Good morning, and welcome to the NCR Atleos Corp Special Meeting. I would now like to turn the conference over to Mr. Joseph Reece. Please go ahead, sir.
Thank you. Good morning. This is Joe Reece. I'm Chairman of the Board of NCR Atleos. On behalf of myself, Tim Oliver, the CEO, and the rest of the board, we'd like to welcome you to this special meeting of stockholders of Atleos Corporation. I will act as chairman of this meeting. Ricardo Nuñez, our Executive Vice President, General Counsel, Secretary, and Chief Compliance Officer of NCR Atleos, will act as the secretary of this meeting. The agenda for today's meeting and the rules of conduct that will govern today's meeting are available on our virtual meeting portal. It is now shortly after 10:00 A.M. Eastern Time on June 30th, 2026. I hereby call this meeting to order. Ricardo, I'd like to now call on you to present certain items in connection with the holding of this meeting.
Thank you, Joe. I present to this meeting copies of the notice of special meeting and proxy statement, which were mailed to the stockholders of NCR Atleos as of the close of business on May 11th, 2026, the record date for this meeting, together with an affidavit as to the mailing of such materials commencing on May 27, 2026, all of which will be filed with and made a part of the minutes of this meeting.
Thanks, Ricardo. Tony Carideo has been duly appointed as Inspector of Elections of this meeting and has taken the oath of office, which I direct to be filed with the minutes of this meeting. Ricardo, please report the attendance virtually and represented by proxy at this meeting.
Thank you, Joe. Our second amended and restated bylaws provide that the presence, virtually or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at a meeting constitutes a quorum. Immediately prior to the commencement of this meeting, holders of shares representing 80.66% of the possible votes were present virtually or represented by proxy. Back to you, Joe.
Thank you. I declare that we have a quorum present and that this meeting is duly convened. We will now proceed with the items presented in the proxy statement furnished to our stockholders. If you've already submitted a valid proxy and you do not wish to revoke it, you do not have to vote now during this meeting. Your votes will be cast as indicated on your proxy card. If you wish to change your vote or have not yet voted, please vote now using the Voting tab on your screen. You are able to vote at any time during this meeting until I close the polls.
The first item of business today is the proposal to approve the transactions contemplated by the agreement and plan of merger dated as of February 26, 2026 by and among The Brink's Company, NCR Atleos Corporation, Novus Merger Sub Inc., and Novus Merger Sub II, LLC including the merger of Novus Merger Sub Inc. with and into NCR Atleos and the merger of NCR Atleos with and into Novus Merger Sub II, LLC as further described in detail in the proxy statement. The affirmative vote of NCR Atleos stockholders entitled to cast a majority of all of the votes entitled to be cast thereon at this meeting is required to approve the NCR Atleos Merger Proposal. The NCR Atleos Board of Directors recommends that you vote for the NCR Atleos Merger Proposal.
The second item of business today is the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NCR Atleos Corporation's named executive officers that is based on or otherwise relates to these mergers. The affirmative vote of a majority of all the votes cast by the holders of NCR Atleos Common Stock present, virtually or represented by proxy at this meeting, is required to approve the NCR Atleos Compensation Proposal. The NCR Atleos Board of Directors recommends that you vote for the NCR Atleos Compensation Proposal.
The third item of business today is the proposal to adjourn this meeting if necessary or appropriate to solicit additional proxies if, immediately prior to such adjournment, there is not a quorum or there are not sufficient votes to approve the NCR Atleos merger proposal or to ensure that any supplement or amendment to the proxy statement has been timely provided to NCR Atleos stockholders. I, as Chairman of this meeting, do not believe at this time that an adjournment of this meeting is necessary or appropriate. Accordingly, at this time, I do not intend to open and close the polls on the adjournment proposal. I will inform you if I make a contrary determination. I'm going to pause for a moment. Please cast your votes if you have not already done so. I will shortly be closing the polls.
The time is now 10:06 A.M. Eastern Time. The polls are now closed. We will now report the results of voting. Based on the preliminary report of the Inspector of Elections, sufficient votes have been cast so that the NCR Atleos merger proposal and the NCR Atleos compensation proposal have been passed. The exact and final vote count for each proposal will be reported in a current report on Form 8-K, which we intend to file with the U.S. Securities and Exchange Commission within four business days of today's meeting. This concludes the meeting. I'd like to thank you all for attending this special meeting and for your continued support of NCR Atleos.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.