Welcome to the 2024 MAIA Biotechnology, Inc. annual meeting. I will now turn the meeting over to Vlad Vitoc. You may begin.
Good morning, ladies and gentlemen. I am Vlad Vitoc, Chief Executive Officer of MAIA Biotechnology, Chairman of the company's Board of Directors, and Chairman of this annual meeting. I hereby call this annual meeting of stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you. Ms. Linda Moreira, Corporate Secretary, is attending this annual meeting of stockholders. Also joining us today are the following members of the MAIA Board of Directors: Ms. Adelina Louie, Independent Director and Chair of Audit Committee and Chair of Nominating and Corporate Governance Committee, Dr. Stan Smith, Independent Director and Chair of Compensation Committee, Mr. Steven Chaouki, Independent Director, Mr. Cristian Luput, Independent Director, Mr. Jean-Manassé Théagène, Independent Director, and Mr. Ramiro Guerrero, Independent Director.
Members of the company's executive management team are also in attendance. Mr. Geoffrey Himmelreich, Head of Finance, and Dr. Sergei Gryaznov, Chief Scientific Officer. We also have Mr. Greg Carney of Sheppard Mullin, the company's legal counsel, and Mr. Joseph Heatherly of Grant Thornton, the company's independent public accountants, attending this annual meeting of stockholders as well. In addition, Ms. Lauren Kinney of Broadridge Financial Solutions is also attending. I have asked Ms. Linda Moreira 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 Mrs. Moreira to report on the formal steps taken in connection with this annual meeting. Ms. Moreira?
Mr. Chairman, the board of directors has adopted resolutions which provide that this annual meeting be held today, and which fixed the close of business on March 28, 2024, 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 Joanne Vogel, an employee of Broadridge Financial Solutions, which states that the notice of the annual meeting of stockholders, the proxy statement, annual report on Form 10-K and proxy card, were first mailed on April 16, 2024, to each holder of the company's common stock at the close of business on the record date. I also submit a certified list of the stockholders of the company's common stock as of the record date, that was compiled by Computershare and is available for inspection here today.
The list sets forth each stockholder's address and holdings as they appear on the records of Computershare and on the company's share ledger. According to this list, there were 20,581,469 shares of common stock issued and outstanding on the record date. Each outstanding share of common stock is entitled to one vote per share on the matters presented at this annual meeting.
Thank you, Mrs. Moreira. I would like you to file the affidavit as to the mailing of the proxy material in the minute book of the company with the minutes of this annual meeting. It is 10:04 A.M., Central Time on Friday, May 24, 2024, and the polls are open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal, following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. I hereby appoint Mrs. Linda Moreira, Corporate Secretary, to act as Inspector of Election of this meeting. The inspector has executed an oath to carry out her duties impartially and do the best, and to the best of her ability.
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 a count of the stockholders present in person or by proxy?
Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present in person, by remote communication, or by proxy, and will render an exact report following the annual meeting.
Since the holders of record of at least majority of the outstanding shares of common stock entitled to vote at this annual meeting are present in person, by remote communication, or by proxy, I declare that a quorum is present. The first order of business is the election of Mr. Cristian Luput, Mr. Ramiro Guerrero, and myself, Vlad Vitoc, to our board of directors as Class II directors of the company, the board election proposal. The persons receiving an affirmative vote, representing a plurality of the votes of the holders of the shares present in person by remote communication or represented by proxy at the annual meeting, and entitled to vote generally on the election of directors, will hold that position until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. I hereby open the floor for nominations.
Mr. Chairman, as a stockholder of record of the company, I, Steven M. Chaouki, hereby nominate Cristian Luput, Ramiro Guerrero, and Vlad Vitoc for election as Class two directors to each serve for a three-year term.
I, Marcel Mitsunaga, second the nominations.
We have received nominations to elect Cristian Luput, Ramiro Guerrero, and Vlad Vitoc to serve as Class II directors of the company for a three-year term. If there are no further nominations, I will entertain a motion that the nominations for the election of directors be closed.
I, Steven Chaouki, move that the nominations for election of directors be closed.
I, Marcel Mitsunaga, second the motion.
The second order of business is the ratification of the appointment of Grant Thornton as the company's independent auditors for the fiscal year, December 31, 2024. The auditor's ratification proposal. This proposal needs to be approved by the affirmative vote of the holders of a majority of the shares of stock present in person, by remote communication or represented by proxy at the annual meeting and voting on this matter. I will entertain a motion for the auditor's ratification proposal.
I, Stan V. Smith, so move.
I, Cristian Luput, second the motion.
Thank you. 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 the polls for the annual stockholder meeting are closed. 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 votes cast in regard to each proposal.
As the Inspector of Election, I hereby report that there were 14,598,612 shares of common stock entitled to vote, represented at this meeting, either in person, by remote communication, or by proxy, comprising approximately 70.93% of outstanding common stock of the company. In voting for directors, I hereby report that Cristian Luput, Ramiro Guerrero, and Vlad Vitoc each received a plurality of the votes cast. In voting for the auditor ratification proposal, I hereby report that a majority of the shares of common stock represented in person by remote communication or proxy, with respect to this proposal, were voted in favor of the proposal.
Thank you, Linda. I declare that Cristian Luput, Ramiro Guerrero, and Vlad Vitoc have been elected as Class II directors of the company to serve for a three-year term, and the appointment of Grant Thornton as independent auditors of the company for the fiscal year, December 31, 2024, has been ratified. In lieu of a Q&A session after the meeting is adjourned, stockholders may submit questions to me directly via email.
I, Cristian Luput, move that the annual meeting be adjourned.
I, Stan V. Smith, second the motion.
There being no objections to the motion made to adjourn this annual meeting, I hereby declare this annual meeting adjourned. Thank you to all.
This concludes today's meeting. You may now disconnect.