Good morning, welcome to the virtual webcast of the 2026 Annual and Special Meeting of Shareholders of RB Global, Inc. We do not expect any technical difficulties today. In the event we lose audio or webcast connection and we are unable to provide an update, please wait 10 minutes for resolution. Please refer to the company's investor relations website for updates. The polls are open. To vote, click on the Voting button at the bottom of the webcast screen. The polls will remain open until the conclusion of the meeting. I would now like to introduce RB Global's Chief Executive Officer, Jim Kessler.
Good morning to everyone joining our call, and welcome to our Annual and Special Shareholder Meeting. My name is Jim Kessler, and I am the Chief Executive Officer and a board member of RB Global. Robert Elton, our Chair of the Board, has asked me to preside as chair of this meeting, which I will do with the consent of the meeting. I would now like to call the 2026 Annual and Special Meeting of Shareholders of RB Global to order. Joining me today are Robert Elton, the Chair of the Board, Eric Guerin, our Chief Financial Officer, Darren Watt, our Chief Legal Officer, Jen Schmit, our Chief People Officer, and Ryan Welsh, our Corporate Secretary. I have asked Ryan Welsh to act as Recording Secretary for the meeting and Amanda Castellano from Broadridge Financial Solutions, Inc., to act as scrutineer.
In order that the meeting covers all the business for which it was convened within a reasonable period of time, for each motion being brought today, Ryan Welsh will be deemed to have made the motion, and Darren Watt will be deemed to have seconded the motion. We will first deal with the formal business of the meeting. Shareholders may submit questions electronically during the meeting by typing your question into the Ask a Question box located on the webcast screen. Questions received during the meeting that are related directly to the business of the meeting will be read aloud and addressed when the relevant business is before the meeting, and any other questions received during the meeting will not be answered live, but instead will be considered a response to such questions following the conclusion of the meeting.
This could include a direct response during the informal Q&A or via the company's website on their investors relations page. Depending on the subject matter and relevance, we may take a brief recess to consider any questions submitted during the meeting before addressing such questions. Proof of mailing of the notice calling this meeting together with a copy of the proxy statement for this meeting, the form of proxy for this meeting, annual report, including the financial statements for the year ended December 31st, 2025, have been provided to me and duly filed. I ask that proof of mailing be kept by the Secretary with the records for this meeting.
Although the formal final scrutineer's report is not yet available, I am advised that the preliminary report of the scrutineer indicates representation of approximately 281,000 shareholders by proxy represented about 165 million common shares of the company and 485 million Series A senior preferred shares of the company, or approximately an aggregate of 88% of the number of shares eligible to be voted at this meeting. This is a quorum present. The scrutineer will prepare the final scrutineer's report, and that report will be attached as an exhibit to the meetings of this meeting. Accordingly, I declare this meeting to be regularly called and properly constituted for the transaction of business. As notified our operator, the polls are now open.
I want to remind shareholders that if you have already voted by proxy, you do not need to vote in this virtual meeting unless you want to change your vote. The proxy holders will vote your shares according to the instructions contained in the proxy and fill in any instructions in accordance with the proxy holder's discretion. The first item of business at this meeting is the receipt of the financial statements of the company and the report of the auditors for the financial year of the company ended December 31st, 2025. The financial statements and the auditor's report were contained in the annual report that was mailed or otherwise made available to each shareholder.
With the consent of the meeting, the auditor's report will now be read at this meeting, and I now declare that the financial statements and auditor's report have been received by the shareholders as submitted to this meeting. The next item of business is the appointment of auditors. As recommended by our Audit Committee, we will now vote to appoint Ernst & Young, LLP Chartered Accountants as auditors of the company until the next annual meeting of the company and to authorize our Audit Committee to fix the remuneration to be paid to the auditors. The votes required to approve this proposal is the majority of votes cast at the meeting voting for the proposal. For purposes of determining the number of votes cast, only for-or-withhold votes are counted as set out in the proxy statement. We will now proceed with the vote.
Any registered shareholder or duly appointed proxyholder who has not yet voted may do so now by clicking on the Voting button at the bottom of the webcast screen. Remember, if you already voted in advance of the meeting and do not wish to change your vote, no further action is required. I have been advised by the scrutineers that we received a little over 169 million votes by proxy voting for the motion, and approximately 24,000 votes by proxy voted as withheld. I therefore declare the motion carried. The next item of business is the approval of a resolution to determine the number of directors on the company's board of directors and the number of directors to be elected at the meeting to be 10. The votes required to pass this proposal is two-thirds of the votes cast at the meeting for the proposal.
The board recommends that shareholders vote for this resolution. We will now proceed with the vote. If you haven't done so already, you may do so now by clicking on the Voting button at the bottom of the webcast screen. Remember, if you already voted in advance of the meeting and do not wish to change your vote, no further action is required. I have been advised by the scrutineers that we received a little over 169 million votes by proxy voting for this motion, approximately 48,000 votes by proxy voting against this motion. I therefore declare this motion carried. We will now proceed with the election of directors. The proxy statement mailed or otherwise made available to shareholder contains the names of the nominees for election to the board of directors by or at the election of the board. The board has proposed 10 nominees.
The persons nominated by or at the election of the board of directors as set out in the proxy statement are Robert Elton, myself, Brian Bales, Adam DeWitt, Chloe Harford, Gregory Morrison, Tim O'Day, Michael Sieger, Deborah Stein, and Carol Stephenson. Pursuant to this advance notice provisions included in the bylaws of the company, advance notice of the company of nomination of persons for election to the board of directors is required.
It must have been made not less than 30 days prior to the date of the annual meeting. The company did not receive notice of any director nominations from shareholders in connection with this meeting. As a result, the only nominations for election as directors are the persons nominated by or at the direction of the board of directors.
Information regarding each of the directors' nominees is included in our proxy statement mailed or otherwise made available to shareholders prior to the meeting. I'm advised that each of the nominees is either present or has consented in writing to act as a director of the company. There are no other nominations, I declare that the nominations are closed. We will now vote on the election of each of the 10 persons nominated to serve as directors of the company until the close of the next annual meeting of the company or until his or her successor is duly elected or appointed, or he or she otherwise ceases to hold office. If you haven't done so already, you may now do so now by clicking on the Voting button at the bottom of the webcast screen.
Remember, if you've already voted in advance of the meeting, you do not wish to change your vote, no further action is required. I have been advised by the scrutineers that the proxies deposited for the meeting have been overwhelmingly voted for the election of each of the directors nominated. I declare each of the nominees to have been duly elected as directors of the company to hold office until the next annual meeting of the company. The final tabulated voting results will be disclosed as part of the company's formal report on voting results for the meeting, which will be filed with the SEC and on SEDAR+ within the next two business days. The next item of business is a shareholders' advisory say-on-pay vote concerning the board's approach to executive compensation.
At this meeting, shareholders are being asked to approve on a non-binding and advisory basis a resolution in the form set out in the proxy statement that shareholders accept the company's approach to executive compensation disclosed in the proxy statement. The votes required to pass the non-binding resolution is the majority of votes cast at the meeting voting for the resolution. The company wishes to provide shareholders with an opportunity to record their position regarding this matter. We will now proceed with the vote. If you haven't done so already, you may do so now by clicking on the Voting button at the bottom of the webcast screen. Remember, if you've already voted in advance of the meeting and do not wish to change your vote, no further action is required.
I've been advised by the scrutineers that we received approximately 158 million votes of proxy voting for this motion and approximately 8 million votes by proxy voting against this motion. I therefore declare the motion carried. The next item of business is the approval of resolutions to empower the directors of the company by resolution of directors to determine the number of directors within the minimum and maximum numbers set out in the company's articles of continuance. As described in the proxy statement, the votes required to approve this proposal is two-thirds of the vote cast at the meeting for the proposal. We will now proceed with the vote. If you haven't done so already, you may do so now by clicking on the Voting button at the bottom of the webcast screen.
Remember, if you've already voted in advance of the meeting and do not wish to change your vote, no further action is required. I have been advised by the scrutineers that we received a little over 168 million votes by proxy voting for this motion, and approximately 940,000 votes by proxy voting against this motion. I therefore declare the motion carried. The next and final item of business is the approval of a resolution requiring that the company to adopt a policy and amend its governing documents accordingly so that all shareholder meetings will be held in a hybrid format with both in-person and virtual access, as described in the proxy statement.
This is a shareholder proposal submitted by The Accountability Board as set forth in the proxy statement, and requires approval by a majority of votes cast at the meeting voting for the resolution. Rather than present the proposal itself for efficiency in the conduct of today's meeting, the shareholder has agreed that the company management may present the motion for this proposal on its behalf and accordingly will now do so now.
Shareholders are being asked to consider and, if deemed advisable, approve with or without variation the following by ordinary resolution. Shareholders ask the company to take the steps necessary to adopt a policy and amend its governing documents accordingly that all shareholder meetings will be held in a hybrid format with both in-person and virtual access. The policy may include an exception for circumstances of extreme hardship, such as public health emergency or natural disaster.
The board unanimously recommends that shareholders vote against this resolution for the detailed reasons set out in the proxy statement. We will now proceed with the vote. If you haven't done so already, you may do so now by clicking on the voting button at the bottom of the webcast screen. Remember, if you've already voted in advance of the meeting and do not wish to change your vote, no further action is required. I've been advised by the scrutineers that we received approximately 58 million votes by proxy voting for this motion and approximately 108 million votes by proxy voting against this motion. I therefore declare the motion defeated. This concludes the formal agenda items for this meeting. Unless there is any other proper business that shareholder or proxy holders wish to raise, I suggest we proceed with concluding today's meeting.
Before we conclude, I want to take this opportunity to sincerely thank you, our shareholders, for joining us today and for your continued support of RB Global. I also want to thank our board of directors for their service throughout the year. Finally, I want to thank our employees for their service, dedication, and passion. With the consent of the meeting, I now declare the formal part of this meeting to be concluded. I will now move to the Q&A and turn it over to Ryan Welsh to read any questions that may have been submitted during the meeting.
Thanks, Jim. We've not received any questions. As such, we want to take this opportunity to thank our shareholders once again for your continued support and your interest in RB Global. This concludes today's webcast.
This concludes today's annual meeting. You may now disconnect.