Good morning, welcome to the Stoneridge 2026 Annual Meeting of Shareholders. At this time, I'd like to turn the meeting over to Natalia Noblet, President and Chief Executive Officer of Stoneridge. Ms. Noblet will act as Chair of the meeting. Please go ahead.
Thank you. Good morning. On behalf of the entire board, our officers, and our employees, I would like to thank you for attending the Stoneridge 2026 Annual Meeting of Shareholders. I am Natalia Noblet, President and Chief Executive Officer of Stoneridge. It is my pleasure to welcome you to this year's Annual Meeting of Shareholders. This year, once again, we are holding a Virtual Annual Meeting. We believe that holding a Virtual Annual Meeting provides expanded access and improved communication to our shareholders. We also believe that holding a Virtual Annual Meeting enables a greater number of our shareholders to attend and participate. It is now shortly after 11:00 A.M. Eastern Time on Tuesday, May 19th, 2026. Accordingly, I call this meeting to order, and I will act as Chair of the meeting.
We will conduct the business portion of our meeting first and answer questions regarding the company and our performance after the official business of the meeting is concluded. Although we may not be able to answer every question, we'll do our best to provide a response to as many as practical. Today's meeting will address the agenda items set forth on the Notice of Annual Meeting of Shareholders and described in the company's proxy statement. The meeting will be conducted in accordance with the regulations for conduct at an Annual Meeting of Shareholders. The regulations are available to all shareholders on the meeting webcast page. Susan Benedict, our Chief Human Resources Officer, Assistant General Counsel, and Assistant Secretary, will act as a Secretary of the meeting and record the minutes. Please note that this meeting is being recorded.
Please know that no one attending via the audio webcast is permitted to use any audio recording device. Will the Secretary please present a list of the shareholders of record at the close of business on March 27th, 2026?
I have and hereby present to the meeting a complete list of the shareholders of record at the close of business on March 27th, 2026, the record date fixed by the Board of Directors for the determination of the shareholders entitled to notice of the Annual Meeting of Shareholders and to vote their common shares held on the record date at this meeting. A certified list of shareholders of record as of the close of business on the record date, March 27th, 2026, is available for inspection by shareholders during the meeting using the Registered Shareholder List button found on the meeting webcast page.
Will the Secretary present to the meeting a copy of the notice of the Annual Meeting of Shareholders together with the proof of the distribution of such notice?
I have and hereby present a copy of the 2026 Notice of Annual Meeting of Shareholders, proxy statement, and form of proxy with the affidavit of distribution by Broadridge Financial Solutions, the company's mailing agent, showing the distribution by mail through the US Post Office of the notice of Internet availability on April 9, 2026, which provides instructions on how to access the proxy materials on the Internet or, if desired, instructions on how to request paper copies of the proxy materials to each shareholder of record at the close of business on March 27th, 2026. The proxy statement, the Notice of Annual Meeting, and the 2025 Annual Report to Shareholders are available on the meeting webcast page. The notice provides that the meeting will be held for the following purposes. One, to elect nine directors, each for a term of one year.
Two, to ratify the appointment of Ernst & Young as our independent registered public accounting firm for 2026. Three, to vote on an advisory resolution to approve executive compensation. Four, to vote on a proposal to approve amendment number one to the company's 2025 Long-Term Incentive Plan. Five, to transact such other business as may be properly brought before the annual meeting and any postponement or adjournment thereof. A copy of the 2026 Stoneridge notice of annual meeting of shareholders, proxy statement, and the form of proxy, as well as an affidavit of distribution of Broadridge Financial Solutions, shall be made a part of the record for this meeting.
I hereby direct the Secretary to cause the affidavit of distribution of the notice of Internet availability and proxy materials to be filed and preserved with the records of the company. At this meeting, shareholders will elect nine directors to hold office until our next Annual Meeting of Shareholders. The board proposes that the following nine nominees be elected to the board: Aron R. English, Ira C. Kaplan, Kim Korth, William M. Lasky, Natalia Noblet, Carsten J. Reinhardt, Sheila M. Rutt, Frank S. Sklarsky, and James Zizelman. Prior to the start of the meeting, the company appointed Mr. Greg Maladia, a representative of Broadridge Investor Communication Solutions, to act as Inspector of Election for the meeting. Mr. Maladia is with us today and before the meeting has taken the Oath of Inspector of Election. A word about submitting appropriate questions.
After the official items of business are presented, we'll respond to appropriate questions about the proposals before the polls close. After the official business is conducted, we'll also provide time for questions about the company. The Ask a Question field on the meeting webcast page will remain open during the meeting. Only validated shareholders on the meeting webcast page are permitted to submit questions. I would also like to take this opportunity to report that Aaron Crabill and William Loff, Partners at Ernst & Young, the company's independent registered public accounting firm for 2025, are attending the meeting at the company's invitation. Later in the meeting, a representative from Ernst & Young will be available to answer any questions you may have with respect to the company's audited financial statements for the fiscal year ended December 31st, 2025.
The Inspector of Election has reported that a quorum of outstanding common shares is present, either represented in person or by proxy at the meeting out of a total of 28,235,245 common shares outstanding and entitled to vote.
The minutes of last year's Annual Meeting of Shareholders held on May 13th, 2025, are available for viewing during the meeting on the meeting webcast page under Meeting Materials and will be made available for examination by any registered shareholder. Please contact our Chief Human Resources Officer and Assistant General Counsel, Susan Benedict, after the meeting at the company's address listed on the Notice of Annual Meeting if you would like to see a copy of the minutes of the 2025 Annual Meeting of Shareholders. I direct the Secretary to incorporate with the records of the company a copy of the Annual Report for the fiscal year ended December 31st, 2025, together with the affidavit of distribution.
I further direct the Secretary to file with the records of the company the reports of the Inspector of Election of the action of the shareholders taken at this meeting, together with the list of the shareholders on the record date as certified by Computershare Communication Services at the proxies and ballots cast at the meeting. The polls are now open to vote at the Annual Meeting and will remain open until all items of business have been presented and discussed. A substantial majority of the outstanding common shares on the record date have submitted proxies, either by mail or by telephone or by internet. If you still need to vote or would like to change your vote, you can do so through the Vote Here button on the meeting webcast page.
You do not need to vote at the meeting if you have already submitted a proxy or voted by mail, by telephone, or by internet. At this time, any shareholders that are logged in and who have not already submitted a proxy or voted and wish to vote their company common shares may do so now by clicking on the Vote Here button on the meeting webcast page. The preliminary final vote totals will be reported after the items of business have been presented and the polls have been closed. If any shareholder would like to make a comment or ask a question regarding any of the proposals, please submit your comment or question through the Ask a Question field on the meeting webcast page. The first order of business is the election of nine directors.
The board recommends a vote for each of the board's nominees set forth in the proxy statement. Each nominee is currently serving as a company director. The second order of business is to vote on the proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the company's fiscal year ending December 31st, 2026. The board recommends a vote for this proposal. The third order of business is a non-binding advisory vote on a resolution to approve executive compensation, the so-called Say-on-Pay vote. It is a non-binding vote, although the compensation committee and the board will certainly take the results of the vote into account when making future compensation decisions. The board recommends a vote for this proposal.
The fourth order of business is to vote on the proposal to approve amendment number one to the company's 2025 Long-Term Incentive Plan. The board recommends a vote for this proposal. Each of the proposals is described in detail in the company's 2026 proxy statement. Are there any questions on the proposals? As mentioned earlier, if any shareholder would like to ask a question regarding any of the proposals, please submit your questions through the Ask a Question field on the meeting webcast page. There will now be a momentary pause to review any shareholders' questions regarding the proposals submitted on the meeting webcast page. There will now be a short pause to allow shareholders to vote if they so desire.
A reminder that if you have already submitted a proxy by mail or voted by telephone or the Internet, there is no need to vote at the meeting. There are no shareholder questions on the proposals. Please submit any final votes now. I now declare the polls closed. Will the Inspector of Election count the votes and report to the Secretary?
The report of the Inspector of Election on the election of the nine directors for a term expiring in 2027 is that the following nominees received the most votes: Aron R. English, Ira C. Kaplan, Kim Korth, William M. Lasky, Natalia Noblet, Carsten J. Reinhardt, Sheila Rutt, Frank S. Sklarsky, and James Zizelman.
I declare each of the persons just referred to by the Secretary as having received the most votes to be duly elected a director of the company to serve until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified.
We have also been informed by the Inspector of Election that preliminary vote tabulations show the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2026, has been approved. The compensation of the named executive officers has been approved by an advisory vote and amendment number one to the company's 2025 Long-Term Incentive Plan has been approved.
I now declare that each of the proposals discussed by the Secretary is approved. Based on the final reports of the Inspector of Election, the company will be reporting the final vote results on a Form 8-K to be filed with the SEC within four business days. Operator, please unmute Mr. Crabill's line. Are there any questions for Mr. Crabill concerning the financial statements? There will now be a momentary pause for review of any shareholder questions submitted to Mr. Crabill on the meeting webcast page. This concludes the formal part of the meeting. We would now like to take this opportunity to address any shareholder questions. As a reminder, in order to ask a question, please use the Ask a Question field on the meeting webcast page. Are there any questions about the company?
There will now be a momentary pause for review of any shareholder questions submitted on the meeting webcast page. There are no questions. The meeting is adjourned. Thank you for participating in the company's 2026 Annual Meeting of Shareholders and your continued support of Stoneridge.
Thank you. That does conclude today's conference. We do thank you for your participation. Have an excellent day.