Hello, and welcome everyone to the annual shareholders meeting of Triumph Financial, Inc. My name is Carlos Sepulveda, and I serve all of you in the capacity of Chairman of the Board. I'd like to welcome those shareholders here in person and those attending by webcast. I'd like to introduce my fellow board members here this morning, Chuck Anderson, Debra Bradford, Davis Deadman, Laura Easley, Aaron Graft, Melissa McSherry, Mike Rafferty, and Todd Sparks. At this time, I'd also like to thank the three directors whose terms are expiring at this annual shareholders meeting. Harrison Barnes, who's on our board for five years, Rick Davis, served us for 16 years, and Maribess Miller for 12 years. I'd like to thank these directors for their diligence and their many contributions over these timeframes.
Also present are executive officers of the company and other members of senior management of the company and its subsidiaries. Brad Voss, Executive Vice President, Chief Financial Officer. Ed Schreyer, Executive Vice President and Chief Operating Officer. Adam Nelson, Executive Vice President, General Counsel, and Corporate Secretary. Todd Ritterbusch, President of Payments and Banking of TBK Bank. Also present is Oscar Santillan of Crowe LLP, our independent registered public accounting firm. He will be available to answer any questions you might have. Adam Nelson, our Executive Vice President, General Counsel, and Secretary, will act as secretary of today's meeting, and Brad Voss, our Chief Financial Officer, will act as the Inspector of Elections. I'll now turn the meeting over to Aaron, the company's Vice Chairman and Chief Executive Officer. Following the conclusion of the meeting, Aaron will be available to answer shareholder questions, if any. Aaron? Sir. Yes, sir.
I am Aaron Graft, President, Chief Executive Officer of the company, and I will serve as the chairman of this meeting, which I now officially call to order. The business items on the agenda today were outlined in the company's notice of proxy provided to all shareholders. The matters to be voted on at this meeting consist of, one, election of each of the directors named in the proxy statement for election to the board for a term to expire at the next annual meeting of shareholders. Two, approval of the non-binding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement. Three, ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our current fiscal year.
At this time, could those shareholders who hold proxies, please deliver them to the Inspector of Elections, and those shareholders 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 on today. While we are waiting 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 as of the close of business on February 24, 2026, the date fixed by the board of directors for determining the shareholders 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 the 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 20,490,372 shares of common stock, or 86% 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 shareholders for approval.
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 shareholders. A summary of the proposal begins on page 5 of the proxy statement.
I move to approve the election of such directors.
I second the motion.
Our bylaws require the shareholders to provide advance notice of their intent to nominate candidates for directors. No shareholder has provided notice. I therefore declare the nomination for directors 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 62 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 63 of the proxy statement.
I move to ratify such appointment.
I second the motion.
At this time, we ask each shareholder voting in person to please mark your ballot and deliver your completed ballot to the Inspector of Elections. All the shareholders present in person or by proxy have had the opportunity to vote. I will now declare the polls closed. The time is 9:36 A.M. on April 23, 2026. The Inspector of Elections will examine the proxies and the ballots submitted. Mr. Voss, would you provide the results of the voting?
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 97% of all shares voted in the meeting in favor of re-election. The election of Mr. Graft is approved with 99% of all shares voted in the meeting in favor of re-election. The election of Mr. Anderson is approved with 95% of all shares voted in the meeting in favor of re-election. The election of Ms. Bradford is approved with 99% of all shares voted in the meeting in favor of re-election. The election of Mr. Deadman is approved with 99% of all shares voted in the meeting in favor of re-election. The election of Ms. Easley is approved with 99% of all shares voted in the meeting in favor of re-election.
The election of Ms. McSherry is approved with 99% of all shares voted in the meeting in favor of re-election. The election of Mr. Rafferty is approved with 98% of all shares voted in the meeting in favor of re-election. The election of Mr. Sparks is approved with 98% of all shares voted in the meeting in favor of re-election. Consequently, each of the directors nominated for election, as set forth in our proxy statement, has hereby been elected for a term to last until our next annual meeting of shareholders. 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 71% 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 99% 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 that motion.
As previously noted in Carlos's remarks to start the meeting, we will now take questions from any shareholders 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 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.