Good morning. My name is John Belizaire, Chief Executive Officer of the company. I would like to introduce Michael Picchi, Chief Financial Officer of the company, who will act as chairman of this meeting. I would also like to welcome to the meeting the directors and officers of the company that are present. Alex Williams, General Counsel of the company, is also present. Daniel Steer from Broadridge Financial Solutions, and Daniel Forman and Nathaniel Perle from Lowenstein Sandler LLP, corporate counsel to the company. We also have present Steven Speer, a representative from KPMG LLP, our independent auditor for fiscal year 2026. Chris Gandolfo of the company who will act as the independent Inspector of Elections. Mike Picchi.
Welcome, ladies and gentlemen. I hereby call this annual meeting of stockholders to order. Jessica Thomas, as Secretary of the company, will act as the secretary of this meeting and record the minutes. Before considering the business to be taken up at this meeting, Jessica will report the formal steps taken in connection with it. Jessica?
Jessica, you might be on mute.
Mr. Chairman, the board of directors has adopted resolutions which authorize this meeting.
Jessica, are you still out there?
I am. Apologies. I previously presented to you the affidavit of Broadridge Financial Solutions, which states that the notice of the annual meeting of stockholders, the proxy statement, and proxy card were first mailed on or about August 24, 2026, to each holder of the company shares of common stock at the close of business on August 21, 2026, the record date. I also previously submitted a certified list of the stockholders of the shares of common stock of the company as of the record date that was compiled by Broadridge Financial Solutions and is available for inspection upon request. The list sets forth each stockholder's address and the holdings as they appear on the records of the transfer agent and on the company's stock ledger.
According to this list, there were 246,702,047 shares of the common stock outstanding on the record date. Holders of our common stock are entitled to one vote per share on each matter to be voted upon.
Jessica, I'd like to correct there. According to the list, there were 246,702,047 shares of common stock outstanding on the record date.
Correct.
Thank you, Jessica. Please file the affidavit related to the mailing of the proxy materials and the certified stockholder list in the company's minute book with the minutes of this meeting. I have two other preliminary announcements. First, any non-historical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange Commission, and that the company typically cites in its press releases. Also, I would like to remind everyone that this meeting is not a public forum for the purposes of Regulation FD.
As a result, while the company would be happy to provide you with general background information about the company, we will not be able to provide you with material, non-public information at this meeting. I hereby appoint Chris Gandolfo to act as the Inspector of Election of this meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.
Mr. Chairman, I previously presented to you the oath signed by the Inspector of Election.
The oath of the Inspector of Election will be filed with the minutes of this meeting. Will the inspector now provide us with a count of the stockholders present in person, remotely, or by proxy?
Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present in person, remotely, or by proxy, and will render an exact report at the end of the meeting.
Since the holders of record of 1/3 of the outstanding shares of common stock of the company entitled to vote at this meeting are present in person, remotely, or by proxy, I declare that a quorum is present. The first item of business is a proposal to elect William Hazelip, Michael Toporek, and Daniel Golding to serve as Class III directors, each for a three-year term, expiring at the 2029 annual meeting of stockholders. I move to approve the first proposal.
I second this motion. This is John Belizaire.
Thank you, John. The second item of business is a proposal to approve an amendment to the company's articles of incorporation to increase the number of shares of common stock of the company authorized for issuance thereunder from 375 million shares to 1.0 billion shares. I move to approve the second proposal.
This is John Belizaire. I second the motion.
Thank you, John. The third item of business is a proposal to approve, on an advisory basis, the executive compensation of the company's named executive officers as described in the proxy statement. I move to approve the third proposal.
This is John Belizaire. I second the motion.
Thank you, John. The fourth item of business is a proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. I move to approve the fourth proposal.
This is John Belizaire. I second the motion.
Thank you, John. The fifth item of business is a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of the company's issued and outstanding shares of common stock pursuant to the standby equity purchase agreement between the company and YA II PN, Ltd., dated March 24, 2026. I move to approve the fifth proposal.
This is John Belizaire. I second the motion.
Thank you, John. The sixth item of business is a proposal to approve the adjournment of the annual meeting in the event that the number of shares of the company's common stock present or represented by proxy at the annual meeting and voting for the approval of any of the foregoing proposals are insufficient to approve such proposal. I move to approve the sixth proposal.
This is John Belizaire. I second the motion.
Thank you, John. Are there any other matters to be brought before this meeting? Hearing none, I now declare the polls closed and call for votes for the proposals. Inspector of Election, please report the final count of the shares represented here and the tally of votes cast regarding the proposals.
I hereby report that the preliminary report indicates that each of William Hazelip, Michael Toporek, and Daniel Golding was elected by a plurality of votes cast. Additionally, the increase in authorized proposal, the say on pay proposal, the auditor ratification proposal, the Nasdaq exchange cap proposal, and the adjournment proposal were each approved by a majority of the votes cast on such proposals. I will execute a certificate as to the final results of the voting, and the certificate will be filed within the minute book of the company, along with the minutes of this meeting. The final results will also be reported in a Form 8-K to be filed with the SEC within four business days following this annual meeting.
Thank you, Chris. At this point, I move to adjourn the meeting.
This is John Belizaire. I second the motion.
Thank you, John. This concludes the annual meeting of Soluna Holdings, Inc. I hereby declare this meeting adjourned. Thank you all for attending.
That concludes our meeting today. You may now disconnect.