Good morning, everybody. Will the meeting please come to order? I'm Dr. Joshua Hare, Executive Chairman of the Board of Longeveron Incorporated. I will be presiding at this meeting. Along with my fellow directors and executive offices of the company, I would like to welcome you to our fifth annual meeting of stockholders, which is being held virtually as we aim to establish robust participation. We appreciate your attendance, your interest, and most importantly, your support of Longeveron. This annual meeting of stockholders is held pursuant to the bylaws of the company and written notes to all stockholders. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. Questions submitted by stockholders should pertain to the proposals being considered at this time.
Questions that are properly submitted using the chat function will be gathered and posted with responses on the company's website. After introducing our executive offices in attendance and dealing with a few procedural matters, we will take up the items to be acted upon.
We would like to introduce the Longeveron executives who are in attendance. Lisa Locklear, our Chief Financial Officer, and myself, Stephen Willard, Chief Executive Officer and acting Corporate Secretary. Our company Vice President and Controller, Marie Washburn, is also in attendance. Also attending this meeting are representatives from CBIZ, our independent auditors. Although CBIZ has indicated that it does not wish to make a statement, representatives are available to respond to appropriate questions submitted during the meeting. Josh?
The Board of Directors has appointed Colonial Stock Transfer to serve as the independent Inspector of Election for this meeting. I request that they file their oath of office with the acting Secretary of the meeting for inclusion in the meetings of this minute. Will the acting Secretary please report on the proof of notice of meeting?
I have an affidavit of mailing from Colonial Stock Transfer, certifying as to the giving of notice of this meeting and the sending to stockholders of record as of May 11, 2026, the notice of internet availability of proxy materials, all of which Colonial commenced distributing to stockholders on May 20th, 2026. I also have a copy of the 2025 annual report on Form 10-K, which includes financial statements certified by CBIZ. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing, together with the attachments thereto, and the 2025 annual report, will be filed with the minutes of this meeting.
Thank you, Steve. The acting Secretary has the list of the holders of record of Class A common stock and Class B common stock of the company at the close of business on May 11th, 2026. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days in accordance with Delaware law. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The acting Secretary will please file a copy of the list of stockholders with the records of the company. Mr. Willard, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?
Yes. On May 11th, 2026, the record date for this annual meeting, there were outstanding and entitled to vote 30,148,947 shares of Class A common stock, representing the same number of votes, and 1,449,005 shares of Class B common stock, representing 7,245,025 votes. I have been informed by the Inspector of Election that shares of stock representing at least 10,532,651 shares and greater than 18,696,987 votes are represented by proxy and entitled to vote at this annual meeting. The shares so represented exceed 50% of the total votes entitled to vote at this meeting and at least 1/3 of the total number of shares entitled to vote, thus constitutes a quorum.
Thank you, Mr. Willard. On the basis of the report of the acting Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The next order of business is a description of the matters to be acted upon at today's meeting. Mr. Willard, will you please proceed?
Thank you, Dr. Hare. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing three Class II directors for a three-year term expiring at the 2029 annual meeting of stockholders Or until their successor has been elected and qualified. The nominees are Stephen Willard, Leah Rush Cann, and Deborah Ascheim. Information concerning the nominees' principal occupation, skills, and qualifications, and other matters which may be of interest, are contained in the proxy statement. Dr. Hare, were there any other nominations received?
Mr. Willard, no other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare that the nominations to be closed.
Thank you, Dr. Hare. The second matter to come before the meeting is a resolution for approval of an amendment to the company's certificate of incorporation, as amended, to increase the number of shares of Class A common stock authorized to 175 million shares. The third matter to come before the meeting is a resolution for approval of an amendment to the company's certificate of incorporation, as amended, to effect a reverse stock split of common stock at a ratio of 1:2 to 1:20 , with the exact ratio within that range to be determined by the Board of Directors of the company at their discretion.
The fourth matter to come before the meeting is a resolution for approval of an amendment to the company's third amended and restated 2021 Incentive Award Plan to increase the maximum number of shares authorized and available for issuance under the plan by 5 million shares and to make commensurate changes to the plan. The fifth matter to come before the meeting is the ratification of the appointment of CBIZ as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of CBIZ to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2026.
The last matter to come before the meeting is a resolution for approval of a proposal to adjourn the meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of the proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals two and three, the share increase amendment and the reverse stock split proposal. Are there any questions or comments with respect to any of the six proposals? Seeing none, Dr. Executive Chairman, will you please proceed with the opening of the polls for voting?
Thank you, Mr. Willard. It is 11:09 A.M. on July 1, 2026, and the polls for voting on all matters are open. All Longeveron shareholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so by clicking on the Longeveron button located on the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide a preliminary report.
Thank you. The polls are about to close. If you have not voted, please do so. Since everyone has had the opportunity to vote, it is now 11:10 A.M., and the polls are closed. The Inspector of Election has delivered their preliminary report, and I will now announce the preliminary results. Based on the Inspector of Election's preliminary report, the three nominees for director receiving a sufficient number of votes cast in favor of their election and have been elected as a director of the company to serve for a three-year term that will expire at the 2029 annual meeting of stockholders or until their successor has been elected and qualified.
B, the amendment to the company's certificate of incorporation, as amended, to increase the number of shares of Class A common stock authorized to 175 million shares, has been approved by the affirmative votes of the majority of the votes of our common stock outstanding and entitled to vote on the proposal. C, the amendment to the company's certificate of incorporation to effect a reverse stock split of common stock at the ratio of 1 : 2 to 1 : 20 has been approved by the affirmative vote of a majority of the votes of our common stock outstanding and entitled to vote on the proposal.
D, the fourth amendment and restatement of the company's 2021 Incentive Award Plan to increase the maximum number of shares authorized and available for issuance under the plan by 5 million shares and to make commensurate changes to the plan has been approved by more than a majority of the votes cast in favor of the proposal. The ratification of the appointment of CBIZ as the company's independent registered public accounting firm for the year ending December 31, 2026, received more than a majority of votes cast in favor of the proposal, and the appointment has been ratified. The proposal to adjourn the meeting to a later date, if necessary or appropriate, received more than a majority of the votes cast in favor of the proposal. We will file the final report of the Inspector of Elections with records of this meeting.
We expect to report the results of the voting on the Form 8-K to be filed with the SEC within four business days of this meeting.
Thank you. That concludes the business for this meeting. The meeting is now adjourned. Any questions that have been properly submitted regarding the company and its business will be posted promptly on the company's website for review. Ladies and gentlemen, thank you for attending today's meeting.