Good afternoon. Welcome to the Shoulder Innovations, Inc. 2026 Annual Meeting of Stockholders. Please note that this event is being held via live webcast, and the webcast will be posted on our website for a period of time after our meeting. I would now like to turn the meeting over to Rob Ball, Chief Executive Officer and Executive Chairman of Shoulder Innovations and Chairperson of the annual meeting.
Thank you. Welcome, everyone, and thank you for joining us for our 2026 Annual Meeting of Stockholders. As Chief Executive Officer and Executive Chairman of Shoulder Innovations, I will act as the chairperson of this annual meeting and now call the meeting to order. We're excited to be hosting our annual meeting virtually with our stockholders attending via virtual webcast. I'd now like to introduce Matt Ahearn, our Chief Operating Officer and Secretary, who will act as Secretary of this annual meeting and keep the minutes.
Thank you. I'm advised by the Inspector of the Elections that over a majority of the voting power of our issued and outstanding shares of common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We are therefore authorized to transact business at this meeting. It is now 3:01 P.M., and the polls are now open for voting. Voting is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking on the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the internet or by phone and do not wish to change their vote do not need to take further action. Their votes will be counted automatically.
We plan to close the polls shortly after the presentations of matters to be voted on at the meeting and the question and answer session. We will answer questions regarding the proposals to be voted on at the meeting after all proposals have been presented as appropriate. Stockholders are limited to one question each. Though we may not be able to answer every question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question and answer session will be limited to 10 minutes. Please keep your questions brief and limited to the specific proposals up for a vote. Please note that stockholders who want to ask a question may do so by inputting the question in writing where indicated on the webcast portal for this meeting.
Only stockholders are permitted to submit questions, and you must have your 16-digit control number to do so. This meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. A webcast playback will be available within 24 hours after the conclusion of this meeting. The webcast will be available for approximately one year after our meeting.
In addition to Matt Ahearn and myself, we are also joined on this call today by all of the board members of the board, including Rick Buchholz, Paul Buckman, Mike Carusi, Andrew Hykes, Kevin Sidow, and Casey Tansey. We're also joined by members of our senior management team, including Jeff Points, our Chief Financial Officer, David Blue, our Chief Customer Experience Officer, Jon Osborne, our Vice President of Commercial Development, and Allison Newell, our Vice President of Quality, Regulatory and Clinical Affairs. Also present are Nicholas Schall and Tim Li of Deloitte & Touche LLP, our independent registered public accounting firm, who will be available during the question and answer session to respond to appropriate questions.
Josh Damm of Honigman LLP, our outside legal counsel, and James R. Alden of American Election Services, LLC, who has executed the oaths of Inspector of Elections and will act as the Inspector of Elections for this meeting and tabulate results of the voting. Let us now turn to the formal business of this meeting. The proposals to be considered are described in our proxy statement dated April 29, 2026, and I will review these in a few minutes.
First, I will report on the notice for this meeting. Our Board of Directors fixed April 27, 2026, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge attesting that a notice of internet availability of proxy materials was mailed on or about April 29, 2026, to all of the company's stockholders of record determined as of the close of business on the record date.
The affidavit will be incorporated into the minutes of this meeting. Pursuant to Delaware General Corporation Law and our amended and restated bylaws, a list of the stockholders entitled to vote at this meeting was provided for inspection for a 10-day period ending yesterday. The list of stockholders shows that as of the record date, there were 20,727,949 shares of our common stock outstanding and entitled to vote at this meeting, with each share of common stock entitled to one vote. I will now present the matters to be voted upon.
As stated in the notice of this annual meeting in our proxy statement, the first item of business is the election of two Class 1 directors, each of whom is currently serving as a director on our board of directors. Each to be elected for a three-year term expiring at our 2029 annual meeting of stockholders, and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. The director nominees are Robert Ball and Andrew Hykes. No other director nominees have been properly submitted for election pursuant to our amended and restated bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted. The board of directors recommends a vote for the election of each of the nominated directors.
As secretary of this annual meeting and on behalf of the board of directors, I move for the election of each of these nominated directors, which motion is seconded by proxy.
The second item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31st, 2026. The board of directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP.
As secretary of this annual meeting and on behalf of the board of directors, I move for the approval of this proposal, which motion is seconded by proxy.
We will now address any questions that stockholders have submitted that are relevant to the proposals. Please note that we will not address any questions that are irrelevant to the matters presented at this meeting. As noted earlier, stockholders are limited to one question each. Though we may not be able to answer every question, we will do our best to respond to as many as possible in time permitted. The time permitted for the question and answer session is limited to 10 minutes. If we do not receive any relevant questions, we will conclude the question and answer session sooner. We do not see any questions and will now conclude the question and answer session. It is now 3:09 P.M. Now that everyone has had the opportunity to vote, I will now declare the polls for the annual meeting of Shoulder Innovations closed. We now have preliminary voting results.
Directors elected pursuant to proposal one are elected by a plurality of the votes cast in the meeting, which means that two nominees receiving the highest number of four votes will be elected to the board of directors. Based on the results as tabulated by the Inspector of Elections, Robert Ball and Andrew Hykes are the two nominees on the ballot who received the highest number of four votes cast, and therefore, each nominee has been elected to the board of directors. The vote required to approve proposal two is the affirmative vote of the holders of a majority of the voting power of the votes cast in the meeting on proposal two.
Based on the results as tabulated by the Inspector of Elections, the proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026, has been approved by a majority of the votes cast. The annual meeting is now adjourned. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a current report on Form 8-K within four business days. Thank you for your participation.
2026 annual meeting of stockholders of Shoulder Innovations, Inc. has now come to an end. A replay of the meeting will be available within 24 hours at www.virtualshareholdermeeting.com/si2026. Thank you for attending. You will now be disconnected from the meeting.