Good morning. Welcome to Lee Enterprises, Incorporated 2026 Special Meeting of Stockholders. I'm Mary Junck, Chairman, and I'm pleased you could join us. We're conducting this meeting virtually to facilitate a ccess and participation by our stockholders. In this meeting, we will present and act upon the four proposals described in the proxy statement previously made available to a ll of our stockholders.
In addition to acting upon the proposals, w e'll also answer questions from our stockholders pertaining to the special meeting. As a reminder, you may submit a question throughout the meeting using the virtual meeting platform. I'd like to begin by introducing Lee's e xecutive team who are with us on the call and available for questions. Kevin Mowbray, Lee's President and Chief Executive Officer, Timothy Millage, Vice President, Chief Financial Officer and Treasurer and Nathan Bekke, Chief Operating Officer. In addition to Kevin and me, other lead directors with us today are Steve Fletcher, Megan Liberman, Brent Magid, Dr. Shaun McAlmont, Madeline McIntosh, Jonathan Miller and Hoot Moloney.
I would also like to introduce a r epresentative of BDO, our independent registered accounting firm, Darren Dempsey. If you wish to vote today, you may do so now by clicking on t he voting link available within the portal you are using t o attend this meeting, you must be l ogged in as a shareholder using your u nique 16-digit control number. Now I will turn the call over to Ted, our, Secretary and General Counsel of Lee Enterprises, to review our meeting procedures.
Thank you, Mary. As the first order of business, we h ave received an affidavit of distribution from Broadridge certifying that mailing commenced on January 20, 2026 to the common stockholders of t he Company as of the record date o f January 2, 2026 of the Notice o f Special Meeting of Stockholders and Proxy Statement, Form of Proxy and Return. Delaware law requires that Company appoint an inspector, supervise the voting process and tabulation of votes. The Company has appointed Gregory Malatesta of CT Hagberg LLC to the position and request that he execute the duties of such office with strict impartiality and according to the best of his ability. Record the vote of the company stockholders h eld this day and make a true r eport of the same.
We direct your attention to the rules o f conduct and procedures which we have posted on the platform that you are using to access this meeting. We will be following the procedures outlined in those rules and ask that you respect and adhere to them as well. Links to the company's additional company materials, including our 2026 Special Meeting Proxy Statement and 2025 Annual Report on Form 10-K a re also accessible on the platform of t he 6,243,660 shares outstanding as of the record date. The Inspector reports that 3,970,409 shares are represented at the meeting, or over 63% of the total eligible shares. Therefore, we have a quorum represented for the p urposes of considering and voting on the proposals as set forth in the notice m ay lawfully conduct business under Delaware law.
Polls will remain open during the meeting until the Chairman declares the polls close. After the polls are closed, all votes represented by proxies will be cast by the designated proxies as instructed, and the preliminary results will be announced by Mr. Malatesta. Under Delaware law, our bylaws, and the rules of the Nasdaq Stock Exchange, approval of Proposal one, the Additional Common Stock Proposal requires that votes cast for the proposal exceed votes cast against the p roposal and approval of proposals two, three, and four.
Change of Control Proposal and the adjournment proposal require the affirmative vote of the holders of a majority of the outstanding shares of our Common Stock that are represented virtually or by proxy at t he special meeting and entitled to vote o n the matter in all instances, assuming the presence of a quorum, which we have. A s Mary previously noted, time has been s cheduled for questions from stockholders a s explained in our rules of conduct q uestions can be submitted through the virtual m eeting platform throughout the meeting and will be answered during the question- and- answer session. Now I will turn it back to you, Mary.
Thank you, Ted. On behalf of the Board, let me thank stockholders for joining us and more importantly, for your support. As Ted noted, we have a quorum o f stockholders represented at the meeting. B ased on Ted's report, I now declare t his meeting officially open for business. The next matter of business is to consider and act upon the four proposals d escribed in the Notice and Proxy Statement p reviously mailed to stockholders in connection with this.
The first proposal is the amendment to t he company's amended and restated certificate of incorporation to increase the number of shares of Common Stock par value $0.01 per s hare, authorized for issuance from 12 million shares to 40 million shares, referred to a s Additional Common Stock Proposal in the proxy. The Board unanimously recommends a vote for the Additional Common Stock Proposal.
The second proposal is approval for purposes o f Nasdaq Listing Rule 5635, the issuance o f 16,000,000 shares of Common Stock c onsisting of 15,384,615 shares of company's common stock as the base PIPE common shares and 615, 385 shares as the fee reimbursement shares and altogether referred to as PIPE common stock shares at a price o f $3.25 per share pursuant to the t erms of the stock purchase agreement dated December 30, 2025, entered into, by and b etween the Company and certain accredited investors r eferred to as the PIPE Purchase Agreement, which shares may represent more than 99.99% of the issued and outstanding common shares as of the date of the Stock Purchase Agreement referred to as the Nasdaq 19.99% Share Issuance Proposal in the proxy. The board unanimously recommends a vote for the Nasdaq 19.99% Share Issuance Proposal.
The third proposal is approval for purposes o f Nasdaq Listing Rule 5635(b), the issuance o f the PIPE common shares to certain a ccredited investors pursuant to the PIPE Purchase Agreement, which may result in a Change of Control for purposes of Nasdaq rules is referred to as the Nasdaq C hange of Control proposal. in the proxy, the board unanimously recommends a vote for the nasdaq Change of Control Proposal.
The fourth proposal is approval of a proposal to adjourn the special meeting to a later date, if necessary or appropriate t o permit further solicitation and vote of additional proxies in the event there are insufficient votes, therefore or otherwise, in conjunction w ith the Change of Control Proposal at the time of the special meeting, or in connection with any other b usiness properly brought before the special meeting r eferred to as the Adjournment Proposal in t he proxy, the Board unanimously recommends a v ote for the Adjournment Proposal. I will now declare the polls officially closed and turn the call over to our inspector Gregory Malatesta to provide the preliminary results of the vote.
Thank you, Mary. The preliminary results are as follows. Concerning Proposal one, Additional Common Stock Proposal, the proposal passes. Concerning Proposal Change of Control Proposal, the proposal passes. Concerning Proposal four, the adjournment proposal, the proposal passes.
Thank you, Greg. At this time, I will ask Tim Millage, the company's CFO and Treasurer, if t here haven't been any questions submitted for us to address.
Mary, there are no questions that have been submitted, so I will turn the call back to you.
Okay, thank you, Tim. On behalf of the Board, let me thank you again for joining us. A nd again, more importantly, thank you for your support. T he meeting is now adjourned.
That concludes our meeting today. You may now disconnect.