Morning. Welcome to the Nathan's Famous, Inc special meeting of stockholders. I'm Eric Gatoff, CEO and a Member of the Board of Directors of Nathan's Famous, Inc, and I will be chairing the proceedings today. We are holding our special meeting in virtual format today. In doing so, we strive to make the meeting as inclusive as possible by offering similar opportunities to participate as provided at in-person meetings. You may vote and electronically submit questions via the online platform while this meeting is in session. We appreciate your participation today. Now I'd like to call the special meeting of stockholders to order. As chair of this meeting, I have adopted an agenda that will govern the order of our business and the rules of conduct and procedure for the meeting. Copies of the agenda and the rules of conduct and procedure are available on the virtual meeting site.
I will now report the notice of the meeting, the proxies received, and present the matters to be voted on. The polls are now open for those who have not voted and will close in a few minutes after the presentation of the matters to be voted on. If you previously voted by internet, phone, or mail, you do not need to take any additional action. If you voted previously and wish to change your vote, please do so before the closing of the polls using the voting buttons via the online portal. After the poll is closed, we intend to announce the preliminary results of the votes. Stockholders wishing to ask a question may do so on the virtual online portal. We will be taking questions during the meeting in accordance with the rules of conduct and procedure.
The definitive proxy statement and notice of the special meeting are dated September 24th, 2026 and were first mailed to the company stockholders on or about September 24, 2026. The company's board of directors fixed the close of business on September 22nd, 2026 as the record date for determining stockholders entitled to receive notice of and to vote at this special meeting. As a result, the meeting is being held pursuant to proper notice. Broadridge Financial Solutions, Inc has been appointed to serve as inspector of elections for today's meeting. As of the record date, there were 4,097,661 shares of the company's common stock issued and outstanding and entitled to vote, with each share entitled to one vote on each proposal.
The inspector of election has reported that proxies have been received and/or shares are represented virtually totaling 3,276,011 shares, representing approximately 79.94% of the outstanding shares of the company's common stock. As this represents more than a majority of the outstanding shares of common stock, the inspector of election has determined that a quorum is present and that the meeting is duly constituted and will proceed. Today, we have three proposals for you to consider, which are described in the proxy materials previously provided to you for today's meeting. Copies of the company's notice of special meeting and definitive proxy statement are available for inspection upon request.
The first item for consideration is the proposal to adopt the agreement and plan of merger dated as of January 20th, 2026, by and among Smithfield Foods, a Virginia corporation, Boardwalk Merger Sub, a Delaware corporation, and wholly owned subsidiary of Smithfield, and the company, providing for, among other things, the merger of Merger Sub with and into the company, with the company surviving the merger as a wholly owned subsidiary of Smithfield. The board unanimously recommends a vote for the merger proposal. The affirmative vote of holders of a majority of the shares of common stock of the company outstanding as of the record date and entitled to vote on this matter is required to approve the merger proposal.
The second item for consideration is the approval on an advisory and non-binding basis of the compensation that may be paid or become payable to the company's named executive officers that is based on or otherwise relates to the merger. The board unanimously recommends a vote for the compensation advisory proposal. An affirmative vote of majority of the votes cast at the special meeting is required to approve the compensation advisory proposal. Because the vote on the compensation advisory proposal is only advisory in nature, it will not be binding on the company or the board of directors. The third item for consideration is the approval of one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there is not sufficient votes to approve the merger agreement at the time of the special meeting. The board unanimously recommends a vote for the adjournment proposal.
An affirmative vote of a majority of the votes cast at the special meeting is required to approve the adjournment proposal. If you have not already voted and wish to change your vote, please do so now as we will close the polls in a few moments. Since we did not receive any questions from stockholders, and with the discussion of the items presented for stockholder consideration being completed, the polls are now closed. Oh, wait. There is one question. Someone is asking when the merger consideration will get paid for the shareholders. The closing is on Monday, and it will happen as soon as reasonably practical following the closing. The inspector of election has provided the following preliminary voting results. For proposal one, the merger agreement proposal, the proposal has been approved with 3,229,773 shares voting for the proposal, representing approximately 78.81% of the outstanding shares of common stock.
For proposal two, the compensation advisory proposal, the proposal has been approved with 2,263,635 shares voting for the proposal, representing approximately 71.8% of the votes cast at the special meeting. For proposal three, the adjournment proposal, the proposal has been approved with 3,158,003 shares voting for the proposal, representing approximately 96.97% of the votes cast on the special meeting. We will be reporting the final voting results in a current report on Form 8-K that will be filed with the Securities and Exchange Commission within four business days following today's special meeting. The filing will also be made available on our investor relations website. This concludes our special meeting of stockholders. Thank you again for joining us today. If you have any further questions, please visit our investor relations.