Good morning, welcome to the 2026 Miami International Holdings, Inc. Annual Meeting of Stockholders. I would now like to turn the call over to Thomas Gallagher. Please go ahead.
Good morning, welcome to the 2026 Miami International Holdings Annual Meeting of Stockholders. I'm Tom Gallagher, the Chairman and Chief Executive Officer of Miami International Holdings, and will be acting as the chair of today's meeting. Shortly, our Executive Vice President, General Counsel, and Corporate Secretary, Barbara Comly, will discuss the rules of conduct applicable to this meeting, which has also been posted to the virtual meeting website. We ask that everyone follow such rules of conduct to ensure an orderly meeting. Additionally, we remind stockholders that recording or taking screenshots at the annual meeting is prohibited. If you do experience any technical difficulties during the meeting, please call the technical support number posted on the virtual meeting website.
I would like to begin this meeting by introducing certain representatives of the company who are present with us today. Lance Emmons, our Executive Vice President and Chief Financial Officer. Good morning, Lance.
Morning.
Barbara Comly, our Executive Vice President, General Counsel, and Corporate Secretary.
Good morning.
Good morning, Barbara. The following director nominees to be elected at this annual meeting, including certain current members of our board of directors. Talal Jassim Al-Bahar, Abdulwahab Ahmad Al-Nakib, John Beckelman, David Brown, Kurt M. Eckert, Kenneth W. Lozier, Mark I. Massad, Lisa Moore, Mark F. Raymond, Cynthia Schwarzkopf, Jill E. Sommers, Eric Sites, Paul V. Stahlin, and J. Gray Teekell. Also present at this meeting are Jeffrey Walling, a representative from KPMG, our independent auditor, and Anthony Carideo, a representative of Broadridge Financial Solutions, Inc., who has been appointed as the Inspector of Election. Barbara Comly will serve as Secretary of this meeting and record the minutes of this proceeding. The Annual Meeting of Stockholders is hereby called to order. This meeting will follow the agenda in the notice of the 2026 Annual Meeting of Stockholders. There are four proposals on today's agenda.
Proposal number 1 is the election of 15 directors. Proposal number 2 is the approval on an advisory, non-binding basis of the compensation of our named executive officers. Proposal number 3 is the approval on an advisory, non-binding basis of the frequency of future advisory votes on the compensation of our named executive officers. Proposal number 4 is the ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31st, 2026. Let's get started with today's business. Ms. Comly, the secretary of this meeting, will provide a brief overview of the rules of conduct for this meeting and report on the notice of the meeting and the presence of a quorum. Barbara?
Thank you, Tom. Let me first make some procedural points. First, if you were a stockholder of record at the close of business on April 20th, 2026, you may vote using your control number at any time during this meeting, once the polls have been opened, including through the presentation of the proposals until we close the polls. However, if you've already voted in advance by using an online ballot or a physical proxy card and do not wish to revoke or change your prior vote, your vote will be cast as previously instructed and no further action is required. A vote at this meeting will supersede any earlier vote.
Second, if you are a beneficial owner of shares that are held on your behalf in a brokerage account or by a bank or other nominee, you have the right to direct your broker or other agent on how to vote your shares. However, since a beneficial owner is not the stockholder of record, you are not able to vote your shares live or submit questions during this meeting. Please follow the instructions provided by your broker to direct your vote. Third, stockholders of record who have logged into today's meeting using their control number can submit a question at any time during the meeting by submitting your question into the Ask a Question field and clicking Submit. If you submitted a question before the meeting at proxyvote.com, you do not need to resubmit your question during the meeting.
Lastly, in the event of any technical difficulties before the formal adjournment of this meeting, we may temporarily adjourn and reconvene in accordance with our bylaws. Only matters for which notice has been legally given in accordance with our bylaws may be brought before this meeting. Those matters are set forth as proposals in the proxy statement for this meeting, which is distributed to stockholders on or about April 27th, 2026. The company has received an affidavit of distribution from Broadridge Financial Solutions, Inc., establishing that notice of this meeting was duly given. Such affidavit, a copy of the notice of annual meeting of stockholders, notice of Internet availability, and a copy of the proxy materials will be incorporated into the minutes of this meeting. I will now discuss the procedures for transacting the business of this meeting. The meeting was called by the company's board of directors.
All stockholders of record at the close of business on April 20th, 2026, are entitled to vote at this meeting. The Inspector of Election has reported that we have present today, either virtually or by proxy, holders representing in excess of a majority of the 94,800,071 shares of common stock issued and outstanding and entitled to vote at the annual meeting as of the record date. Therefore, a quorum is present for purposes of conducting the business of this meeting. I will now hand it back over to Tom to present the proposal.
Thank you, Barbara. Since a quorum has been established and is represented at this meeting, I declare this meeting to be duly convened for the purpose of transacting such business as may properly come before it. Tony Carideo, the Inspector of Election, has taken an oath as Inspector of Election and will determine the number of shares to be voted at today's meeting. The oath will be incorporated into the minutes of this meeting. Broadridge Financial Solutions has tabulated the proxies that were received prior to the convening of this meeting. The Inspector of Election will submit a report on the number of shares voted for each item presented to the stockholders after the conclusion of this meeting. The next order of business is to vote on the four proposals outlined in the proxy statement and on the agenda.
The polls are now declared open at 8:09 A.M. Eastern Time today, June 16th, 2026. After the items to be acted upon at this meeting are presented and the votes on those items are reported, the preliminary results of the voting will be reported. On behalf of the board of directors, I present the following four proposals for consideration as further described in the proxy statement. The first item of business is proposal one, the election of directors. This morning, we will elect 15 directors whose terms will end in 2027. The board has nominated 15 directors as listed in the proxy statement, and the board recommends that stockholders vote for all directors. The second item of business is proposal number 2, the approval on an advisory, non-binding basis of the compensation of our named executive officers. The board recommends that stockholders vote for this proposal.
The third item of business is proposal number 3, the selection on an advisory, non-binding basis of whether future advisory votes on the compensation of our named executive officers will be held every one, two, or three years. The board recommends that stockholders vote for three years. The fourth and final item of business is proposal number 4, the ratification of the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board recommends that stockholders vote for this proposal. The polls have been open for voting since the beginning of this meeting. I now ask that stockholders who have not yet voted or who wish to change their previous vote do so now through the virtual meeting website.
It now appears that all voting is complete. It is 8:11 A.M. Eastern Time. I declare the polls are now closed. The electronic votes and proxies will be tabulated by the Inspector of Election. Barbara, over to you, please, for the voting results.
Thank you, Thomas Gallagher. The Inspector of Election has provided a preliminary report showing that, one, all nominees for election to our board have been duly elected, each of whom is to serve on the board until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Two, the stockholders have approved on an advisory, non-binding basis the compensation of our named executive officers. Three, the stockholders have approved on an advisory, non-binding basis the frequency of future advisory votes on the compensation of our named executive officers to be held every three years. Four, the appointment of KPMG LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2026 has been ratified.
The Inspector of Election will provide the company with a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of this meeting. The company plans to file a Form 8-K within four business days of this annual meeting to disclose the final voting results.
Thank you, Barbara. I am aware of no other business that has been properly brought before this annual meeting. As of such, this meeting is now adjourned at 8:14 A.M. Eastern Time. We are happy to hold a brief question and answer session. We have reserved up to 15 minutes. I will ask that you reference the rules of conduct explained earlier today and available for you to view on the virtual meeting website. If we are unable to address your questions at this meeting, we will follow up with you after the meeting. If you have questions for the company, please submit them now through the web portal. We have not received any questions related to the proposals presented in today's meeting.
If you have questions relating to the meeting proposals that were not answered during this time, please reach out to our IR team at investor.relations@miaxglobal.com. That concludes the question and answer session. In closing, I would like to thank you for joining our 2026 Annual Meeting of Stockholders and thank you once again for your continued support of MIAX.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.