, two or three years. The board of directors recommends holding future shareholder advisory votes on the compensation of our named executive officers every one year.
The fourth item of business is to ratify the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The audit committee of the board of directors has selected KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. While shareholder ratification is not required by the company's bylaws, the board of directors is submitting this to the shareholders for ratification as a matter of good corporate governance. If the shareholders do not approve the selection of KPMG as the company's independent auditor, the audit committee may reconsider the appointment. The board of directors recommends a vote for the ratification of KPMG.
We will now proceed to the question and comment period. Before we do, however, I wanna remind everyone that if you're a shareholder as of the record date and you wish to vote at this meeting, the polls are open for voting. We will close the polls and will not accept any further votes after the question and answer section concludes. Regarding the Q&A, if you have a question on the proposals previously described or questions on general business items, please submit your question by selecting which topic your question relates to, inputting your question into the Q&A text box on your screen and clicking Submit. Thank you. If there are no further questions, now that everyone has had the opportunity to vote, I hereby declare the polls closed at 9:08 A.M. Mountain Time with respect to each matter to be voted on at this meeting.
The virtual meeting portal has recorded any votes, and the Inspector of Election has made a preliminary report. At this time, I am pleased to report that based on the current tabulation of votes, the following proposals have passed. Proposal 1, to elect Amit Doshi and Larry Sonsini to the board of directors as Class II directors. Proposal 2, to approve on an advisory basis the compensation of our named executive officers. Proposal 3, to approve on an advisory basis that the shareholder vote on named executive compensation should occur every one year. Proposal 4, to ratify the appointment of KPMG to act as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. These are the preliminary results of voting. The final count may vary following final examination of the votes.
We will report the final voting results on a Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting. The final report of the Inspector of Election will be filed with the minutes of the meeting.
This concludes the meeting, and the meeting is now adjourned. Thank you.
Goodbye.