Good morning and welcome to the Talkspace annual meeting of stockholders. I will now pass the meeting over to Doug Braunstein, Chairman of the Board of Directors. You may begin.
Thank you. The meeting will please come to order. I'm Doug Braunstein, Chairman of the Board of Directors of Talkspace Inc., and I welcome you to the annual meeting of stockholders of Talkspace Inc. I'll act as Chairman of the meeting, and John Reilly, the company's Chief Legal Officer, will act as Secretary of the meeting. We're excited to be hosting our meeting virtually as it does allow us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and by phone.
At today's meeting, we'll consider the matters described in the proxy statement first made available on or about April 29, 2024. It's the stockholders of record at the close of business on April 16, 2024. I'll conduct the meeting in accordance with the rules of conduct as set forth in the document made available to each of you upon your entry to today's meeting.
Good morning, Mr. Chairman. I have here a certified list of the stockholders of record as of the close of business on April 16, 2024, the record date for this meeting. This list is also available for inspection during the meeting. I also have an affidavit from the transfer agent certifying that proper notice of the meeting was given to each of these stockholders. The company has appointed Peter Descovich from IOE Services to serve as the inspector of the election of the meeting. As inspector, they have been duly sworn and have taken and signed an oath to faithfully execute their duties with strict impartiality and to the best of their ability.
Further, the inspector of election has presented to me a preliminary report indicating the presence of a quorum for the meeting. The matters to be acted upon at this meeting will be considered in the order set out in the proxy statement. There may be stockholders present who have not voted already by proxy or who wish to change their previous proxy vote. If there is anyone in either of these categories, please follow the instructions on the webcast platform to cast or change your vote. The report of the inspector with respect to the votes cast will begin at the conclusion of the vote on all items.
The time is now 9:02 A.M., and the polls are now open for voting on all proposals. For those who have not voted or would like to change their previously submitted vote, it will remain open until the end of presentation of all proposals.
Thank you, Mr. Chairman. The first item of business is to elect Douglas Braunstein, Swati Abbott, and Liat Ben-Zur to serve until the 2027 annual meeting of the stockholders and until their respective successors shall have been duly elected and qualified. Mr. Braunstein, Mrs. Abbott, and Ben-Zur are the only persons properly nominated in accordance with the company's bylaws.
The nominations are closed.
Thank you. The next item of business to be acted upon is the ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as independent auditors for the fiscal year ending December 31, 2024.
Is there a motion?
Yes, Mr. Chairman. I move the adoption of the following resolution: resolve that the company's stockholders hereby ratify the appointment by the audit committee of the company's board of directors of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the company's independent auditors for the fiscal year ending December 31, 2024.
I second the motion.
Thank you. The final item of business is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called a say-on-pay vote, is now required as a result of the Dodd-Frank Act. This is a non-binding advisory vote, although the compensation committee and the board will certainly take the result of the vote into account when making future compensation decisions. A motion to vote on the compensation of the named executive officers as described in the proxy statement is now in order.
Is there a motion?
Yes, Mr. Chairman. I move for the adoption of the following resolution: resolve that the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation.