Good morning and welcome to the Triumph Financial Stockholders' Meeting. My name is Carlos Sepulveda, and I serve as Chairman of the Board. I'd like to give a special shout-out to all those attending this meeting via webcast. I'd like to introduce my fellow directors that are here this morning: Chuck Anderson, Debra Bradford, Rick Davis, Davis Deadman, Laura Easley, Aaron Graft, Maribess Miller, Mike Rafferty, Todd Sparks.
We also have with us executive officers and other members of senior management: Brad Voss, EVP and CFO of the company and TBK Bank; Ed Schreyer, EVP and COO of the company and the bank; Gail Lehmann, EVP, Secretary and Chief Regulatory and Governance Officer of the company and the bank; Adam Nelson, EVP and General Counsel of the company and the bank; Todd Ritterbusch, President of TBK Bank; Melissa Forman, President of Triumph Pay; Tim Valdez, President of Triumph Financial Services.
Also present is Ms. Nicole Jacobs of Crowe LLP, our independent registered public accountant. She will be available later to answer any questions you might have. Gail Lehmann, our EVP and Secretary, will act as Secretary of today's meeting, and Adam Nelson, our EVP and General Counsel, will act as Inspector of Elections. I will now turn the meeting over to Aaron Graft, our company Vice Chair and Chief Executive Officer. Following the conclusion of the meeting, Aaron will be available to answer shareholder questions. Aaron?
Yes, sir.
Yes, sir, from.
Good morning, everyone. Nice to see everyone looking so nice today. I am Aaron Graft, President and Chief Executive Officer of the company, and I will serve as chairman of this meeting. I now officially call the meeting to order. The business items on the agenda today were outlined in the company's notice and proxy provided to all stockholders. The matters to be voted on at this meeting consist of the election of each of the directors named in the proxy statement for reelection to the board for a term to expire at the next annual meeting of stockholders.
Second, approval of a non-binding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement. And finally, ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our current fiscal year. At this time, would those stockholders who hold proxies please deliver them to the Inspector of Elections?
Those stockholders who desire to vote in person, please give their names to the Inspector of Elections. The Inspector of Elections will give you a ballot for matters to be voted upon today. While we wait for the Inspector of Elections to determine if a quorum is present, let me ask the Secretary whether proper notice was given for this meeting.
I have available a certified list of the holders of the common stock of the company at the close of business on February 26th, 2024, the date fixed by the Board of Directors for determining the stockholders entitled to notice of and to vote at this meeting. I also have available the notice of meeting, proxy statement, and proxy, and affidavits of the company's representatives as to the due mailing thereof.
Thank you. I would ask that those documents be filed with the records of the company. This now brings us to the determination of a quorum. Our bylaws provide that the presence in person or by proxy of a majority of the votes entitled to be cast on a matter constitutes a quorum. May I now have the report on whether a quorum is present?
There are present in person or represented by proxy the holders of 20,771,451 shares of Common Stock, or 89.01% of all shares authorized to vote at this meeting. Consequently, a quorum is duly present and authorized to transact business on the matters that were submitted to the stockholders for approval.
Thank you. Will the Secretary please introduce each order of business for the meeting?
The first order of business is the election of each of the directors named in the proxy statement to our Board of Directors for a term to last until the next annual meeting of stockholders. A summary of the proposal begins on page five of the proxy statement.
I move to approve the election of such directors.
I second the motion.
Our bylaws require stockholders to provide advance notice of their intent to nominate candidates for directors. No stockholder has provided notice. I therefore declare the nominations for director closed.
The next order of business is the approval of the non-binding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement. A summary of the proposal begins on page 57 of the proxy statement.
I move to approve such non-binding advisory resolution.
I second the motion.
The next order of business is the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our current fiscal year. A summary of the proposal begins on page 58 of the proxy statement.
I move to ratify such appointment.
I second the motion.
At this time, we ask each stockholder voting in person to mark your ballot and to deliver your completed ballot to the Inspector of Elections. All the stockholders present and in person or by proxy have had an opportunity to vote. I will now declare the polls closed. The time is 8:36 A.M. Central Time on April 23rd, 2024. The Inspector of Elections will examine the proxies and ballots submitted. Mr. Nelson, would you please provide the results of the vote?
I have with me the final tabulation report for each of the proposals. With respect to the election of directors, the election of Mr. Sepulveda is approved with approximately 97% of all shares voted in the meeting in favor of reelection. The election of Mr. Graft is approved with approximately 98% of all shares voted in the meeting in favor of reelection.
The election of Mr. Anderson is approved with approximately 96% of all shares voted in the meeting in favor of reelection. The election of Mr. Barnes is approved with approximately 96% of all shares voted in the meeting in favor of reelection. The election of Ms. Bradford is approved with approximately 99% of all shares voted in the meeting in favor of reelection. The election of Mr. Davis is approved with approximately 95% of all shares voted in the meeting in favor of reelection. The election of Mr. Deadman is approved with approximately 98% of all shares voted in the meeting in favor of reelection.
The election of Ms. Easley is approved with approximately 98% of all shares voted in the meeting in favor of reelection. The election of Ms. Miller is approved with approximately 93% of all shares voted in the meeting in favor of reelection. The election of Mr. Rafferty is approved with approximately 99% of all shares voted in the meeting in favor of reelection, and the election of Mr. Sparks is approved with approximately 97% of all shares voted in the meeting in favor of reelection.
Consequently, each of the directors nominated to stand for reelection as set forth in our proxy statement have hereby been reelected for a term to last until our next annual meeting of stockholders. With respect to the proposal to approve the non-binding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement, such proposal is hereby adopted with approximately 95% of all shares voted in the meeting in favor of such proposal.
With respect to the proposal to ratify the appointment of Crowe LLP as our independent registered public accounting firm for our current fiscal year, such proposal is hereby adopted with approximately 98% of all shares voted in the meeting in favor of such proposal.
With no further business, I hereby make a motion that this meeting be adjourned.
I second the motion.
As previously noted in Carlos's remarks to start the meeting, we will now take questions from any stockholders present at the meeting. Before I begin, let me remind you that we may make comments that might be characterized as forward-looking statements under the Private Securities Litigation Reform Act of 1995. Generally speaking, comments regarding the company's or management's beliefs, expectations, intentions, goals, plans, outlooks, or predictions of the future are forward-looking statements.
These statements involve a number of risks and uncertainties that could cause the actual results to vary materially from the anticipated results implied by these forward-looking statements. These risks and uncertainties are detailed in the company's filings with the SEC, which are publicly available on the SEC's website. Now, see if we have gathered any questions. Are there any questions in the room?
I see a lot of faces I know in here, so happy to take questions from you. No questions from the 352 people online? Well, thank you all for being part of this our ninth annual shareholders' meeting, and I hope everyone has a great day. Thank you.