Good morning, ladies and gentlemen. I am Michael Viola, Chairman of the Board of Directors, and I will be presiding at this meeting. On behalf of the board and the officers of Virtu Financial, Inc., I am pleased to welcome all of you to the 2026 Virtual Annual Meeting of Stockholders. It is 9:00 A.M., and in accordance with the amended and restated bylaws of the company, I call to order this annual meeting of stockholders. All of the stockholders were mailed the notice of internet availability. Copies of our proxy statement and annual report were mailed to those stockholders who have so requested. Additionally, our proxy statement and annual report are available on the annual meeting website if anyone would like a copy.
Before proceeding to the business of the meeting, I would like to introduce you to the directors and officers of the company, in addition to myself, who have dialed in today. Aaron Simons, our Chief Executive Officer. William Krueger, Director and Audit Committee Chairman. Joseph Molluso, our Co-President and Chief Operating Officer. Cindy Lee, our Chief Financial Officer, and Matthew Sandberg, Head of Investor Relations. Justin Waldie, Secretary, Senior Vice President, and General Counsel of the company, will act as Secretary of the meeting. Charles Zaid, an independent Inspector of Elections, has been appointed as Inspector of Election in accordance with the company's amended and restated bylaws. Also present today is John Nardulli of PricewaterhouseCoopers LLP, which firm served as the company's independent registered public accounting firm for the financial year ended December 31st, 2025.
If questions arise during the annual meeting or discussion period that those professionals should appropriately address, they will be glad to respond. Each of you should have entered the meeting with your control number or dialed in as a guest. We have posted the agenda and rules of conduct here in the virtual annual meeting site. It is our intention to conduct this meeting in accordance with this agenda and the rules. As stated in the rules of conduct, stockholders or their valid proxy holders should submit their questions regarding the matters to be voted on at the annual meeting in the field provided in the web portal at or before the time that the matters are before the annual meeting. We ask that you restrict your questions or remarks to items on the agenda.
After the formal portion of the annual meeting, you will note that under item 13 in the agenda, an opportunity is provided for additional questions and discussion. Thank you for your cooperation with these rules. Mr. Waldie will now report on the mailing of the notice of this meeting and the presence of a quorum.
Good morning, and thank you, Mr. Chairman. This meeting is held pursuant to a printed notice mailed on April 29th, 2026 to each stockholder of record as of April 16th, 2026, who is entitled to vote. A list of stockholders entitled to vote at this meeting has been available for the past 10 days at the company's headquarters. All documents concerning the call and notice of this meeting will be filed with the records of the company. There are 87,024,431 shares of Class A common stock, 7,970,185 shares of Class C common stock, and 60,091,740 shares of Class D common stock issued and outstanding and entitled to vote at this meeting. Holders of Class A common stock and of Class C common stock are entitled to one vote per share, and holders of Class D common stock are entitled to 10 votes per share.
We were informed by the Inspector of Elections that there are represented in person or by proxy at least 139,272,562 shares of common stock, or approximately 97.72% of all voting power entitled to vote at this meeting. I certify that as required by the company's amended and restated bylaws, the holders of a sufficient number of common stock are present in person or proxy, and that a quorum is therefore present. With that, I turn the meeting back to our chairman.
Thank you, Mr. Waldie. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I hereby declare that a quorum is present at this meeting in accordance with the company's amended and restated bylaws, and declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who are attending this meeting and those who were unable to attend but returned their proxies. I would like to point out that most of you who returned proxies authorized the persons named in the proxy to vote on all proposals coming before the meeting. If you would like to vote at this meeting, please follow the instructions on the website.
If you already have voted by proxy, it will not be necessary to do so unless you wish to revoke or change your vote. The next order of business is a description of the matters to be voted upon at today's meeting. At this meeting, the stockholders will be asked to, one, elect three directors to our board of directors, each to serve as a Class II director for a term of three years, expiring at the annual meeting of stockholders to be held in 2029, and until such director's successor has been elected and qualified. Two, approve on an advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement for this annual meeting of stockholders. Three, ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year ending December 31st, 2026.
We will first entertain nominations for the three directors to be elected by the stockholders of the company as Class II directors. Company has a staggered board comprised of three classes of directors. Terms of the Class II directors expire by their term at this annual meeting, and each Class II director elected today will hold office for a term of three years, expiring at the annual meeting of stockholders to be held in 2029, and until such director's successor has been duly elected and qualified. To nominate the persons listed in the proxy statement, I recognize Mr. Sandberg.
Mr. Chairman, I hereby nominate the following persons for election as Class II directors of the company to be elected by the holders of common stock. Aaron Simons, Joseph J. Grano Jr., and Joanne M. Minieri. These nominees are named and described on pages seven through nine of the company's proxy statement, filed on Schedule 14A with the United States Securities and Exchange Commission on April 29, 2026. Mr. Chairman?
Thank you, Mr. Sandberg. You have heard the motion. Is there a second?
Second.
Second from Mr. Waldie. Thank you. Since no other nominations have been made in accordance with the amended and restated bylaws of the company, I hereby declare the nominations closed. The election of directors is now in order. If any stockholders are voting online, I suggest they do so now. The polls are now closed. After voting has been completed on all matters on the agenda, all ballots will be counted. The next matter being submitted to the stockholders for action is the proposal to approve, on an advisory basis, 2025 compensation of the company's named executive officers. Company's executive compensation is described on pages 23 through 51 of the company's proxy statement. I recognize Mr. Sandberg to provide the recommendation of the board of directors regarding this matter.
Thank you, Mr. Chairman. The board of directors has unanimously voted to recommend the approval of the compensation of the company's named executive officers. I move for the approval of the compensation paid to the company's named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related narrative discussion. Mr. Chairman?
You have heard the motion. Is there a second?
Second.
Second from Mr. Waldie. Thank you. Are there any questions or comments? If any stockholders are voting online, I suggest they do so now. After voting has been completed on all matters on the agenda, all ballots will be counted and collected. The final matter being submitted to stockholders for action is to ratify our audit committee's appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the current fiscal year ending December 31st, 2026. The fiscal year that ends on December 31st, 2026 will be the ninth year that PricewaterhouseCoopers LLP has served as our independent registered public accounting firm. To ratify the appointment of PricewaterhouseCoopers LLP, I recognize Mr. Sandberg.
Mr. Chairman, I move for the ratification of the appointment of PricewaterhouseCoopers LLP to audit the financial statements of the company for the current fiscal year ending December 31st, 2026. Mr. Chairman?
You have heard the motion. Is there a second?
Second.
Second from Mr. Waldie. Thank you. Are there any questions or comments? If any stockholders are voting online, I suggest they do so now. After voting has been completed on all matters on the agenda, all ballots will be collected and counted. The polls are now closed. The Inspector of Election has provided preliminary results of the voting. Final results, which will include any votes cast online during today's meeting, will be reported by the company in a Form 8-K filed with the Securities and Exchange Commission within four days following the conclusion of this meeting. Before I ask for questions, I would like to ask the secretary to report preliminary results of the voting. Mr. Waldie?
Thank you, Mr. Chairman. The holders of a plurality of the votes cast have voted in favor of the election of each of Aaron Simons, Joseph J. Grano Jr., and Joanne M. Minieri as Class II directors. The holders of a majority of the voting power of the shares represented at today's meeting, in person or by proxy, have voted to approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement for this meeting, and have voted to ratify the selection of PricewaterhouseCoopers LLP as the company's independent auditors for the fiscal year ending December 31, 2026.
Thank you, Mr. Secretary. I hereby declare, based on preliminary results, that one, all of the nominations for Class II director have been duly elected. Two, the executive compensation of our named executive officers has been approved on an advisory basis. Three, the appointment of PricewaterhouseCoopers LLP as the company's independent registered accounting firm to audit the financial statements of the company and its subsidiaries for fiscal year ending December 31, 2026, has been duly ratified. There being no other business, our meeting is concluded. I would again like to express my sincere appreciation to the stockholders who attended this meeting, as well as those who submitted their proxies but were not able to be present online today. The official business is concluded. We will now have a brief introduction by the company's management, after which we will have a brief question and answer period.
First, the preliminary statement from Mr. Sandberg.
The following remarks and any subsequent Q&A may include forward-looking statements which represent Virtu's current belief regarding future events and are therefore subject to risks, assumptions, and uncertainties which may be outside the company's control. Please note that our actual results and financial condition may differ materially from what is indicated in those forward-looking statements. It is important to note that any forward-looking statements and any subsequent Q&A made on this call are based on information presently available to the company, and we do not undertake to update or revise any forward-looking statements as new information becomes available. We refer you to disclaimers in our press releases and encourage you to review the description of risk factors contained in our annual report and Form 10-K and other public filings.
During today's call, in addition to the GAAP results, we may refer to certain non-GAAP measures, including Adjusted Net Trading Income, Adjusted Net Income, Adjusted EBITDA, and Adjusted EBITDA Margin. These non-GAAP measures should be considered as supplemental to, and not superior to, financial measures prepared in accordance with GAAP. We direct listeners to consult the investor portion of our website, where you'll find supplemental information referred to on this call, as well as a reconciliation of non-GAAP measures to the equivalent GAAP terms in the earnings materials, with an explanation of why we deem this information to be meaningful, as well as how management uses these measures. With that, I'd like to turn the call over to the company's CEO, Mr. Aaron Simons.
Thank you, Mr. Sandberg. Thank you, Mr. Chairman, and thank you to our stockholders for attending today's meeting. We sincerely appreciate the support of our stockholders and take seriously our role as stewards of capital. We continue to focus on the long-term growth of our business and remain excited by the prospects for Virtu in the future. I'd like to now turn the call back over to our Chairman and to Mr. Sandberg for Q&A.
Thank you, Mr. Simons. We have now come to that part of the agenda providing for general questions and discussion. Anyone wishing to address the meeting should enter their questions online. When submitting your question or comment, please include your name and city of residence. Also, please indicate whether or not you are a stockholder or a proxy for a stockholder. Questions and comments will now be read by Mr. Sandberg.
Thank you, Mr. Chairman. Our first question is from Howard Tenenbaum. The question is, "Congrats to our new CEO, Aaron Simons, and best wishes to Mr. Cifu. Number one, what changes, policies will be made by our new CEO that may differ from previous CEOs? Number two, what are our new CEO's goals, objectives, and strategies for Virtu for the next one to five years, and what parameters, barometers, and measuring sticks will he be monitoring as per evaluation as such? Number three, in response to geopolitical events in the Middle East, has there been any effect on our international operations? Number four, with respect to artificial intelligence, what plans will you utilize upon such?" Mr. Simons?
All right. Thank you for the question. I'll go one by one. Number one, the main change is that I think we pivoted from a previous strategy of just increasing efficiency to one where we are purposefully trying to expand and grow the company. We are increasing our rate of hiring. We have shifted from a posture of returning capital to shareholders to instead retaining capital to enhance our amount of available trading capital. We are investing in researching and developing new trades and entering new geographies and asset classes for trading. Along those lines, for the second question, how will we decide what the outcomes of that are? Always, we're guided by our P&L. In previous times, we've mostly looked at daily P&L, now maybe we'll look at slightly longer periods.
That's ultimately, at the end of the day, what we look for to decide if we have success. We also monitor things like the return on capital that we're achieving, which should directly relate to P&L at the end of the day. Obviously, in the light of all that, we're still going to be disciplined with our expenses, and really just investing in things that we feel are going to have a direct return to trading. Number three, no, there have been no operational impacts to our business. Obviously, the events have led to market volatility, which is generally good for our business, but in terms of our ability to operate, there's been no effect.
Number four. Okay, for artificial intelligence, something that we've mentioned on a number of earnings calls is that all of the trading models that we use in the markets are, to some extent, you could classify them as artificial intelligence. All of these are statistical models, and over time, various classes of models have become popular or have been enabled by hardware advances, and this time is no different. We are definitely, as part of the investment that I referenced in answer to the first question, investing not only in people, but also in infrastructure, compute, power, data center space, et cetera. We are trying to apply some of the more modern machine learning models to our trading. We are kind of doing it in an incremental way, where we are buying some infrastructure, trying it out, seeing the results.
There's not going to be a giant initial capital outlay. Mr. Sandberg?
Thank you, Aaron. We have no further questions.