Meeting will please come to order. I'm Doug Braunstein, Chairman of the Board of Directors of Talkspace, and I welcome you to the annual meeting of stockholders of Talkspace. 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 allows 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 30th, 2025, to stockholders of record at the close of business on April 21, 2025.
I will 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 at the close of business on April 21st, 2025, the record date for the meeting. This list is also available for inspection during the meeting. I have an affidavit from the transfer agent certifying the proper notice of this meeting was given to each of these stockholders. The company has appointed Peter W. Descovich from IOE Services Inc. to serve as the inspector of 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.
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 be given 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 and will remain open until the end of presentation of all proposals.
Thank you, Mr. Chairman. The second order of business to elect Jon Cohen, Erez Shachar, and Madhu Pawar to serve until the 2028 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. Mr. Cohen and Shachar and Ms. Pawar are the only persons properly nominated in accordance with the company's bylaws.
Thank you. The nominations are closed.
Thank you, Mr. Chairman. The next item of business is acted upon as a ratification of the appointment of Gadde and Kaiser, a member of EY Global, as independent auditors for the fiscal year ending December 31sst, 2025.
Is there a motion?
Yes, Mr. Chairman. I move the adoption of the following resolution: Resolved, that the company's stockholders hereby ratify the appointment by the audit committee of the company's board of directors of Gadde and Kaiser, a member of EY Global, as the company's independent auditors for the fiscal year ending December 31st, 2025.
I second the motion.
Thank you, Dr. Cohen. 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.
Thank you. Is there a motion?
Yes, Mr. Chairman. I move for the adoption of the following resolution. Resolved that the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the summary compensation tables, and the related narrative discussion, are hereby approved.
I second the motion.
That concludes the voting on all proposals set forth in the proxy statement. It is now 9:04 A.M., and the polls are now closed. The Inspector of election has presented their report to me, which is as follows. First, all of the three nominees have been elected as Class 1 directors. Second, the proposal to ratify the appointment of Gadde and Kaiser, a member of EY Global as independent auditors for the company, has been adopted. Third, the proposal to approve the compensation of the company's named executive officers has been adopted. The report is available for inspection by stockholders and will be filed with the minutes of this meeting. Thank you, Inspector. There being no further business to come before the meeting at this time, I will entertain a motion to adjourn.
Thank you, Mr. Chairman. I move that the meeting be adjourned.
Mr. Chairman, I second the motion.
All in favor, please say aye.
Aye.
All opposed, please say nay. The motion is carried. The meeting is adjourned.