Hello, and welcome to the Gentherm Incorporated 2026 special meeting of shareholders. It is my pleasure to turn today's meeting over to Ron Hundzinski, Chair of the Board. Mr. Hundzinski, the floor is yours.
Good morning. I hereby call the 2026 special meeting of shareholders of Gentherm Incorporated to order. My name is Ron Hundzinski, and I am the Chair of the Board. It is my pleasure to welcome you to Gentherm's 2026 special meeting. I would now like to introduce Bill Presley, President and Chief Executive Officer. Bill, will you begin the formal portion of our meeting?
Thank you, Ron, and good morning, everyone. It is my pleasure to welcome all of you to our virtual special meeting being held as a live audio webcast. The agenda and the rules of conduct for this meeting, as well as the certified list of shareholders entitled to vote at this meeting, are available for you to access on the virtual meeting website. I am pleased to introduce the members of the Board who are present telephonically today. Sophie Desormière, David Heinzmann, Ron Hundzinski, who's already introduced himself, Laura Kowalchik, Chuck Kummeth , Betsy Meter, John Stacey, Ken Washington, and myself. Also with us today are executive officers Jonathan Douyard, Executive Vice President, Chief Financial Officer, and Treasurer, and Wayne Kauffman, Senior Vice President, General Counsel, and Secretary.
At this meeting, you'll be asked to, one, approve the issuance of shares of company common stock pursuant to the agreement and plan of merger dated as of January 29th, 2026, by and among Gentherm, Modine Manufacturing Company, Platinum SpinCo Inc., and Platinum Gold Merger Sub Inc. Two, approve an amendment to the Gentherm Second Amended and Restated Articles of Incorporation to effect an increase to the number of authorized shares of company common stock pursuant to the merger agreement. And three, approve the adjournment of the special meeting, if necessary, A, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve proposals one or two. B, if there are insufficient shares of company common stock represented, either in person, via the internet, or by proxy, to constitute a quorum necessary to conduct business at the special meeting.
Or C, to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that the company has determined, based on the advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by company shareholders prior to the special meeting. The board recommends that you vote for each of the proposals. I would now like to introduce Wayne Kauffman, Senior Vice President, General Counsel, and Secretary. He will act as secretary of the meeting.
He has in his possession the following company documents: The certified list of shareholders entitled to vote at this meeting and the forms of proxy and proxy statement, prospectus, and other proxy materials, together with an affidavit of mailing by Broadridge or other proxy material to each person who is a record holder of common stock as of the close of business on July 31st, 2026, the record date of this special meeting. These materials, together with the affidavit of mailing, will be filed in the corporate records. We also ask that everyone abide by the rules of conduct for the meeting, which are available on the virtual meeting website. The rules of conduct are designed to allow us to conduct an orderly meeting in fairness to all shareholders. Pursuant to the company bylaws, Janice W. Castillo, a representative of Broadridge, has been appointed Inspector of the Election to supervise the voting, and Janice has signed an oath of office, which will be filed in the corporate records. Wayne will continue with the formal portion of our meeting.
Thank you, Bill, and good morning, everyone. A quorum is deemed to be present for this meeting. We are now prepared to proceed. The time is now 8:34 A.M. Eastern Daylight Time, and the polls for all proposals are now open. If you previously voted via the internet, phone, or mail, you do not need to take any additional action. Any shareholder who has logged on using your 16-digit control number and wants to vote during this meeting or previously voted and wants to change a vote may do so now by using the voting button on the virtual meeting site before the closing of the polls. The polls will close after the presentation of the last agenda item. After the polls close, the Inspector of Election will tabulate the votes, following which we will announce the preliminary results of today's meeting.
Holders of record of common stock at the close of business on July 31st, 2026, the record date for this meeting, are entitled to cast one vote per share for each matter. There is no cumulative voting. Proposal 1, the approval of the share issuance, and Proposal 3, the approval of the adjournment of the special meeting, if necessary, are approved by the majority of votes cast. Proposal two, the approval for the charter amendment, is approved by a majority of the outstanding shares entitled to vote on such proposal. You can find more information about each of these proposals in the company's proxy statement prospectus.
Our first order of business is the approval of the issuance of shares of company common stock pursuant to the agreement and plan of merger, dated as of January 29th, 2026, by and among Gentherm Incorporated, Platinum SpinCo Inc., and Platinum Gold Merger Sub Inc. I will pause for a moment to allow for voting. Moving on, our next order of business is the approval of an amendment to the Gentherm Second Amended and Restated Articles of Incorporation to effect an increase to the number of authorized shares of company common stock pursuant to the merger agreement.
I will pause again for voting. Now, our final order of business is the approval of the adjournment of the special meeting, if necessary, A, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve Proposal Number 2. B, if there are insufficient shares of company common stock represented, either in person, via the internet, or by proxy, to constitute a quorum necessary to conduct business at the special meeting.
Or C, to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that the company has determined, based on advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by company shareholders prior to the special meeting. I will now pause one last time for voting and then close the polls. I hereby declare that at 8:37 A.M., the polls for each proposal are now closed. I will report the preliminary results of the voting after tabulation has been completed by the Inspector of Election. We will wait just a few moments while she completes the tabulation. The votes have been counted, and the preliminary report of the Inspector of Election has been provided to me.
The inspector has certified that Proposal One, the proposal regarding the issuance of shares pursuant to the merger agreement, has been approved. Proposal Two, the proposal regarding the amendment of the company's Second Amended and Restated Articles of Incorporation, has also been approved. Because the requisite amount of shareholders voting in person or by proxy at the special meeting have approved Proposal One and Proposal Two, Proposal Three, a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of such proposals, is now moot, and we will not call a vote on such matter. The report and certificate of the Inspector of Election will be filed with the minutes of this meeting. We intend to disclose the final vote tallies in an 8-K filing with the SEC within four business days.
You have now heard the preliminary results of the voting, and this completes the formal business to be conducted at this meeting. I declare the formal business portion of the special meeting adjourned.
Thank you, Wayne Kauffman. Our program for the 2026 special meeting is now concluded. Thank you for attending.
Thank you. That concludes today's presentation. You may now disconnect.