Hello, and welcome to the Annual Meeting of Stockholders of TIC Solutions, Inc. It is now my pleasure to turn today's meeting over to Jennifer Phan, Chief Legal Officer and Corporate Secretary of TIC Solutions, Inc. Jennifer, the floor is yours.
Good morning, and welcome to the 2026 Annual Meeting of stockholders of TIC Solutions, Inc. I'm Jennifer Phan, Chief Legal Officer and Corporate Secretary of TIC Solutions, Inc. We are excited to be hosting our second annual meeting of stockholders virtually, which allows us to be more inclusive and reach a greater number of our stockholders. Please note that if we experience technical issues such as loss of audio or webcast connection, we ask that stockholders stand by and allow us time to resolve the issue and resume the meeting or both of which can be found on the meeting center page. The agenda lists the order of business for today's meeting, and the rules of conduct and procedures explain how we will conduct the meeting.
After all agenda items have been presented, we will respond to pertinent questions on these proposals, close the polls, announce the preliminary voting results, and adjourn the formal meeting. If you have any pertinent questions on the proposals, being present at the meeting, please submit your questions by clicking on the message icon on the meeting center page and typing in the questions. In advance of the meeting, Robert A. E. Franklin and Sir Martin E. Franklin, Co-Chairman of the Board of Directors of the company, have designated Ben Heraud, CEO and Director of TIC Solutions, to act as Chairman of the meeting. I would like to turn the meeting over to Ben.
Thank you, Jennifer Phan. At this time, I call this meeting to order. There are three items of business on today's agenda. One, the election of directors. Two, the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm. Three, the approval on an advisory basis of the frequency of future advisory votes to approve the compensation of our named Chief Executive Officers. I appoint Jennifer Phan, Chief Legal Officer and Corporate Secretary of the company, to act as Secretary of this meeting. I would like to take this opportunity to introduce the Directors and Officers and other invited guests of the company who are joining us virtually today. Robert A. E. Franklin, Executive Chairman of the Board. Our Officers, Kristin Schultes, Chief Financial Officer, Mary O'Brien, Chief Human Resources Officer, and Jennifer Phan, Chief Legal Officer and Corporate Secretary.
David Mandelbaum, Audit Partner from PricewaterhouseCoopers LLP, and a representative of our independent registered public accounting firm. After the meeting, Mr. Mandelbaum will be available to answer any appropriate questions you may have. The board of directors previously set May 11th, 2026, as the date of record for determining stockholders entitled to notice of and to vote at this annual meeting. A list of stockholders has been on file at the principal place of business of the company for 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during normal business hours for that period. In advance of the meeting, the board of directors has appointed Broadridge to serve as Inspector of Elections to act at this meeting and make a written report of this meeting. The applicable representative for Broadridge has taken an oath as Inspector of Elections.
Most of you have already submitted your proxy to vote. You do not need to take any further action. All proxies will be voted as marked by the stockholders signing them. I now yield the floor to the Secretary to present the affidavit of distribution of the notice of annual meeting of stockholders and report on the existence of a quorum for the meeting.
Mr. Chairman, I present the affidavit of distribution of Broadridge, which states that the proxy materials were mailed on or about May 21st, 2026. The related proxy materials were filed with the Securities and Exchange Commission and made available online on May 21st, 2026. Which were further supplemented by the proxy statement supplement and related proxy card made available on June 17th, 2026, to stockholders of record as of the close of business on May 11th, 2026, the record date for stockholders entitled to notice of and to vote at this meeting. As a result, this meeting is being held by pursuant to proper notice.
In addition, I have been advised by the Inspector of Elections that a majority of the company's issued and outstanding shares of common stock and preferred stock entitled to vote at this meeting is represented in person through virtual attendance or by proxy at today's meeting. As such, a quorum is present, the meeting is duly convened. The business of the meeting may proceed.
Thank you, Jennifer. The report of the Secretary on the existence of a quorum is accepted. I direct that the affidavit of distribution be made part of the minutes of the meeting. The annual meeting is hereby convened, and we may now proceed to transact the business for which this meeting has been called. The first item of business today is the election of directors. The directors elected today will hold office until the company's 2027 annual meeting of stockholders or until their successors are duly elected and qualified, or such nominees' earlier death, removal, or resignation. I now call upon Jennifer as the Secretary to review the nominees for the company's Board of Directors in this regard
As set forth in the company's proxy materials, the Board of Directors has nominated the following persons: Robert A. E. Franklin, Sir Martin E. Franklin, Antoinette C. Bush, Rory Cullinan, Elizabeth Meloy Hepding, Benjamin Heraud, Peter A. Hochfelder, James E. Lillie, Talman Pizzey, Byron Roth, and Dickerson Wright.
The Board recommends a vote for each director nominee. Additionally, the company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The second item of business today is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The Board of Directors recommends a vote for this proposal. The third item of business today is the approval on an advisory basis of the frequency of future advisory votes to approve the compensation of our named executive officers. The Board of Directors recommends a vote for a frequency of every one year for future advisory votes on the compensation of our named executive officers.
At this time, I would like to open the meeting to questions on the proposals. As a reminder, please submit your questions by clicking on the message icon at the top of the meeting center page. We will address questions on the proposals in the order in which the proposals were presented. The Secretary will read the questions submitted by stockholders on the proposals, and I will respond to those questions.
Mr. Chairman, no pertinent questions were submitted.
Because no further business is scheduled to come before the stockholders, I declare the polls for each matter to be voted on at this meeting open and direct that a vote of the stockholders be taken by electronic ballot on the proposals presented at today's meeting. Each holder of common stock and preferred stock is entitled to one vote for each share held of record at the close of business day on May 11th, 2026. Ballots are now available for each stockholder or proxy present and entitled to vote at this meeting. Any stockholder who has previously voted or given his or her proxy need not vote unless he or she desires to change the vote or revoke the proxy and vote by electronic ballot at this meeting.
I now declare the polls for each matter voted upon at this meeting closed and direct the Inspector of Elections to collect and tabulate the ballots. I now yield the floor to Jennifer to report on the preliminary results of the matters voted upon today.
The Inspector of Elections has advised me that the following nominees have received a majority of the votes cast for their respective slots. Robert A. E. Franklin, Sir Martin E. Franklin, Antoinette C. Bush, Rory Cullinan, Elizabeth Meloy Hepding, Benjamin Heraud, Peter A. Hochfelder, James E. Lillie, Talman Pizzey, Byron Roth, and Dickerson Wright. Accordingly, each of the director nominees has been elected as a director of the company to hold office until the company's 2027 annual meeting and the due election and qualification of their respective successors or such nominees' earlier death, removal, or resignation.
The Inspector of Elections has advised me that with respect to the ratification of the appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, a majority of the votes cast have been voted in favor, and accordingly, the ratification of appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been approved. The Inspector of Elections further advised me that with respect to the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, a majority of the votes cast have been voted in favor of the frequency of every one year.
The Inspector of Elections will furnish a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of this meeting. The final results of the meeting will be filed with the SEC on a Form 8-K. I now yield the floor to Ben for closing remarks.
I want to thank you all for attending our second annual meeting of stockholders and your continuing support of TIC Solutions. I'd also like to thank all of our team members for their dedication, service, and commitment over the years. The meeting is now adjourned.
That will conclude today's meeting. We appreciate your participation.