Welcome to the Skillsoft 2026 annual meeting of stockholders. It is now 3:05 P.M. Eastern Time. I hereby call the meeting to order. I am Ron Hovsepian, the company's CEO and Executive Chair. I will preside over the meeting today. A majority of our board of directors are present today. Also present are the representatives from Ernst & Young LLP, the company's independent auditors. I have appointed Ron Kisling, the company's Chief Financial Officer, as the secretary and timekeeper of this meeting. I will now ask him to cover the procedural aspects of the meeting.
Thank you, Ron. Kathy Weeden, a representative from Broadridge, has signed an oath of office and has been appointed by the board to act as the inspector of elections of this meeting at any adjournment or postponement of this meeting. The inspector will tabulate the proxy votes and ballots. The agenda is included in and described in the proxy materials, which can be accessed on the Securities and Exchange Commission's website at www.sec.gov and on the meeting website. The rules of conduct and procedures for this meeting can also be found on the meeting website. We are conducting this meeting in accordance with the agenda, our bylaws, and the rules of conduct.
As a reminder, stockholders of record and proxy holders attending this virtual meeting can vote their shares online from the time the polls are declared open to the closing of the polls by clicking the Vote Here button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you have previously instructed and no further action is required. If you have a question, you may submit them via the meeting website by using the Ask a Question function at the bottom of the meeting website.
I have presented to the Inspector of Election the list of stockholders entitled to vote at the meeting who are holders of record of our common stock at the close of business on May 4th, 2026, the record date of this meeting, and an affidavit of mailing establishing that notice of this meeting has been duly provided. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. The list of stockholders has been open to examination by any stockholder for any purpose relevant to this meeting during normal business hours for a period of 10 days before this meeting at our principal executive office. A copy of our proxy statement and a copy of our annual report to stockholders is available on the annual meeting website and the Securities and Exchange Commission's website at www.sec.gov.
The Inspector of Election has confirmed that holders of the majority of the voting power of the issued and outstanding shares of our capital stock entitled to vote at this meeting are present in person or by proxy. Therefore, there is a quorum for all actions to be taken at the meeting. Accordingly, the meeting is duly constituted and we may now proceed with the business of the meeting.
Thank you, Ron. We now come to the proposals to be considered and voted upon by the stockholders. The time now is 3:10 P.M. Eastern. The polls are now open. There are five items to be voted upon at this meeting. As discussed in the proxy statement, each company proposal has been approved by the board of directors. The proposals are as follows. The first item to be voted upon at this meeting is the election of the Class II directors to serve on the board. At this annual meeting, stockholders will elect three Class II directors to serve until the 2029 annual meeting of stockholders, and until their respective successors are duly elected and qualified. Prior to this meeting, the nominating and governance committee of the company formally nominated the following persons for election to the board of directors as Class II directors: Michael S.
Klein, Denis Nikolaev, and Art Gilliland. The company's board of directors approves these persons as the slate of Class II directors nominees to be presented to the stockholders for election at this meeting. Information concerning the nominees has been provided in the proxy statement. In accordance with the company's bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No other nominations were received prior to the deadline established by the company bylaws. Therefore, no nominations may be made at this meeting, so I declare the nominations to be closed. The board of directors recommends a vote for all of the nominees. The second item to be voted upon at this meeting is the approval on an advisory basis of the compensation of our named executive officers, commonly known as say on pay proposal, as disclosed in our proxy statement under proposal two.
The advisory vote serves as a tool to guide the board and the talent and compensation committee in aligning executive compensation programs with the interests of the company and its stockholders. The board of directors recommends a vote for this proposal. The third item to be voted upon today is the approval of the second amendment to the company's 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 550,000 shares from 3,755,658 shares- 4,305,658 shares, as described in the proxy statement under proposal three. The board of directors recommends a vote for this proposal.
The fourth item to be voted upon at this meeting is a ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2027 fiscal year ending January 31st, 2027. As mentioned, we have representatives from Ernst & Young with us today. The representatives may make any statements they consider appropriate and will respond to appropriate questions properly raised at the meeting. The Board of Directors recommends a vote for this proposal. The final item to be voted upon today, if necessary, is the proposal to adjourn the annual meeting to a later date or dates to permit further solicitation and a vote of proxies if based upon the tabulated votes at the time of the annual meeting, there are insufficient shares represented, either in person or by proxy, and entitled to vote to approve of any foregoing proposals.
The Board of Directors recommends a vote for this proposal. At this point, I will pause and ask if there are any comments or questions on the proposals. In order to submit a question, please use the Ask-a-Question function on the bottom of the meeting website. Questions pertinent to the annual meeting matters may be answered during the annual meeting at our discretion, in accordance with the rules of conduct and subject to time constraints. The board knows of no other matters that are to be brought before the meeting. It is now 3:15 P.M. Eastern, the polls are now closed. I have received the preliminary voting results from the Inspector of Election based on the proxies received as of the opening of the polls at today's meeting.
Based on the preliminary voting results, the inspector has informed me that, one, each nominee to serve as Class II director has received a plurality of the votes cast and is therefore re-elected. The say-on-pay proposal received the affirmative vote of a majority of the outstanding shares of our common stock present or represented by proxy at the meeting and entitled to vote on the matter and is therefore approved on an advisory basis. On the proposal to approve a Second Amendment to the company's 2020 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 550,000 shares from 3,755,658 shares- 4,305,658 shares.
The majority of those outstanding shares of common stock present or represented by proxy at the meeting and are entitled to vote on the matter, has voted in favor of the Second Amendment. The proposal for ratification of Ernst & Young LLP as the company's independent registered public accounting firm for our 2027 fiscal year has received the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy at the meeting and entitled to vote on the matter and is therefore approved. The proposal to adjourn the annual meeting was not necessary given there are sufficient shares of our common stock represented, either in person or by proxy, and entitled to vote to approve the foregoing proposals. All votes are subject to final count certified by the Inspector of Election.
The detailed voting results will be recorded in the company's corporate records, and we will report the final vote results on a Form 8-K, filed with the SEC in four business days from today's meeting. Thank you for attending today's meeting. There being no further business to come before the meeting, the meeting is now adjourned.
That concludes our meeting today. You may now disconnect.