Good morning. Welcome to the Rekor Systems Annual Meeting of Stockholders. I would now like to turn the conference over to Robert Berman. Please go ahead.
Good morning. Will the meeting please come to order? My name is Robert Berman. I am the Chairman of the Board, President, and Chief Executive Officer of Rekor Systems, Inc, and I am also a candidate for election as a Director. I will preside as Chairman of the meeting. This is the reconvened session of the 2026 annual meeting of the stockholders of Rekor Systems, Inc. The meeting was originally convened on May 15, 2026, and was adjourned for want of a quorum to September 11, 2026. On September 11, the meeting was again adjourned for want of a quorum. Today, October 16, 2026, at this time and place. The record date for the meeting remains March 25, 2026.
Stockholders of record at the close of business on that day are stockholders entitled to notice and vote at this reconvened session, and proxies submitted in connection with the earlier session remain in effect unless they have been revoked. The session is also being webcast live, and the webcast will be posted on our website after the meeting. Welcome to those stockholders participating by webcast. An agenda that outlines the order of business has been made available. Matters on which the stockholders are voting at this meeting are the same matters noticed for the May 15 session. First, to elect six Directors. Second, to ratify the appointment of CBIZ CPAs, PC as the company's independent registered public accounting firm for the year ending December 31st, 2026.
Third, to approve on a non-binding advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC. Fourth, to transact any and other business that may properly come before the meeting. I would like to begin by introducing the current members of the company's Board of Directors who are present either in person or virtually. Joining me today are Paul de Bary, David Hanlon, Steven Croxton, Andrew Meyers, and Glenn Goord. Also joining me today are Joseph Nalepa, our CFO, and William Bruno, our outside counsel from Crowell & Moring LLP. Mr. Bruno will serve as Secretary of the meeting and will record the proceedings.
He has delivered an affidavit of Broadridge Financial Solutions as to the distribution of the notice of the meeting, which states that on March 31, 2026, notice of the meeting and the availability of proxy materials was distributed to all stockholders of record as of the close of business on March 25, 2026, the record date for the meeting. He has also delivered confirmation that notice of this reconvened session was given to stockholders of record on October 6, 2026, following the September 11 adjournment, as required because the adjournment exceeded 30 days. These materials are available if any stockholder wishes to examine them and will be filed with the minutes of this meeting. Bill will now describe the procedures for transacting the business of the meeting. Bill?
Thank you, Robert, and good morning. For those of you here in person, if you do not have a copy of the agenda for the meeting and would like one, please raise your hand and a copy will be provided to you. For those participating remotely, the agenda has been posted on the webcast registration page. The meeting will proceed as described in the agenda. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If a stockholder has a question or comment not related to an item of business on the agenda, an opportunity to raise it will be provided after the voting on the proposals described in the proxy statement. If you are recognized, please state your name and whether you are a stockholder or a proxyholder.
If you are a proxyholder, please state the name of the stockholder who gave you the proxy. Please keep your questions and statements brief and limited to the specific item under discussion. We may have to interrupt any questions or statements that continue for an unreasonable amount of time. Ballots for the matters to be voted on will be distributed to those here in person who wish to vote by ballot. Any ballot not received when called for will not be counted. While the votes are being tabulated, Mr. Berman will make brief remarks about business, and following his remarks, we will accept general questions from stockholders, proxyholders. When the report of the Inspector of Election is complete, we will announce the results. Any matter of individual concern should be raised with representatives of the company after the meeting. Back to you, Robert.
Thank you, Bill. The company has appointed James Raitt of American Election Services, LLC as Inspector of Election for this meeting and for any adjournment of this meeting. Now, I confirm that Mr. Raitt is serving in that capacity at this reconvened session. Mr. Raitt has sworn an oath to act as an inspector, and that oath will be filed with the minutes of this meeting. If any person present holds a proxy that has not yet been submitted, please raise your hand and the inspector will collect it at this time. The inspector has a list of the stockholders of the company as of the close of business on March 25, 2026, the record date, which shows the stockholders and number of shares held by each that are entitled to vote at this meeting.
That list is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Before I ask for the Inspector's report, one matter concerning the quorum. As the company disclosed in its current report on Form 8-K filed on October 6, 2026, on October 6, the board of directors amended Section 2.5 of the company's bylaws as permitted by the company's certificate of incorporation and Delaware law to provide that holders of at least 40% of the shares entitled to vote, present in person or represented by proxy, constitute a quorum for the transaction of business at a meeting of the stockholders. The quorum requirement is in effect as at the May 15 and September 11 sessions was a majority of the shares entitled to vote. The amended requirement applies to this reconvened session.
Mr. Raitt, would you please report on the presence of a quorum at this meeting?
Thank you, Mr. Chairman. I have examined the proxies received in respect to this meeting, including those received in connection with the sessions of May 15 and September 11, 2026, that have not been revoked. Under the company's bylaws, as amended on October 6, 2026, a quorum requires the presence in person or by proxy of the holders of at least 40% of the shares entitled to vote at the meeting. As of the record date, 136,578,177 shares are outstanding entitled to vote, and 40% of that number is 54,631,271 shares. As of 7:15 A.M. Eastern Time today or the time of the latest tabulation, 62,498,652 shares are present in person or represented by proxy, representing 45.76% of the shares outstanding and entitled to vote, which exceeds the 40% requirement by 7,867,381 shares. A quorum is present. Back to you, Mr. Chairman.
Thank you, Mr. Raitt. The Inspector has reported that a quorum is present. I therefore declare that the reconvened 2026 annual meeting of stockholders is duly and lawfully convened and open for the transaction of business. The first item of business is the election of six directors of the company. Proxy statement made available to stockholders listed the nominees. The candidates nominated by the board are Mr. de Bary, Mr. Goord, Mr. Hanlon, Mr. Croxton, Mr. Meyers, and myself. In accordance with Section 2.2 of the company's bylaws, stockholders wishing to nominate candidates for director were required to provide advance written notice within the time periods and in the manner specified in the bylaws. No such notice was received. I have determined in accordance with Section 2.11C of the bylaws that no other nominations have been properly brought before this meeting, and I declare the nominations closed.
As described in the proxy statement and the company's bylaws, each nominee will be elected if the votes cast for that nominee election exceed 50% of the votes cast with respect to that nominee's election. Abstentions and broker non-votes are not counted as votes cast for this purpose. A motion to elect the six nominees named in the proxy statement is now in order.
My name is Charles Degliomini, and I am a stockholder. I move that each of Robert A. Berman, Paul A. de Bary, Glenn Goord, David Hanlon, Steven D. Croxton, and Andrew Meyers be elected as a director to serve until the 2027 annual meeting of stockholders and until his successor is duly elected and qualified.
Is there a second?
My name is Alex Goffman, and I'm a stockholder, and I second the motion.
Are there any questions or comments on this motion? There being no further discussion, I declare the polls open on this motion. Any stockholder wishing to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the inspector can give you a ballot. Is there anyone else who wishes to vote in person? I now declare the polls closed on this motion. The second item of business is the ratification of appointment of CBIZ CPAs, PC as the company's independent registered public accounting firm for the year ending December 31st, 2026. A motion to ratify the appointment as described in the proxy statement is now in order.
My name is Charles Degliomini, and I am a stockholder. I move that the appointment of CBIZ CPAs, PC as the company's independent registered public accounting firm for the year ending December 31st, 2026, be ratified.
Is there a second?
My name is Alex Goffman, I'm a stockholder. I second the motion.
Are there any questions or comments on this motion? There being no further discussion, I declare the polls on this motion. I declare the polls open on this motion. Any stockholder wishing to vote in person should do so at this time. If you have not already voted or if you wish to change your vote, please raise your hand so that the inspector can give you a ballot.
Is there anyone else who wishes to vote in person? I now declare the polls closed on this motion. The third item of business is the approval on a non-binding advisory basis of the compensation of the company's named executive officers. The company's executive compensation is discussed in the proxy statement. A motion to approve the compensation of the named executive officers as described in the proxy statement is now in order.
My name is Charles Degliomini, and I am a stockholder. I move that the compensation of the company's named executive officers, as disclosed in the proxy statement, pursuant to the compensation disclosure rules of the SEC, including the summary compensation table and the related narrative discussion, be approved.
Is there a second?
My name is Alex Goffman. I'm a stockholder. I second the motion.
Are there any questions or comments on this motion? There being no further discussion, I declare the polls open on this motion. Any stockholders wishing to vote in person should do so at this time. If you have not yet already voted or if you wish to change your vote, please raise your hand so that the inspector can give you a ballot. Is there anyone else who wishes to vote in person? I now declare the polls closed on this motion. The polls are now closed on all three proposals, and the inspector will tabulate the vote. While the votes are being tabulated, I will make brief remarks about the business, and we will then take general questions from stockholders. Questions should concern matters of interest to stockholders generally.
Any matter of individual concern should be raised with representatives of the company after the meeting. Before we begin, Mr. Bruno will remind you of the procedure for questions and comments.
Thank you, Robert. If you wish to ask a question or make a comment, please raise your hand to be recognized, or if you are participating virtually, submit your question in writing through the webcast platform and we will read it. Once you are recognized, please state your name and whether you are a stockholder or a proxyholder. If you are a proxyholder, please state the name of the stockholder who gave you the proxy. Please keep your questions and statements brief. We may have to interrupt any question or statement that continues for an unreasonable amount of time.
Given the time and date of this vote today and meeting, commencing with the end of the third quarter, which has passed, and the upcoming filing of the third quarter Q, I have no further comments on the business and would refer you back to the second quarter Q at this time. Any questions? I understand that the votes have been counted and that the preliminary report of the Inspector of Election has been delivered to the company. Bill, would you please announce the results of the vote?
Thank you, Robert. The preliminary report of the Inspector of Election indicates that Robert A. Berman, Paul A. de Bary, Glenn Goord, David Hanlon, Steven D. Croxton, and Andrew Meyers have each received the affirmative vote of a majority of the votes cast with respect to his election and have been elected as directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Preliminary report of the Inspector of Elections indicates that the directors have each received an affirmative vote of the majority of the votes cast with respect to his election and have been elected as directors to serve until 2027 Annual Meeting of Stockholders until their respective successors are duly elected and qualified.
The preliminary report indicates that the compensation the company's named executive officers has disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC has been approved on an advisory basis by the majority on that proposal. The preliminary report further indicates the ratification of the appointment of CBIZ CPAs, PC as the company's independent registered public accounting firm for the year ending December 31st, 2026, has been approved by the majority of the votes cast on that proposal. Robert?
Thank you, Bill. I request that the final report of the Inspector of Election be filed with the minutes of this meeting. The company will report the final voting results on a current report Form 8-K within four business days. You have now heard the results of the voting, and this completes the business to be conducted at the 2026 annual meeting of stockholders. There being no further business to come before the meeting, I declare the 2026 annual meeting of the stockholders of Rekor Systems Inc concluded and adjourned. Thank you for your attendance and for your interest in the company. Operator?
The meeting has now concluded. Thank you for joining. You may now disconnect.