Good morning, ladies and gentlemen. I welcome you to the special meeting of stockholders of Veris Residential Inc. The meeting is now called to order. I am Tammy K. Jones, Chair of the Board of Directors of Veris. I will preside as Chair of this meeting. I would like to introduce Taryn Fielder, Corporate Secretary of Veris, who will serve as Secretary of this special meeting. The Secretary has been provided with a list of our stockholders entitled to vote at this special meeting, who were holders of record of common stock as of the close of business on April 9th, 2026, the record date for determining the holders of common stock entitled to notice of, and to vote at, this special meeting.
The secretary has also been provided with an affidavit of mailing from Broadridge attesting that the notice of this special meeting of stockholders and related proxy statement was first mailed on April 10th, 2026, to our stockholders of record as of the record date. I direct that this affidavit be filed with the minutes of this meeting. A copy of our proxy statement is available on the special meeting website and the SEC's website.
Patricia Hudson of C.T. Hagberg LLC has been duly appointed as Inspector of Election for today's meeting. Ms. Hudson has duly executed the oath of Inspector of Election, which will be filed with the minutes of this meeting. We are conducting this meeting in accordance with our charter, bylaws, and the conduct of meeting guidelines for the special meeting of stockholders. The conduct of meeting guidelines and the agenda are available on the meeting website. Ms. Fielder will now report the number of shares of Veris represented by proxy at the meeting.
Ms. Jones, the Inspector of Election has confirmed that proxies have been received by 73,666,498 shares of Veris common stock, which represents a majority of the shares of Veris common stock entitled to vote at the special meeting. Therefore, there is a quorum for all action to be taken at the meeting. The meeting is duly constituted, and we may now proceed with the business of the meeting.
As a reminder, stockholders attending the virtual meeting can vote their shares online once the polls are opened through the closing of the polls by logging into the meeting website as a stockholder and clicking the Vote Here button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. The time is now 9:03 A.M. Eastern. Proposal to be considered and voted on by stockholders in order.
The first item on the agenda to be considered and voted on by stockholders is the proposal to approve the transactions contemplated by the agreement and plan of merger dated as of February 23rd, 2026, by and among Veris Residential, Inc., AC Residential Acquisition LP, AC Residential REIT LLC, AC Residential OP LP, and Veris Residential, L.P., as described in the proxy statement, which we refer to as the merger proposal. Information concerning this proposal, including a copy of the merger agreement, is set forth in the proxy statement. The merger agreement and the transactions contemplated thereby, including the merger, have been unanimously approved and recommended by the board of directors. The board of directors unanimously recommends a vote for the approval of the merger proposal.
The second item on the agenda to be considered and voted on by stockholders is the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Veris' named executive officers that is based on or otherwise relates to the transactions, including the mergers, as described in the proxy statement, which we refer to as the merger-related compensation proposal. Information concerning this proposal, including an estimate of the compensation that may become payable, is set forth in the proxy statement. The board of directors unanimously recommends a vote for the merger-related compensation proposal.
The third and final item on the agenda is the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to ensure that any necessary supplement or amendment to the proxy statement is provided to stockholders a reasonable amount of time in advance of the meeting, or to solicit additional proxies in favor of the merger proposal if there are insufficient votes at the time of such adjournment to approve such proposal as described in the proxy statement, which we refer to as the adjournment proposal. The board of directors unanimously recommends a vote for the adjournment proposal. The time is now 9:06 A.M. Eastern Time, and the polls are now closed. I ask that Mrs. Fielder now provide a report of the voting results as received from the Inspector of Election.
Ms. Chair, I have received the preliminary voting results from the Inspector of Election based on the proxies received as of the opening of the polls at today's meeting. Based on these preliminary voting results, the first proposal has been approved, and the second proposal has not been approved. There were a sufficient number of votes to approve the merger proposal, the third proposal regarding adjournment is not necessary. All votes are subject to final count certified by the Inspector of Election. We will report the final vote results on a Form 8-K filed with the SEC within four business days from today's meeting.
Thank you for attending today's meeting. There being no further business to come before the meeting, I will now entertain a motion to adjourn.
Ms. Chair, I move that the meeting be adjourned.
Ms. Secretary, I second the motion.
Ladies and gentlemen, on behalf of the board of directors, we stand adjourned. Thank you for joining us today.
This concludes today's meeting. You may now disconnect.