Good day, everyone, and welcome to the Super League Enterprise Annual Meeting. Now I'll turn the call over to your host, Chief Financial Officer, Clayton Haynes. Please go ahead.
Good morning, ladies and gentlemen, and welcome to the Super League Enterprise 2026 Annual Virtual Meeting of Stockholders. My name is Clayton Haynes, and I am Chief Financial Officer at Super League Enterprise. The board of directors and management appreciate your interest in attending today's virtual meeting. We are holding this meeting virtually to allow all of our stockholders to conveniently attend today's stockholder meeting without the necessity of physically attending the meeting in person. Before we begin the formal meeting, I would like to review a few preliminary matters. Today's meeting will consist only of the formal portion of the meeting. Although we do not have time allotted for a question and answer session during today's meeting, we welcome questions from stockholders or proxy holders currently in attendance on the webinar page at www.virtualshareholdermeeting.com/sle2026.
To post a question, simply type your question in the Ask a Question box located on the left portion of the webinar page. We plan to address appropriately submitted questions during our third quarter earnings call, which will take place in November. As always, stockholders are welcome to reach out directly to the company at any time by utilizing the contact information on the company's IR website. Registered stockholders may still vote during the business portion of the meeting by clicking on the Vote Here button in the center of the webinar page. Registered stockholders are those holding shares of Super League Enterprise stock as of the close of business on August 17th, 2026, in their name at our transfer agent, Equiniti. The rules of conduct for this meeting are posted on our website and on the left side of the webinar page for this meeting under the heading Materials.
Please note that this meeting is being recorded. However, no one attending is permitted to use any visual or audio recording device or otherwise to record and distribute a recording of this meeting or parts thereof in any fashion whatsoever. Please be aware that some of the comments made during this meeting may include forward-looking statements within the meaning of the federal securities laws. Statements about the company's beliefs and expectations containing words such as may, will, could, believe, expect, anticipate, and similar expressions constitute forward-looking statements. These statements involve risks and uncertainties regarding the company's operations and future results that could cause Super League Enterprise results to differ materially from management's current expectations.
The company encourages you to review the safe harbor statements and risk factors contained in the company's filings with the Securities and Exchange Commission, including, without limitation, the company's most recent periodic annual and current reports on Form 8-K, 10-Q, and 10-K, and other periodic reports which identify specific risk factors that may cause actual results or events to differ materially from those described in any forward-looking statements. The company does not undertake to publicly update or revise any forward-looking statements after this meeting. We will now commence with the formal portion of today's meeting, beginning with the formal call to order. I hereby call the 2026 Annual Meeting of Stockholders of Super League Enterprise, Inc. to order. Again, it is my pleasure to welcome all of you to our virtual 2026 annual meeting of stockholders.
As I previously mentioned, my name is Clayton Haynes, and I serve as the Chief Financial Officer of Super League Enterprise, Inc. and I will function as both Chair and Secretary of the meeting. This meeting is being held virtually. As a result, you may access a copy of the agenda online at www.virtualshareholdermeeting.com/sle2026, or simply click on the Materials heading on the left side of your webinar page. A copy of our proxy statement and annual report is also available online at ir.superleague.com. As indicated in the agenda, the agenda items for the meeting include an introduction of certain of the company's Directors, Officers, and service providers who are also in virtual attendance, confirmation of a quorum, review of the proposals outlined in the company's proxy statement, tabulation of the votes by our designated Inspector of Elections, and adjournment of the meeting.
Jack Kennedy of the law firm Disclosure Law Group, the company's outside securities and corporate counsel, has been appointed to serve as the Inspector of Elections for the meeting. Next, I would like to introduce those members of our Board of Directors, executive management team, and independent audit firm and identify those who are in attendance today. The following members of our Board are currently in attendance at this meeting: Matthew Edelman, Bant Breen, Marti Frucci, Robert Kalutkiewicz, and Hunter Williams. Lastly, Jordan Ghaffari from WithumSmith+Brown PC, our independent audit firm, is also in attendance. Proxies to vote at least one third of the outstanding shares entitled to vote on all matters have been received from our stockholders. This constitutes a quorum. A list of our stockholders as of the record date on August 17, 2026, has been compiled and certified by the company's Inspector of Elections.
A copy of the notice of the annual meeting was mailed to stockholders on or about September 25th, 2026, as well as copies of the company's proxy statement and annual report on Form 10-K for the year ended December 31, 2025, each of which is also available online at www.proxyvote.com, or if you are logged in to the virtual meeting platform by clicking the Investor Resources button. This annual meeting is now declared lawfully and properly convened. Most of the company's stockholders have already voted by way of proxy. Any registered stockholder as of the record date who has not voted by proxy or who otherwise desires to vote by online ballot may do so now by voting online at any time prior to the closing of the meeting by accessing www.virtualshareholdermeeting.com/SLE2026 and following the instructions to register online.
At the end of the voting, the Inspector of Elections will tabulate the vote. The votes will not be tabulated until all of the proposals on the agenda have been introduced and stockholders have had the opportunity to vote on each of the proposals. The first item on the agenda is the re-election of two of our current directors, Ann Hand and Robert Kalutkiewicz, to serve as Class III directors until our 2029 annual meeting of stockholders. The director nominees who receive the greatest number of votes cast for at the meeting by the shares present, either in person or by proxy, and entitled to vote, will be elected as directors of the company. First, I will ask a stockholder to place a nomination for the board of director nominees.
I would like to nominate directors Ann Hand and Robert Kalutkiewicz to serve as Class III directors until the company's 2029 annual meeting of stockholders. May I have a second to these nominations?
I second the motion. The following persons have been nominated for election: Ann Hand and Robert Kalutkiewicz to serve as Class III directors until our 2029 annual meeting of stockholders. Are there any other nominations? As no further nominations have been made, the election of the Class III directors will now be put to a vote. Any registered stockholder who wishes to vote by online ballot may do so now by accessing the voting link provided at www.virtualshareholdermeeting.com/SLE2026 and following the instructions. Any stockholder whose shares are held in street name through a bank or broker should vote as instructed on the proxy card previously received by email or mail.
The next item on the agenda is the proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 435,859,500 shares of common stock pursuant to the terms of the Metaplanet Subscription Agreement and the Evo Subscription Agreement, or Proposal 2. I will now ask for a motion from the floor for the approval of Proposal 2.
I move that Proposal 2 be approved. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 2 be approved. The motion will now be put to a vote. The next item on the agenda is the proposal to approve and adopt, assuming Proposal 2 is approved and adopted, the Fourth Amended and Restated Certificate of Incorporation of Super League for the amended charter or Proposal 3, if and only if Proposal 2 is approved. I will now ask for a motion from the floor for the approval of Proposal 3.
I move that Proposal 3 be approved. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 3 be approved, if and only if Proposal 2 is approved. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and the amended charter to change the name of Super League from Super League Enterprise, Inc. to Superplanet, Inc., or Proposal 4A. I will now ask for a motion from the floor for the approval of advisory Proposal 4A.
I move that advisory Proposal 4A be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that proposal 4A be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and the amended charter to, one, increase the number of shares of common stock authorized for issuance thereunder from 750 million to 1 billion, and two, increase the number of shares of preferred stock authorized for issuance thereunder from 10 million to 100 million. For proposal 4B. I will now ask for a motion from the floor for the approval of advisory Proposal 4B.
I move that advisory Proposal 4B be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 4B be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and the amended charter set forth that, one, special meetings of the stockholders of Super League may only be called by the Super League board, the chairperson of the Super League board, or the Chief Executive Officer of Super League. Two, on and after the date on which Metaplanet and its affiliates cease to own shares of voting stock representing at least 50% of the votes entitled to be cast by the holders of the outstanding shares of voting stock, voting together as a single class, such date, the ownership threshold date.
Any action required or permitted to be taken by stockholders may be effected only at an annual or special meeting of stockholders, or Proposal 4C. I will now ask for a motion from the floor for the approval of advisory Proposal 4C.
I move that advisory Proposal 4C be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 4C be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and the amended charter to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between Super League and certain interested stockholders, will not apply to Super League until the ownership threshold date. For Proposal 4D. I will now ask for a motion from the floor for the approval of advisory Proposal 4D.
I move that advisory Proposal 4D be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 4D be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and the amended charter to provide for a waiver of the doctrine of corporate opportunities and to eliminate any duty to refrain from competing with Super League or any of its affiliates for, one, Metaplanet and any of its affiliates, and two, any director of Super League who is not an employee of Super League. For Proposal 4E. I will now ask for a motion from the floor for the approval of advisory Proposal 4E.
I move that advisory Proposal 4E be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 4E be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and the amended charter to designate Delaware courts as the exclusive forum for certain litigation matters, and to designate the U.S. Federal District Courts as the exclusive forum for claims arising under the Securities Act of 1933, as amended, and U.S. federal securities laws. For Proposal 4F. I will now ask for a motion from the floor for the approval of advisory Proposal 4F.
I move that advisory proposal 4F be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 4F be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the advisory proposal to approve certain differences between Super League's current certificate of incorporation and amended charter to declassify the Super League board, resulting in one class of directors serving for a term expiring at the following annual meeting of stockholders, or Proposal 4G. I will now ask for a motion from the floor for the approval of advisory Proposal 4G.
I move that advisory Proposal 4G be approved on an advisory basis. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 4G be approved on an advisory basis. The motion will now be put to a vote. The next item on the agenda is the proposal to approve the amendment and restatement of the Super League 2025 Omnibus Equity Incentive Plan to, one, increase the number of shares authorized thereunder by 6 million shares of common stock, and two, make certain other amendments consistent with good governance practice or applicable law, or Proposal 5, if and only if Proposal 2 is approved. I will now ask for a motion from the floor for the approval of Proposal 5.
I move that Proposal 5 be approved if, and only if, Proposal 2 is approved. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 5 be approved if, and only if, Proposal 2 is approved. The motion will now be put to a vote. The next item on the agenda is the proposal to ratify the appointment of WithumSmith+Brown PC to serve as the company's independent auditor for the fiscal year ending December 31, 2026. It is important to note that the audit committee or the board of directors may terminate the appointment of WithumSmith+Brown PC without the approval of the company's stockholders whenever the audit committee or the board of directors deems it to be necessary or appropriate. I will now ask for a motion from the floor for the approval of Proposal 6.
I move that Proposal 6 be approved. Is there a second to this motion?
I second the motion. It has been moved and seconded that the appointment of WithumSmith+Brown PC as our independent auditor for the fiscal year ending December 31, 2026, be ratified. This motion will now be put to a vote. The next item on the agenda is the proposal to approve an adjournment of the 2026 annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve their proposals, or Proposal 7. I will now ask for a motion from the floor for the approval of Proposal 7.
I move that Proposal 7 be approved. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 7 be approved. The motion will now be put to a vote. As a reminder, any registered stockholder, as of the record date, who wishes to vote by online ballot may do so now by accessing the voting link previously discussed. Any stockholder whose shares are held in street name through a broker or bank should vote as instructed on the proxy card previously received by email or mail. There being no other items on the agenda, I will ask the Inspector of Elections to tally the votes. The polls are now closed. I will now pause to allow the Inspector of Elections to tabulate the votes.
I have received a preliminary report of the votes cast and approved by the Inspector of Elections. A preliminary report of the Inspector of Elections shows that Proposal 1, the election of two current directors, Ann Hand and Robert Kalutkiewicz, to serve as Class III directors until the 2029 annual meeting of stockholders, has received the necessary number of votes to approve the election of such directors. As such, these individuals are hereby elected to serve as directors of the company until the 2029 annual meeting of stockholders.
According to the Inspector of Elections preliminary report, Proposal 2, the issuance of up to 435,859,500 shares of our common stock; Proposal 3, the approval and adoption of the amended charter; advisory Proposals 4A, 4B, 4C, 4D, 4E, 4F, and 4G, representing certain differences between the current certificate of incorporation and the amended charter; Proposal 5, the approval of the amendment and restatement of the 2025 Omnibus Equity Incentive Plan; Proposal 6, ratification of WithumSmith+Brown PC as the company's independent auditor for the fiscal year ending December 31, 2026; and Proposal 7, an adjournment of the annual meeting if necessary, each received the required votes to approve each proposal. As a result, Proposals 2, 3, 5, 6, and 7 are hereby approved, and advisory Proposals 4A, 4B, 4C, 4D, 4E, 4F, and 4G are hereby approved on an advisory basis.
The results of the final tabulation of the Inspector of Elections shall be reported on a Form 8-K to be filed with the Securities and Exchange Commission within four business days of the adjournment of this meeting. There being no more items on the agenda and no further business before this meeting, this meeting is now adjourned. I would like to extend my sincere appreciation to the stockholders who were in virtual attendance today, as well as those who submitted their proxies but were unable to attend. Thank you, and have a great rest of your day.
That concludes our meeting today. You may now disconnect.