For this virtual meeting. The meeting is now called to order. I hereby appoint Harvey Schnitzer, the company's Chief Financial Officer, to serve as the Secretary of this meeting. The Board of Directors has appointed Ian Mackay of Continental Stock Transfer & Trust Company to act as inspector of election for the meeting. Mr. Mackay has previously taken his oath as inspector of election. We will file an executive oath with the records of this meeting. Many stockholders have already submitted their proxies. All proxies will be voted as marked by the stockholders signing them. If you have voted by proxy, you do not need to take any further action. If you wish to vote during this meeting, please log in as the stockholder by entering the 16-digit control number you received with your proxy material and clicking on the Vote Here button on your screen.
The Secretary will now review the agenda, rules of conduct, and procedures for today's meeting and present the affidavits of distribution of the notice of the meeting.
Thank you, Chris. Upon logging into the meeting, all participants were presented with an agenda and the rules of conduct and procedures for the special meeting. Thank you for your cooperation with these rules. There are five items of business on today's agenda. The vote to increase the number of the company's Class A shares of the common stock that the company is authorized to issue from 500 million- 1.7 billion. The vote to approve in accordance with Nasdaq Listing Rule 5635(a), (b), and (d), the potential issuance of 19.99% or more of the company's issued and outstanding common stock, constituting the stock consideration to be issued pursuant to that certain BCA, dated as of April 13th, 2026, by and among XCF Global, DevvStream, and Southern Energy Renewables.
To elect Chris Cooper, Chad Langley, John Wharton, Wray Thorn, Sanford Cockrell, Si-Yeon Kim, and Carl Stanton, effective as of the effective time of the business combination contemplated by the BCA to serve on the Board of Directors of the company until their respective successors are duly elected and qualified, or until such Director's earlier death, resignation, or removal. To approve the increase of the number of shares the company's common stock reserved for issuance under the company's 2025 Equity Incentive Plan from 14,557,181 to 80 million. To approve any adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the foregoing proposals.
Each of these items is described in the proxy statement filed with the SEC on July 31, 2026, as supplemented from time to time after such date. The board set July 29, 2026, as the date of record for this stockholders meeting. We have at this meeting a record of stockholders as of that date. Mr. Chairman, I present the affidavit of mailing signed by Robert Zubrycki of Continental Stock Transfer & Trust Company, which states that the records relating to the meeting were mailed and deposited with the post office commencing on August 7, 2026, and September 25, 2026.
Thank you, Harvey. I direct that the affidavits of distribution be made part of the minutes of the meeting. Our first order of business of the meeting is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Harvey, do you have a report?
Yes. I have been advised by the inspector of election that as of this date, approximately 70.4% of the voting power of the shares of the company's capital stock issued and outstanding and entitled to vote are present in person or by remote communication, are represented by proxy at today's meeting, which is sufficient to constitute a quorum for the purpose of transacting business at this meeting.
Thank you, Harvey. The report of the secretary on the existence of a quorum is accepted. Since the majority of the voting power of the issued and outstanding shares of the company's capital stock entitled to vote is represented here today, I declare that the quorum is present and the meeting is duly constituted. It is 11:06 A.M. Eastern Time, and the polls are now open for voting. If you wish to vote now, whether or not you already submitted a proxy, then you may vote using the web portal. We may now proceed to transact the business for which this meeting has been called. The next order of business is a description of matters properly brought before this meeting. The first proposal is to increase the number of shares of the company's Class A common stock that the company is authorized to issue from 500 million- 1.7 billion.
We refer to this proposal as the Authorized Stock Increase Proposal. The approval of this Authorized Stock Increase Proposal requires the affirmative vote of the holders of a majority of the total voting power of the issued and outstanding shares of our common stock entitled to vote therein, voting together as a single class. As indicated in the proxy statement, the board recommends a vote for this proposal. We will now move to proposal two. The second proposal is to approve, in accordance with Nasdaq Listing Rule 5635(a), (b), and (d), the potential issuance of 19.99% or more of issued and outstanding shares of the company's common stock, constituting the stock consideration to be issued pursuant to the BCA to the shareholders of DevvStream and Southern Energy Renewables in connection with the business combination. We refer to this proposal as the stock issuance proposal.
Approval of the stock issuance proposal requires the affirmative vote of a majority of the votes cast by holders of the company's common shares, present in person or represented by proxy at the special meeting and entitled to vote thereon. As indicated in the proxy statement, the board recommends a vote for this proposal. We will now move to proposal three. The third proposal is to elect the seven Directors effective as of the effective time of the business combination contemplated by the BCA to serve on the board of directors of the post-closing company until the respective successors are duly elected and qualified or until such Director's earlier death, resignation, or removal. At this special meeting, it is proposed that the post-closing board of directors of the company would consist of the following Directors: Christopher Cooper, Chad Langley, John Wharton, Wray Thorn, Sanford Cockrell, Si-Yeon Kim, and Carl Stanton.
We refer to this proposal as the Director Election Proposal. Approval of the Director Election Proposal requires an affirmative vote, a plurality of the votes cast by holders of the common share of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. As indicated in the proxy statement, the board recommends a vote for each of the Director nominees. We will now move to proposal four. The fourth proposal is to increase the number of shares of the company's common stock reserved for issuance under 2025 Equity Incentive Plan from 14,557,881- 80 million. We refer to this proposal as 2025 Equity Incentive Plan increase proposal.
The affirmative vote of a majority of the votes cast by holders of shares of the company's common stock present in person or represented by proxy at this special meeting, the entitled vote thereon is required to approve the 2025 Equity Incentive Plan increase proposal. As indicated in the proxy statement, the board recommends a vote for this proposal. We will now move to proposal five. The fifth proposal being submitted to stockholders for action is the approval of any adjournment of this special meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor for the foregoing proposals. We refer to this proposal as adjournment proposal.
To approve the adjournment proposal, the affirmative vote of shareholders of a majority in voting power of the votes cast affirmatively or negatively, excluding abstentions, is required. Abstentions and broker non-votes will have no effect on the outcome of voting. As indicated in the proxy statement, the Board recommends a vote for this proposal. Because no further business is scheduled to come before the stockholders, we will move on to voting. I now direct that the vote of stockholders be taken on the foregoing matters. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on July 29, 2026. Any stockholder who has previously given his or her or its proxy need not vote unless he, she, or it desires to revoke the proxy and vote by electronic ballot at this meeting.
No ballot or proxies or revocations or changes of proxies will be accepted after the polls are closed. I declare the polls for each matter voted upon at this meeting closed at 11:13 A.M. Eastern Time today and direct the Inspector of Election to tabulate the ballots. Will the Secretary please report the preliminary results of the voting?
Yes. Although not all of the numbers on the share vote are in, I can provide the following preliminary results from the Inspector of Election. Starting with the first proposal, the Authorized Stock Increase Proposal has been approved. For the second proposal, the stock issuance proposal has been approved. For the third proposal, a director election proposal has been approved. For the fourth proposal, the 2025 Equity Incentive Plan increase proposal was approved. For the fifth proposal, the adjournment proposal has been approved. However, because there were sufficient votes to approve the foregoing proposals, an adjournment is not needed. The Inspector of Election has indicated that he will furnish me with a written report of the final vote count with respect to the matters voted on today.
The final tally of the votes will be published in a current report on Form 8-K to be filed with the SEC on or before October 9, 2026.
Thank you, Harvey. Please include the Inspector of Election's written report of the final vote count in the minutes for today's meeting. There being no further business to come before the meeting, the special meeting of stockholders of XCF Global, Inc. is now adjourned.