It is a pleasure to welcome you to the 2026 Annual Meeting of Stockholders of Playboy, Inc. I am Chris Riley, General Counsel and Secretary of the company, and I will act as Chairman and Secretary of this meeting. Thank you for joining us today using the virtual meeting format by which stockholders are attending via the webcast that we have provided. I would also like to acknowledge that certain other officers and directors of the company may be present at the meeting today. It is now shortly after 1:00 P.M. Eastern Time on June 16, 2026, and this meeting is officially called to order. I would first like to introduce Jason Cabico, Vice President, Legal of Playboy, who has been appointed to act as Inspector of Elections. Mr. Cabico has taken the oath of Inspector of Elections prior to this meeting.
Also in attendance today are Dan Mulhern and Chase Marquardt, representing our independent auditor, RSM US LLP. I would now like to present the agenda for the meeting, which has also been posted to the webcast. We will follow the agenda so that the purposes of the meeting may be achieved in an orderly and efficient manner. Notice of this meeting was sent to all holders of record of shares of Playboy, Inc common stock as of the close of business on April 24, 2026, the record date for this meeting. Only stockholders of record on that date or their duly appointed proxies are entitled to vote at this meeting. Please note that this meeting is being recorded, but no attendee is permitted to record this meeting. We will now proceed to the formal business of the meeting.
As Mr. Cabico was appointed as the Inspector of Elections by the company's Board of Directors, he will assist in the conduct of this meeting. For record-keeping purposes, we will assume that all stockholders who have signed and returned a proxy card or previously voted by internet, phone, or mail, even if they are present at this meeting, intend to vote their shares as previously voted unless such stockholders vote through the webcast today. I now ask that the Inspector of Elections inform us whether a quorum is present.
Mr. Riley, as of the record date, there were 115,460,126 shares of common stock outstanding and entitled to vote. Accordingly, 57,730,064 shares are necessary for quorum. Shares in excess of that number are represented at this meeting, either in person or by proxy.
Thank you, Jason. I therefore declare that a quorum is present. The 1st order of business on the agenda is the presentation of the proposals made to stockholders for approval or ratification at this meeting. The 1st proposal is the election of two Class III Directors nominated by the Board of Directors for a new term to continue until the annual meeting of stockholders in 2029, and until such director's successor is duly elected and qualified, or until their earlier resignation or removal. As set forth in the proxy statement made available to stockholders in connection with this meeting, the Board of Directors has nominated Tracey Edmonds and James Yaffe as the two Class III Directors of the company. The affirmative vote of a plurality of the votes cast at this meeting is required for the election of the nominees.
Each stockholder that is entitled to vote is entitled to vote for or withhold their vote from each of the nominees. The 2nd proposal, referred to as the Incentive Plan Amendment Proposal, is to approve the amendment of the Playboy, Inc Amended and Restated 2021 Equity and Incentive Compensation Plan to increase the number of shares of Playboy, Inc common stock available under such plan by 10 million shares. The affirmative vote of a majority of the votes cast at this meeting is required to approve the Incentive Plan Amendment Proposal. On this proposal, each stockholder that is entitled to vote may vote for, against, or abstain. The 3rd proposal is the ratification of the appointment of RSM US LLP as Playboy, Inc's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The affirmative vote of a majority of the votes cast at this meeting is required for the ratification of the appointment of RSM. On this proposal, each stockholder that is entitled to vote may vote for, against, or abstain. The 4th proposal is the approval by a non-binding advisory vote of the compensation of Playboy, Inc's named executive officers. The affirmative vote of a majority of the votes cast at this meeting is required for the approval of this proposal on a non-binding advisory basis. On this proposal, each stockholder that is entitled to vote may vote for, against, or abstain. The 5th and last proposal, referred to as the Adjournment Proposal, is to approve the adjournment or postponement of this meeting from time to time to a later date, if necessary appropriate, to solicit additional proxies if there are insufficient votes to approve the Incentive Plan Amendment Proposal.
The affirmative vote of a majority of the votes cast at this meeting is required for approval of the Adjournment Proposal. On this proposal, each stockholder that is entitled to vote may vote for, against, or abstain. I now declare the polls open for a vote of the stockholders on each proposal. Any stockholder who has not yet voted or who wishes to change their vote may do so by following the voting instructions provided in the webcast. Stockholders who have sent in proxies or voted via internet, phone, or mail and do not want to change their votes do not need to take further action. We will now pause for the voting. Now that all eligible stockholders have had the opportunity to vote, I now declare the polls closed for the 2026 annual meeting of stockholders. The Inspector of Elections has informed me of the following.
Plurality of the votes cast for this meeting have been voted in favor of the election of Tracey Edmonds and James Yaffe as the two Class III Directors. I therefore declare that Tracey Edmonds and James Yaffe are hereby elected as the Class III Directors, with their terms to continue until the annual meeting of stockholders in 2029 and until their respective successor is duly elected and qualified, or until their earlier resignation or removal. A majority of the eligible votes cast at this meeting on the Incentive Plan Amendment Proposal voted to approve such proposal. I therefore declare that the Incentive Plan Amendment Proposal has been approved. A majority of the votes cast for this meeting voted to ratify the appointment of RSM.
I therefore declare that the appointment of RSM as the independent registered public accounting firm of Playboy, Inc for the fiscal year ending December 31, 2026, has been ratified. A majority of the votes cast for this meeting voted on a non-binding advisory basis to approve the compensation of Playboy, Inc's named executive officers. I therefore declare that the compensation of Playboy, Inc's named executive officers is approved on a non-binding advisory basis. A majority of the votes cast for this meeting voted to approve the Adjournment Proposal. I therefore declare that the Adjournment Proposal is approved.
However, it is not necessary to adjourn the meeting to seek additional votes in support of the Incentive Plan Amendment Proposal, and the stockholder vote on such proposal will be accepted by Playboy, Inc for the conclusion of this meeting. There being no further business to come before this meeting, I hereby declare that this meeting is adjourned. The 2026 annual meeting of the stockholders of Playboy, Inc has now come to an end. Thank you for attending. You may now leave the meeting.
That concludes our meeting today. You may now disconnect.