Good morning, ladies and gentlemen. On behalf of the Board of Directors and the officers of Sanara MedTech Inc., I'd like to welcome you to this annual meeting of the shareholders of the company. My name is Ron Nixon, Executive Chairman of the Board of Directors and Chief Executive Officer of the company, and I will chair this meeting. It's my pleasure to welcome the company shareholders of record today. In order to facilitate shareholder attendance and participation, we've decided to hold a virtual meeting electronically through the Internet. Copies of the rules of procedure for this meeting have been posted on the online voting website. In order to conduct an orderly meeting, we ask that all participants follow the rules. The 2024 annual meeting of shareholders of Sanara MedTech Inc. is hereby called to order.
In accordance with the company's Amended and Restated Bylaws, as Executive Chairman of the Board, I will act as chairman of the meeting, and Mr. Michael McNeil, as the appointed Secretary of the company, will act as Secretary of the meeting. I hereby appoint Ms. Janet Stackhouse of Securities Transfer Corporation, the company's registrar and transfer agent of the company's common stock, as the Inspector of Election for the meeting, to sign an oath to act as Inspector of Election, which will be filed with the minutes of this meeting. I'll begin by introducing the other current board members of the company's Board of Directors: Robert A. DeSutter, Roszell Mack III, Eric D. Major, Sara N. Ortwein, Ann Beal Salamone, James W. Stuckert, and Eric D. Tanzberger.
As set forth and described in the notice of the annual meeting of the shareholders and the proxy statement, as supplemented by the proxy statement supplement, which were made available to all shareholders of record of the company, this annual meeting has been called for the purpose of: 1, electing 8 members of the board of directors for the ensuing year. 2, approving the amendment and restatement of the company's Certificate of Formation to provide that the number of directors constituting the board of directors shall be fixed from time to time pursuant to the Amended and Restated Bylaws of the company and to make other updates and modernizations. 3, electing 1 director to fill a vacancy to be created from an increase in the size of the board of directors. 4, approving the company's 2024 Long-Term Incentive Plan.
5, ratifying the appointment of Weaver and Tidwell, L.L.P. to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. 6, transacting any other business that may be properly come before the meeting. As disclosed in the company's proxy statement supplement, the proposal to elect a director to fill a vacancy created from an increase in the size of the board will not be presented at the annual meeting, and therefore, votes will not be tabulated from such proposal. In order for a quorum to be present at this meeting, shareholders representing a majority of the outstanding shares of the company entitled to vote on any matter must be present in person or by proxy at this meeting. Mr. McNeil, will you please advise us as to the presence of a quorum?
Mr. Chairman, I report that properly executed proxies of shareholders representing more than 50% of the outstanding shares of the company entitled to vote have been received and are present at this meeting.
As the quorum is present, I now declare that this meeting is duly and lawfully convened and open and ready for business. The online polls for each matter to be voted on at this annual meeting are now open. Any shareholder wishing to cast a vote at this meeting should do so now, as the polls will close in a few minutes. You may vote online by opening your web browser and navigating to https://onlineproxyvote.com/msmti/2024. With the use of the control number at the top left of the notice of internet availability of proxy materials previously mailed to you.
Any shareholder who has timely mailed in his or her signed proxy, or who otherwise voted in advance of this meeting, will have his or her votes shares voted as he or she has indicated and need not to vote at this time unless he or she wishes to change his or her prior vote or revoke his or her proxy. After the end of the formal portion of the meeting, we will provide time for a brief Q&A to respond to any shareholder's questions submitted in advance of the meeting, following the instructions provided in the proxy statement, and if time allows, shareholders' questions that abide by the rules of the procedure were submitted during this meeting. We reserve the right to ignore any inappropriate questions. Like, I would like, now like to proceed with the formal portion of today's meeting. Confirmation of mailing.
The notice of the annual meeting of shareholders, the proxy statement, the proxy cards, and the company's annual report, consisting of its Annual Report on Form 10-K for the year ended December 31, 2023, as applicable, were mailed to shareholders of record on or about April 26, 2024. I request that the secretary present the affidavit of mailing of these proxy materials that was executed by Securities Transfer Corporation, company's registrar and transfer agent for our common stock. Mike? You must be on mute... Mike?
Hey, Ron, it looks like you got your camera on, but we can't hear you.
Okay. Can you, can you get her...? Goddamn it! Okay. Can you hear me now?
Not on the Zoom call, no.
All right. Can you continue on? I've gotta, I'll try to get back in.
Yeah, I, I can continue on. Let me see if they can hear me. Jan- Janet, can you hear me?
Yes, I can hear you, Mike, and I can hear you, Ron.
Oh, you can hear me now? Okay.
Mm-hmm.
Mike, I'm back on. Janet, can you hear me?
Yes, I can hear you, Ron.
So, Janet, where did we leave off? Where did you guys look?
You were at the confirmation of mailing of the notice of meeting.
Okay. Did I read that?
Yes, you did.
Okay. So now, Mike, you need to now present the affidavit of mailing. Mike? Can you hear him, Janet?
No, no, I can't hear him.
Mike, you might be on mute. Try again. I don't know what's happening to our Zoom meeting here, Janet.
Yeah.
You want me to do...?
I mean, I could hear him when he was talking to you, saying he couldn't hear you. So I'm not sure if it's something on your side.
I'm gonna call him right now.
Okay.
Hey, Ron.
Hey, try, try to get back in, Mike. You can. We're right at the point you need to present the affidavit.
So you guys, you guys could not hear me?
No. Try back again.
Okay.
Try back. Janet, Mike is coming back in, so watch for him to let him back in, please.
Sure.
Okay. Can you hear me now?
Yes, Mike.
Okay.
We're right at the confirmation of the mailing.
Confirmation of the,
Yeah, to present the affidavit of mailing, signed.
Okay. Mr. Chairman, I present the affidavit of mailing, signed and certified by Securities Transfer Corporation. The affidavit states that the notice of the annual meeting of shareholders was mailed on or about April 26th, 2024 to shareholders of record as of April 23rd, 2024.
Thank you. I direct the affidavit of mailing and the proxy materials be filed with the minutes of this meeting. The election of directors, the first item of business for today's meeting, is the election of eight directors to the board of directors, each to hold office until 2025 annual meeting of shareholders, until their respective successors are duly elected and qualified. The candidates who were nominated by the company's current board of directors are listed in the proxy statement. In order to be elected to the board, each director nominee must receive the affirmative vote of the holders of a plurality of the votes cast at the annual meeting. The directors' nominees are as follows: Ronald T. Nixon, Robert A. DeSutter, Roszell Mack III, Eric D. Major, Sara N. Ortwein, Ann Beal Salamone, James W. Stuckert, Eric D. Tanzberger.
The board of directors has recommended that you vote for each of these directors. The second item of business for today's meeting is the approval of the amendment and restatement of the company's Certificate of Formation, to provide that the number of directors constituting the board of directors shall be fixed from time to time, pursuant to the Amended and Restated Bylaws of the company, and to make other updates and modernizations. The proposed amended and restated Certificate of Formation is set forth in the entirety in Annex A to the Proxy Statement, and a marked version of the amended and restated Certificate of Formation, showing all of the proposed changes from the current Certificate of Formation, is set forth in Annex B of the Proxy Statement.
If the proposed, amended, and restated certificate of formation is approved by the shareholders at the annual meeting, it will become effective upon our filing it with the Secretary of State of the State of Texas. The approval of the amended and restated restatement of our certificate of formation requires the approval of the holders of majority of the shares of the company entitled to vote on the proposal. The board of directors has recommended that you vote for the approval of the amended and restated certificate of formation. Next, the third item of business for today's meeting is the approval of the company's 2024 Long-Term Incentive Plan.
The approval of the 2024 plan requires the vote of the holders of a majority of the shares entitled to vote, that are actually voted for, against, or expressly abstained on the proposal. A copy of the 2024 plan is included as Annex C to the proxy statement. The board of directors has recommended that you vote for the approval of the 2024 Long-Term Incentive Plan. Fourth item of business for today's meeting is the ratification of the appointment of Weaver and Tidwell LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The board previously determined to appoint Weaver and Tidwell LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
The vote of the holders of the majority of the shares entitled to vote, that are actually voted for, against, or expressly abstained on this proposal, is required to ratify the appointment of Weaver and Tidwell, L.L.P. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The board of directors has recommended that you vote for the ratification of the appointment of Weaver and Tidwell, L.L.P. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. That completes the matters of business to be conducted as set forth in the notice of the annual meeting and the proxy statement, as supplemented by the proxy statement supplement. As there are no further matters to be voted on, the polls to vote will close shortly.
If any shareholder has not voted yet and would like to do so, please submit your vote online at this time, so that it'd be counted by our Inspector of Election. At this time, all completed online ballots should be submitted. I now declare the polls closed, and direct the Inspector of Elections to collect and tabulate the votes. We will now announce the preliminary results of the shareholders' votes. Mr. McNeil, will you please state the preliminary results of the voting of the shareholders?
Each of the nominees for election to the board of directors, Ronald T. Nixon, Robert A. DeSutter, Roszell Mack III, Eric D. Major, Sara N. Ortwein, Ann Beal Salamone, James W. Stuckert, and Eric D. Tanzberger, has received a plurality of the votes cast by the shareholders at the annual meeting. The approval and amendment and restatement of the company's certificate of formation has been approved by a majority of the votes of the shares of the company entitled to vote on this proposal. As disclosed in the company's proxy statement supplement, the proposal to elect a director to fill a vacancy created from an increase in the size of the board was not presented at the meeting, and therefore, the votes were not tabulated for this proposal.
The approval of the company's 2024 Long-Term Incentive Plan has been approved by a majority of the shares entitled to vote, that are actually voted for, against, or expressly abstained on this proposal. The ratification of the appointment of Weaver and Tidwell, L.L.P. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, has been approved by a majority of the votes of the shares entitled to vote, that were actually voted on this proposal.
Thank you, Mr. Secretary. Based on the preliminary report to the vote of the shareholders, each of the nominees for election to the board of directors have been duly elected. The amendment and restatement of the certificate of formation has been approved, the 2024 Long-Term Incentive Plan has been approved, and the appointment of Weaver and Tidwell, L.L.P. has been ratified. The inspector of election will furnish to the secretary a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting. In addition, the final voting results will be reported in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission, no later than four business days following the end of this annual meeting.
There being no other formal matters of business to conduct, this concludes our 2024 annual meeting of shareholders. The annual meeting is now adjourned. Janet, do we have any questions?
No, there are no questions.
Given there's no questions, that concludes our meeting today. Thank you, everyone, for joining. In closing, I'd like to take this opportunity to thank all of you for being shareholders. Thank you very much for your attendance of the meeting and have a great day. Thank you.
Thank you, Ron. Thank you, Mike.
Thank you.