Good morning, welcome to the 2026 Annual Meeting of Stockholders for Republic Airways Holdings, Inc. I am David Grizzle, Chairman of the Board and Chief Executive Officer, and will be chairing this meeting. We are pleased to be holding our annual meeting as a virtual meeting. I'm joined by members of our board and members of management, including our President and Chief Commercial Officer, Matt Koscal, who is also set to succeed me as CEO on June 15th, our Chief Financial Officer, Joe Allman, our Chief Operating Officer, Paul Kinstedt, and our General Counsel and Secretary, Chad Pulley. Mr. Pulley will act as Secretary of the meeting. In addition, I'm pleased to welcome Chad Palmer, representative from Deloitte & Touche LLP, our independent public accountants. Finally, I'd like to welcome Andrew Wilcox, our Inspector of Election.
Our Secretary, Mr. Pulley, has presented an affidavit of distribution that shows that proper advance notice of this meeting was given to our stockholders. A copy of the notice of meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on March 27th, 2026 are entitled to vote at the annual meeting. Our first item of business is to determine whether we have a quorum for the purpose of transacting business. Chad, do you have a report?
Yes. As of the record date, holders of 46,829,476 shares of common stock of the company are entitled to vote at this meeting. The Inspector of Election reports that there are represented in proxy or by person at least a majority in voting power of the issued and outstanding shares of common stock entitled to vote at this meeting.
Thank you. Because holders of a majority of the voting power of the issued and outstanding shares of common stock entitled to vote at this meeting are present in person or by proxy, this meeting is duly convened. So that everyone knows what to expect this morning, first, Chad will take care of some housekeeping, and then he and I will present the three proposals subject to a vote for your consideration, which are described in the company's proxy statement dated April 9, 2026. Chad, can you please review with the stockholders a few procedural points?
Thank you, David. First, we are recording this meeting, and you will be able to listen to a replay of it from our company website, which will be uploaded within 48 hours. Second, you have each been provided access to the agenda and the rules of conduct and procedures for today's meeting on the virtual meeting page. The agenda for today's meeting sets forth the proposals for stockholder consideration and the order of business, which will be conducted in accordance with the company's bylaws and the meeting's rules of conduct and procedures. That we have an orderly meeting, we ask everyone to abide by these rules. You can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions.
If we don't answer your question, you are welcome to ask it by emailing InvestorRelations@rjet.com or visiting the investor relations portion of our website, rjet.com, for more information. Third, the polls opened at 10:00 A.M. and you are able to vote during this meeting until the chairman closes the polls. David will close the polls following the presentation of our three proposals.
Remember, if you already voted in advance by online ballot, telephone, or physical proxy card, you do not need to vote again, and a vote at this meeting will supersede your earlier vote. Finally, I would like to point out that some of our discussions today may include forward-looking statements. Forward-looking statements are statements about, among other things, financial projections, managerial plans or objectives, or future economic performance. Actual results may differ materially from those projected by any forward-looking statements.
In our annual report on Form 10-K for 2025, which was filed as of March 19, 2026, and in subsequent filings with the Securities and Exchange Commission, we included sections on forward-looking statements and on risk factors that could materially and adversely affect our business. For additional information, we refer you to these filings, which are available on our website and on the Securities and Exchange Commission's website.
Thank you, Chad. Now, can you please present the proposals subject to vote?
Yes. The stockholders have three matters for their consideration today. The first is to elect six director nominees: David Grizzle, Ellen N. Artist, Michael Lenz, Ruth Okediji, Barry Ridings, and James Sweetnam for a one-year term expiring at our annual meeting of stockholders in 2027. Each director nominee will be elected by a majority vote standard, which means that for each of the director nominees, the number of shares voted for must exceed the number of shares voted against such nominee in order to be elected, with abstentions and broker non-votes not counted as votes cast either for or against that director's election. The board of directors recommends that the stockholders vote for each director nominee named in this proposal. The second is to vote in a non-binding advisory vote to approve compensation of the named executive officers.
This proposal will be approved if the number of votes cast in person or by proxy in favor of the proposal exceeds the number of votes cast in opposition to such proposal. With abstentions and broker non-votes not counted as a vote cast either for or against such proposal. For the reasons outlined in the proxy statement, our board of directors recommends a vote for this proposal. While this proposal is advisory in nature and non-binding, the board will consider the results of the say-on-pay vote when making future decisions regarding executive compensation. Lastly, the third proposal is to ratify the audit committee's choice of our independent registered public accounting firm, Deloitte & Touche LLP, for the 2026 fiscal year.
This proposal will be approved if the number of votes cast in person or by proxy in favor of the proposal exceeds the number of votes cast in opposition to such proposal. Again, with abstentions not counted as a vote cast either for or against such proposal. The board of directors recommends that stockholders vote for this proposal. While the results of the vote are non-binding and advisory in nature, the board intends to carefully consider the results of this vote. There are no additional candidates or proposals that have been properly brought before the meeting. As a reminder, if you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Does anyone have any questions concerning any of the three proposals presented.
Seeing that there are no questions, if you wish to vote on proposals one, two, and three and have not submitted your vote yet, please do so now. All right. The polls are now closed for proposals one, two, and three. The Inspector of Election will count the votes and provide the preliminary results, including votes received in advance of the meeting. I note for the minutes that the polls closed at 10:08 A.M. Eastern Time.
Chad, can you now report the preliminary results of proposals one, two, and three?
Yes, David. We have been informed by the Inspector of Election that each of the six nominees for election to the board of directors has been duly elected. The number of votes cast in person or by proxy to approve compensation of named executive officers exceed the number of votes cast in opposition to such proposal, the proposal, therefore, has been approved. The ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 has been approved.
I want to thank our stockholders for their support and for the trust that they put in the Republic team. We will publish the final voting results in the next few days on a Form 8-K. I also want to thank everyone, especially our stockholders, for their time and participation. It's our pleasure and privilege to be involved with such a great company, and we look forward to executing on our key strategies and driving future stockholder value.
As I mentioned at the beginning, Matt Koscal will be assuming the role of President and Chief Executive Officer on June 15th. I confidently tell you that Matt, Joe, Paul, and Chad constitute a very experienced and immensely able executive leadership team for Republic Airways. Your company is in very good hands. As that was the last formal order of business, I declare the meeting adjourned. Thank you.
The conference has now concluded. Thank you all for attending today's presentation, and you may now disconnect.