Welcome to the annual meeting for Mount Logan Capital Inc. Our host for today's call is Ted Goldthorpe, Chief Executive Officer and Chairman of the Board. I will now turn the call over to your host. Mr. Goldthorpe, you may begin.
Good morning. Welcome to the 2026 annual meeting of stockholders of Mount Logan Capital Inc. My name is Ted Goldthorpe, Chief Executive Officer and Chair of the Board of Mount Logan, and I will act as the chair of this meeting. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending by the web portal and the 800 number that we've provided. We'll conduct the business portion of the meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and invite stockholders with unanswered questions to email the company's investor relations group.
It is now 12:01 P.M. Eastern Time on June 25th. This meeting is now officially called to order. We appreciate the interest and support you express for Mount Logan by attending this virtual meeting. We would also like to take this opportunity to remind everyone that no one attending via the webcast or telephone is permitted to use any audio recording device. It's possible that our discussion at today's meeting, including some of our comments and responses to your questions, may include forward-looking statements, which are predictions, projections, or other statements about future events. These statements are not historical facts and are subject to known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from such anticipated results, performance, or achievements expressed or implied by such forward-looking statements.
Accordingly, such forward-looking statements should not be relied upon. Except to the extent required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements. Thus, it should not be assumed that our silence over time means that actual events are occurring as expressed or implied in such forward-looking statements. Please refer to the discussion set forth under the forward-looking statements section of the company's earnings release, as well as under the caption Risk Factors in the company's annual report on Form 10-K for the fiscal year 2025 and our quarterly report on Form 10-Q for the first quarter of 2026, as such risks, uncertainties, and other factors may be updated in the company's periodic filings with the SEC. I would like to introduce Brandon Satoren, Chief Financial Officer and Secretary of Mount Logan.
As Secretary of Mount Logan, Mr. Satoren will act as the secretary of this meeting. I will turn to him with any procedural issues that may arise. We're also joined here today by the independent registered public accountants for Mount Logan, Deloitte & Touche LLP. They'll be available to respond to appropriate questions raised by stockholders attending this meeting. We're also joined here today by Jennifer Zepralka of Mayer Brown LLP, outside counsel to the company. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. Again, we remind you that no one attending via webcast or telephone is permitted to use any audio recording device.
I'm appointing Christopher J. Woods of American Election Services, LLC as the Inspector of Elections for today's meeting. If you've not done so, you may vote your shares through the use of the web portal for this virtual meeting. In addition, if you'd like to revoke your proxy or change your vote, you may do through the web portal. In the interest of time, we ask you to take these actions now. Our bylaws provide that the notice of the annual meeting be given to each of our stockholders not less than 10 nor more than 60 days before the date of our meeting.
Our bylaws provide that a majority of the voting power of issued and outstanding stock entitled to vote, present or in person, be represented by proxy at this meeting, shall constitute a quorum. Mr. Satoren, may we have the report on giving of notice and whether a quorum is present?
Mr. Chairman, I present to the meeting the following documents. A certified list of holders of common stock of Mount Logan as of the close of business on April 27th, 2026. The record date for determining stockholders entitled to notice of and vote at this annual meeting that includes the residents of each and the number of shares held by each. The list has been prepared by Odyssey Trust Company, Mount Logan's transfer agent. The list of stockholders will remain open for inspection on the web portal during the election at this meeting. An affidavit of Joan Vogel, an officer of Broadridge Financial Solutions, dated as of May 14th, 2026, as to the mailing of the notice regarding the availability of proxy materials for all beneficial holders of Mount Logan common stock as of the close of business on April 27th, 2026.
Such notice provided stockholders with information on how to access the following documents. The company's annual report for the fiscal year ended December 31st, 2025, a notice of this annual meeting, the definitive proxy statement dated April 29th, 2026, and a proxy for the annual meeting. The board of directors fixed April 27, 2026, as the record date for determination of stockholders entitled to notice of and vote at this annual meeting. Approximately 58.69% of the outstanding common stock of Mount Logan, or an aggregate of 6,566,752 shares, is represented here in person or by proxy. Under our bylaws, a quorum consists of a majority of the voting power of the issued and outstanding stock entitled to vote, present in person or represented by proxy at this meeting. Accordingly, a quorum is present
Thank you. Please file these materials with the minutes of the meeting. Since a quorum is present, this meeting will proceed. On behalf of the board, I would like to express my appreciation to all stockholders who returned their proxy. It is now 12:06 P.M. Eastern Time on June 25th, 2026, and the polls are now open. Stockholders who wish to vote or change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who've sent in their proxies, voted via telephone or internet, do not want to change their vote, do not need to take any further action. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. We'll respond to any comments submitted after the proposals are presented.
The polls will remain open while proposals are being presented and will be closed after all matters have been brought before the meeting. The first order of business for Mount Logan is the election of two directors of the company's board for a three-year term. In accordance with Mount Logan's bylaws, the board has fixed the size of the board at seven. The board has nominated Parker A. Weil and Matthew Westwood to serve as Class I directors for a three-year term in accordance with our bylaws. Mr. Weil and Mr. Westwood currently serve as directors of the company. Information about the background and service to Mount Logan of each of these nominees can be found in the proxy statement. The other five directors are not up for election at this time. Details as to the matter are contained in the proxy statement.
The board unanimously recommends that the stockholders vote for the elections of each of Mr. Weil and Mr. Westwood as Class I directors. Mr. Satoren, have any other nominations been made in accordance with the bylaws?
No other nominations have been made. Mr. Chairman, I move for the adoption of the following resolution. Resolved that Parker A. Weil and Matt Westwood be elected Class I directors of Mount Logan, each to serve for a three-year term expiring in 2029, and to hold such office until their successors are elected and qualified.
I second the motion. The second matter being put to vote for Mount Logan is the ratification of the appointment by the board of directors, upon recommendation of its audit committee, of Deloitte as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. Details as to this matter are contained in the proxy statement. The audit committee of Mount Logan has recommended, and the board of directors has unanimously approved, the appointment of Deloitte to serve as an independent registered public accounting firm of Mount Logan for the fiscal year ending December 31st, 2026, and recommends that the stockholders vote for this proposal.
Mr. Chairman, I move for the adoption of the following resolution. Resolved that stockholders of Mount Logan hereby ratify the appointment of Deloitte to serve as the independent registered public accounting firm of Mount Logan for the fiscal year ending December 31st, 2026.
I second the motion. We will now respond to any comments that have been submitted. I've been informed that no comments have been submitted. Now that all the proposals have been presented and everyone has had the opportunity to vote, I will now declare the polls for the 2026 annual meeting of stockholders of Mount Logan closed at 12:09 P.M. Eastern Time on June 25th, 2026. Let me ask the Inspector of Elections for a report on the voting.
Mr. Chairman, I have received the following preliminary voting results. The preliminary vote report for this meeting shows that each of the nominees for the elections of the board of Mount Logan has been duly elected, and the appointment of Deloitte as the independent registered public accounting firm of Mount Logan for the fiscal year ending December 31st, 2026, has been duly ratified.
We will report the final voting results by filing a Form 8-K with the SEC within four business days of today.
The chair directs that the results of the election be incorporated in the minutes of the meeting. Mr. Satoren, has any other business been brought before this meeting in accordance with our bylaws?
No other business has been brought before the meeting.
Since there are no other business, I move that the meeting be adjourned.
I second that motion.
Thank you. The annual meeting is now adjourned. We'd now like to proceed to the question- and- answer portion of the session. At this point, I would like to ask if any stockholder has any questions. It is noted that there are no questions. This concludes our question- and- answer period. On behalf of the board of directors and officers of Mount Logan, I would like to thank you for attending this meeting and also express our appreciation for the loyalty and confidence of all of our stockholders. Thank you very much.
This now concludes the meeting. Thank you for joining, and have a pleasant day.