Ladies and gentlemen, thank you for standing by, and welcome to the Orion Properties Inc. annual meeting. I'll now turn the conference over to Reggie Gilyard, Chairman of the Board of Directors. You may begin.
Good morning, and welcome to the 2026 annual meeting of stockholders of Orion Properties Inc. I'm Reggie Gilyard, the Chairman of the Board of Directors of Orion, and I'll be presiding over this meeting. Before turning to the formal items of business, I'd like to note the presence of my fellow directors and the company's officers who are virtually attending the meeting. This includes Paul McDowell, the company's Chief Executive Officer and a director. Paul will be leading the question and answer portion of today's agenda. Randy Straight of KPMG, the company's independent registered public accounting firm, is attending virtually as well. Paul Hughes, General Counsel of the company, who's also in attendance, has been appointed as the secretary for the meeting and to record minutes of the meeting.
On the virtual website for this meeting, you can access a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that participants follow these rules. As described more fully in the rules of conduct, stockholders may submit questions during the meeting by entering a question under the Ask a Question heading, and we will respond to questions as time permits. At this time, I call the meeting to order. I also now formally open the meeting to voting for this meeting. If you are a stockholder and wish to vote your shares or change your previously submitted vote, you may do so now under the Cast Your Vote heading by clicking on Vote Here and then filling out the proxy ballot. You may vote your shares or change your previously submitted vote until I declare the voting closed.
As a reminder, you do not need to vote at this meeting if you previously submitted a vote by proxy and you do not wish to change your vote. As noted in the Notice of Annual Meeting of Stockholders and Proxy Statement previously mailed to you or made accessible to you electronically, the record date for voting at this meeting was fixed by the board of directors as the close of business on March 13th, 2026. The company's proxy solicitor, Broadridge Financial Solutions, Inc., has provided an affidavit of distribution to show that notice of this meeting was given in a timely manner on or about March 20th, 2026 to all stockholders of record on the record date.
The secretary is directed to file the list of stockholders on the record date with the records of the company and then incorporate a copy of the Notice of Annual Meeting of Stockholders, Proxy Statement, and the Affidavit of Mailing into the minutes of this meeting.
The board of directors has appointed Tracy Oates of the Carideo Group to act as the Inspector of Elections. The inspector has taken the customary oath of office, which will be filed with the records of this meeting. As inspector, she will determine the number of shares outstanding, the existence of a quorum based on the shares represented in person or by proxy at this meeting, and the validity and effect of proxies. She will also count and tabulate all votes, determine the result, and do such other acts as are proper to conduct the election or vote with fairness to all stockholders. The inspector will also prepare a written report of the results of the voting.
The secretary will now report on the existence of a quorum for the meeting.
The stockholder list shows that holders of 56,830,068 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector that there are represented in person or by proxy 40,181,685 shares of common stock, or approximately 71% of all shares entitled to vote at this meeting.
Based upon the percentage of total shares of the company held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. As you are aware, two proposals are before the stockholders today. One, the election of all five of our director nominees described in our proxy statement to our board of directors. Two, the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The proposals are identified in the proxy materials previously mailed to you or made accessible to you electronically. If you have voted in advance of this meeting by proxy, your shares will be voted accordingly.
As previously described, if you wish to vote your shares or change your previously submitted vote, you may do so now under the Cast Your Vote heading by clicking on Vote Here and then filling out the proxy ballot. No votes for proxies or revocations or changes to votes for proxies previously submitted will be accepted after voting is closed. If you have not already done so, please vote now. I declare the voting now closed at 11:37 A.M. today, May 13, 2026, and ask that the inspector tabulate the votes. Will the secretary please report the preliminary results of voting?
The inspector has informed us that the votes have been preliminarily tabulated and that each of the following director nominees received the affirmative vote of a majority of the total votes cast at this meeting. Paul H. McDowell, Reginald H. Gilyard, Kathleen R. Allen, Richard J. Lieb, and Gregory J. Whyte. The inspector has also informed us that the votes have been preliminarily tabulated and that a majority of the votes were cast in favor of the proposal to ratify KPMG LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2026. Company will report the final voting tally on a Form 8-K filed with the U.S. Securities and Exchange Commission in the coming days. There are no other matters to come before the meeting, that concludes all necessary voting at the meeting.
I declare the meeting to be officially adjourned at 11:38 A.M. Eastern Time on this May 13th, 2026. This concludes the official portion of the annual meeting. I'll now open the floor to questions. Please remember to follow the rules of conduct, and I'm now going to turn the call over to Paul McDowell to address any questions that have come in.
It appears that there are no questions today, so I turn the meeting back to you, Reggie.
Thank you, Paul. Our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of the company.
This concludes today's annual meeting. You may now disconnect.