Good day and welcome to the 2025 Annual Stockholders' Meeting of RYVYL Inc. I would now like to turn the conference over to George Oliva, Interim CEO, CFO, and Director. Please go ahead.
Good afternoon and welcome to the 2025 Annual Stockholders' Meeting of RYVYL Inc. Thank you all for joining today. Today's meeting will begin with some introductions and a brief overview before moving into the formal business proceedings and voting on the proposals. I will be serving as the Chair of the Annual Meeting of Stockholders. Jasmine Farrington will serve as Secretary of the Meeting. We are pleased to again conduct our annual meeting virtually, allowing shareholders worldwide to participate conveniently. We have stockholders attending via web portal and the 800 number that we have provided. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. So we may not be able to answer every question. We'll do our best to provide a response to as many as possible.
Only validated stockholders may ask questions in the designated field on the web portal, and out of consideration for others, please limit yourself to two questions. Please note that this meeting is being recorded. However, no one attending via webcast or telephone is permitted to use any audio recording device. I have served as a Director since September of 2025. Now I'll introduce the other members of the board who couldn't be with us today. Brett Moyer has served as one of our Directors since June of 2025. He chairs our Audit Committee and serves on the Nominating Committee. Gene Jones has served as one of our Directors since September 2025. He chairs our Compensation Committee and serves on the Nomination Committee, and Tod Braundorff has served as one of our Directors since September of 2025. He serves on our Compensation and Nominating Committees.
The Board of Directors fixed October 31st, 2025, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice of internet availability of the notice of the meeting, the proxy statement, and the 2024 Annual Report to Shareholders, or the documents themselves were mailed on or about November 28th, 2025, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 36,085,978 shares of common stock outstanding and 50,000 shares of Series C preferred stock outstanding and entitled to vote at this meeting. Mr. Wilcox of Broadridge has reported that stockholders owning at least 33 and a third of the voting power entitled to vote are present in person or by proxy.
Accordingly, it is now shortly after 4:00 P.M. Eastern Time on December 15th, and this meeting is officially called to order. A copy of the notice, Proxy Statement, including all supplements, the Annual Report, and the form of proxies, as well as the affidavit of distribution of Broadridge Financial Solutions, shall be made part of the record of this meeting. Before proceeding to the formal proposals, I will review the meeting agenda and procedures for voting and submitting questions. Remember that you may vote your shares online at www.virtualshareholdermeeting.com/rvyl2025 anytime during this meeting prior to the closing of the polls. If you have previously voted and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is needed.
If you are a record holder and wish to change your vote or did not send in a proxy and wish to cast your vote now or have not cast your vote, you may cast your vote by electronic ballot at www.virtualshareholdermeeting.com/rvyl2025. At this or anytime during the closing of the polls, the results of the voting on the proposal will be announced at the end of the meeting. Final vote totals will be included in a current report on a Form 8-K filed with the Securities and Exchange Commission within four business days from today. Now I will present the matters to be voted upon. Proposal 1 is election of four directors.
The following persons have been nominated to serve as directors: George Oliva, Brett Moyer, Gene Jones, and Tod Browndorf, each to serve on the board until the 2026 Annual Meeting of Stockholders or until the respective successors are duly elected and qualified or his or her earlier resignation or removal. Proposal 2 is a ratification of the appointment of Simon & Edward, LLP, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 3 is the approval of an amendment to the company's amended and restated Articles of Incorporation as amended to affect a reverse stock split of the company's common stock at a ratio of not less than one for 20 and not more than one for 50, with the exact timing, ratio, and implementation to be determined by the Board of Directors and its sole discretion.
Proposal 4 is the approval of an amendment to the company's amended and restated Articles of Incorporation to increase the number of authorized shares of our common stock from 100 million to 500 million. Now, some of the general guidelines to voting. This is a virtual audio meeting. The meeting agenda can be found on the homepage of the web portal you're using to attend this meeting at www.virtualshareholdermeeting.com/rvyl2025. This meeting will take place as described in the agenda. Voting is allowed during the meeting, as previously mentioned. Stockholders may ask up to two questions during the meeting, and we will do our best to answer every question that is pertinent to the meeting, subject to time constraints. The Q&A session will follow all business items. To maintain order and fairness, questions should relate directly to the proposals or the general business of the company.
We may not respond to questions if they are, among other things, irrelevant to our business, relating to pending or threatening litigation, disorderly or repetitious, or statements already made. In addition, no audio or video recording of this meeting is permitted. A full explanation of the rules of conduct for this meeting can be found in the virtual meeting portal located in the meeting materials section. Please note that any non-historical statements made today by me or other representatives are forward-looking statements and under the Private Securities Litigation Reform Act of 1995.
You are cautioned that actual results could differ materially and adversely from these statements as a result of significant risks and uncertainties, including the risks that the company has cited in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission and that we typically cite in our press releases. We urge you to review these filings from the company online at the company's website or on the SEC's website. The company expressly disclaims any obligation to update any forward-looking statements made during this meeting, except as required by law. Also, I would like to remind everyone that this meeting is not a public forum for purposes of SEC's Regulation FD.
As a result, we would be happy to provide you with general background information about the company, but we're not able to provide you with any material non-public information in this meeting. I now declare the polls open for voting on the items on today's agenda, and I will turn to the discussion of the first item of business. The first item of business before the meeting is the election of the four directors. This includes a brief overview of each nominee's professional background and committee role as described in the proxy materials. Each candidate for election as director was nominated to serve as a director by the company's Nominating and Corporate Governance Committee and the Board of Directors. The candidates are George Oliva, Brett Moyer, Gene Jones, and Tod Browndorf.
In accordance with the amended and restated bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received, and therefore I declare the nominations for the four directors closed. The proposal to elect four directors as described in the proxy is now in order. The second item of business before the meeting is to ratify the appointment of Simon & Edward, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2025. This proposal, which is Proposal 2, is discussed in the proxy statement beginning on Page 23. The proposal to ratify the appointment of Simon & Edward, as described in the proxy statement, is now in order.
The third item of business before the meeting is approval of an amendment to the company's amended and restated Articles of Incorporation as amended to effect a reverse stock split of the company's common stock at a ratio of not less than one for 20 and not more than one for 50, with the exact ratio, timing, and implementation to be determined by the Board of Directors in its sole discretion. This proposal, which is Proposal Number Three, is discussed in the proxy beginning on Page 25. The proposal to effect a reverse split of the company's common stock to be determined by the company's Board of Directors, as described in the proxy, is now in order.
The fourth item of business before this meeting is the approval of amending the company's amended and restated Articles of Incorporation to increase the number of authorized shares of a common stock from 100 million to 500 million shares. This proposal, which is Proposal Number Four, is discussed in the proxy statement beginning on Page 30. The proposal to approve the amendment of Articles of Incorporation as described in the proxy statement is now in order. At this point, we will pause for five minutes to allow anyone who wants to vote. We'll continue the meeting in five minutes. I'm not going to look at RTB's texts.
Pardon me, this is the operator. We lost our speaker line briefly. I've now joined George Oliva back in.
Hello. At this point, the polls are closed, and I will now report the preliminary results of the voting.
We have been informed by the Inspector of Election that the preliminary vote count shows that all nominees for election to the board have been duly elected. The appointment of Simon & Edward as our independent registered public accounting firm for fiscal year December 31st, 2025, has been ratified. An amendment to the company's amended and restated Articles of Incorporation to effect a reverse split of the company's common stock to be determined by the board of directors. An amendment to the company's amended and restated Articles of Incorporation to increase the number of authorized shares of our common stock from 100 million to 500 million have each been approved. The final report of the Inspector of Elections will be filed with the minutes of this meeting. The final tabulation of these votes will appear in our required Form 8-K to be filed with the Securities and Exchange Commission.
This concludes the formal portion of our 2025 Annual Shareholders Meeting. There will be no further business to come before the meeting. The Annual Meeting of Stockholders is now adjourned. We will now open the floor to stockholder questions and comments. We can begin with stockholder questions that were entered today on the web portal. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to this meeting will be addressed. Any questions? All right. If there's no questions, then we will conclude. On behalf of the board of directors and the management team, we thank our shareholders for their continued trust and participation.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.