Welcome to the annual meeting of the stockholders of Recruiter.com Group, Inc. It is now 11:06 A.M. Eastern Standard Time. Will the meeting please come to order? I am Evan Sohn, Executive Chairman of the Board of Directors and Chief Executive Officer of the Corporation, and I will serve as chairman of the meeting. Miles Jennings, Chief Operating Officer of the corporation, will serve as the secretary of the meeting. Before the proceeding to the business of this meeting, there are certain technical legal matters which we must dispose of in order to make certain that we are conducting a duly organized meeting. In fairness to all stockholders in attendance of an orderly meeting, we require that you honor the following rules of conduct. Only stockholders of record or their proxy holders may address this meeting.
Please reserve all questions and comments for the conclusion of the meeting during the specified stockholder questions and comments segment. All questions and comments should be directed to the chairman of the meeting. The views and comments of all stockholders are welcome. However, the purpose of the meeting will be observed, and the chairman or secretary will stop discussions that are irrelevant to the business of the company or the conduct of its operations, related to pending or threatened litigation, derogatory references that are not in good taste, unduly prolonged longer than one minute, substantially repetitious of statements made by other stockholders or discussions related to personal grievances. I would now like to present to you Miles Jennings, who is serving as the secretary of this annual meeting of stockholders. Miles, is the meeting properly convened?
Yes, Mr. Chairman. I submit a copy of the notice of annual meeting of stockholders, the accompanying form of proxy provided for the meeting, an affidavit of mailing.
Miles, are the records of the company showing the stockholders entitled to vote at this meeting available at the meeting?
Mr. Chairman, as secretary of the meeting, I present to the meeting at this time a copy of the notice of the annual meeting of stockholders concerning the matters to be considered and acted upon at this meeting, and a copy of the proxy statement, form of proxy, and together with an affidavit of mailing executed by Issuer Direct Corporation.
The inspector of election also has at the meeting a list of the holders of record of the outstanding shares of common stock of the corporation and the holders of shares of Series E preferred stock of the corporation entitled to vote, which has been certified by Pacific Stock Transfer Company as successor to Philadelphia Stock Transfer, Inc. and arranged in alphabetical order, setting forth the name, address, and number of such shares in the case of the common stock and votes in the case of the preferred stock held by each stockholder of record at the close of business on March 31st.
May.
I'm sorry. May 31st, 2022 , the date fixed by the board of directors as the record date of this meeting. The affidavit of mailing will be filed with the minutes of this meeting, and the list of stockholders is available for inspection.
These certified records will remain open for inspection throughout the meeting. Judy Krandel, this corporation's Chief Financial Officer, has previously been appointed by the board of directors as inspector of election for this meeting. I direct that the oath of office previously administered to the inspector of election be filed with the record of this meeting. Having taken her oath of office, I declare Judy qualified to act. I direct her to take charge of the polls and ascertain the shares present in person or represented by proxy and the votes cast on the business before the meeting. She is also directed to submit a report of the results of such meeting.
Judy has provided me with her report of inspector of elections, which indicates that there are present in person or represented by proxy when the meeting was convened by the holders of at least 1/3 of the total voting power of the corporation's voting securities entitled to vote at this meeting, which constitutes a quorum for the purposes of this meeting. The report of inspector of elections shows that the quorum necessary in order to transact the business to come before the meeting is present.
Now that the technical organization phase of the meeting has been completed, and before proceeding to the significant business to be transacted at this meeting, I would like to take this opportunity to introduce you to the nominees for directors. They are as follows. Evan Sohn, Miles Jennings, myself, Robert Heath, Deborah Leff, Timothy O'Rourke, Steve Pemberton, Douglas Roth, and Wallace Ruiz.
I now refer to the notice of annual meeting and advise the meeting that the first item of business concerns the election of eight directors to the corporation's board of directors until the next annual meeting or until their successors are elected and have qualified.
Mr. Chairman, I move that the directors appointments proposal be approved.
I second the motion. Is there any discussion regarding this matter? I now refer to the notice of annual meeting and advise the meeting that the next item of business concerns the advisory vote on executive compensation, commonly referred to as say on pay.
Mr. Chairman, I move that the say on pay proposal be approved.
I second the motion. Is there any discussion regarding this matter? I now refer to the notice of annual meeting and advise the meeting that the third item of business concerns the advisory vote on the frequency of voting on executive compensation. The board of directors of the corporation has proposed that the frequency of such votes be once every three years.
Mr. Chairman, I move that the say on pay frequency proposal be approved at the frequency of once every three years.
I second the motion. Is there any discussion regarding this matter? I now refer to the notice of annual meeting and advise the meeting that the fourth item of business concerns the ratification of appointment of Salberg & Company as the corporation's independent registered public accountant for the fiscal year ending December 31, 2022.
Mr. Chairman, I move that the auditor appointment proposal be also approved.
I second the motion. Is there any discussion regarding this matter? I now refer to the notice of annual meeting and advise the meeting that the final item of business concerns the approval of an adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the director appointment proposal and the auditor appointment proposal.
Mr. Chairman, I move that the adjournment proposal be approved.
I second the motion. Is there any discussion regarding this matter? Since there are no other discussions regarding this matter and no other matters to be submitted to a vote of the stockholders, I now declare these matters closed. The polls are now open for voting on the proposals. All of the holders of stock present in person are represented by proxy and in attendance at this meeting and entitled shall have had an opportunity to vote. If you have voted by proxy, it is not necessary for you to vote at this time. Any shareholder who has not yet voted, either just now or by proxy, please submit your vote. I declare the polls closed. I now direct that the inspector of elections canvass the results of the votes and complete and sign a report of the results of the voting.
Miles has been provided the report of Inspector of Elections, which I now ask that he please report the results with respect to the proposals.
Yes, Mr. Chairman. The report of inspector of election reflects that the director appointment proposal has been approved by the stockholders and that Evan Sohn, Miles Jennings, Robert H. Heath, Deborah Leff, Tim O'Rourke, Steve Pemberton, Douglas Roth, and Wallace D. Ruiz have been duly elected to serve as directors of the corporation. Additionally, each director will serve until the next annual meeting or until their respective successors have been duly elected and qualified. In addition, the say on pay frequency proposal at the frequency of once every three years and the auditor appointment proposal have been approved by the stockholders.
Based on the preliminary results, the need to have one or more adjournments to the special meeting to permit solicitation of additional votes is not necessary, and thus such that the adjournment proposal shall be withdrawn. I direct that the report of Inspector of Election be filed with the minutes of the meeting. The final results of the election will be reported in a Form 8-K to be filed by the corporation. Is there any further business to come before the meeting? If there is no further business, a motion to adjourn the 2022 annual meeting of stockholders is in order.
I move that the 2022 annual meeting of stockholders of the company be adjourned.
I second the motion. All in favor say aye.
Aye.
All opposed say nay. The motion is carried. On behalf of all the members of the board of directors of the company, I'd like to thank all of you for attending today's 2022 annual meeting of the stockholders and for the interest you have shown the affairs of our company. The meeting stands adjourned. We will now have a brief for questions and comments by the stockholders. One more time. We're gonna ask one more time if there are any questions, please submit them online or through the operator of this voice conference.
Please press star one if you have a question or a comment.
Operator, there are no questions online. Are there any questions coming through the phone system?
We have no questions in queue from the audio lines.
Thank you. Would like to thank everyone for joining us on this conference call. We're gonna close out the line. Please look for the Form 8-K that will be filed within the next few days. Thank you very much and have a great day.
This concludes today's conference. You may now disconnect. Thank you for your participation.