Good morning, ladies and gentlemen. I'm Rick Dauch, Workhorse's Chief Executive Officer and the Director of the Company. I'm pleased to welcome you to the 2025 Annual Meeting of Stockholders for the purpose of voting on seven proposals described in our proxy materials. I'll be serving as Chairman for this meeting. [Ken Franke] has been appointed as Inspector of Election for this meeting. Ken has taken the customary oath of office, which will be filed with the minutes of the meeting. Also attending the meeting are Liz Marks and [Leanne Brant], representatives of our independent auditor, Berkowitz Pollack Brant Advisors , who will be available for questions. The meeting is called to order. I would like to introduce Jim Harrington, our General Counsel, Chief Compliance Officer, and Secretary. Jim will act as Secretary of this meeting. I'll now turn the call over to Jim.
Thanks, Rick. September 18, 2025, was the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that on or about October 8, 2025, a proxy statement and Workhorse's 2024 Annual Report were delivered to all stockholders as of the record date. Under the Company's bylaws, the majority of the shares entitled to vote, present or represented by proxy, constitutes a quorum. A quorum is necessary to conduct business at the Annual Meeting. On the record date, there were 19,059,954 shares of Workhorse Common Stock outstanding and entitled to vote at this meeting. A tally by the Inspector of Election indicates that approximately 51.54% of those shares are represented at this meeting, and therefore a quorum is present for purposes of transacting business. Now I will present the matters to be voted on.
The Company's Board of Directors determined to withdraw Proposal Number 4 and Proposal Number 5 from consideration. Accordingly, the polls to vote on the remaining seven proposals being considered at the meeting are now open. Any stockholder who hasn't voted yet or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. The polls will close at the conclusion of the discussion of the proposals.
Proposal Number 1, the Stock Issuance Proposal, is a proposal to approve, for purposes of complying with Nasdaq Listing Rules, the issuance of shares of Workhorse Common Stock, including: one, shares issuable pursuant to rights to receive shares of Workhorse Common Stock to be issued to the 2024 noteholder pursuant to the repayment agreement. Two, shares issuable to security holders of Motiv pursuant to the terms of the merger agreement. Three, shares issuable pursuant to the convertible note. Proposal Number 2, the Reverse Stock Split Proposal, is a proposal to approve pursuant to Nevada Revised Statute 78.2055, a reverse stock split of the outstanding shares of Workhorse Common Stock by a ratio of any whole number between one for eight and one for twelve at any time prior to June 30, 2026, to be determined at the discretion of the Board of Directors of Workhorse.
Proposal Number 3, the Incentive Plan Proposal, is a proposal to approve the amended and restated Workhorse Group Inc 2023 Long-Term Incentive Plan to, among other things, increase the number of shares of Common Stock available for the grant of equity awards following the closing by an additional 1,500,000 shares. Proposal Number 6, the Director Election Proposal, is a proposal to approve the election of eight directors to serve on the Board of Directors of Workhorse until the 2026 Annual Meeting of Stockholders of Workhorse or until such directors' successors have been duly elected and qualified or until such directors' earlier death, resignation, retirement, or removal. Proposal Number 7, the Say- on- Pay Proposal, is a proposal to approve on an advisory basis the compensation of Workhorse's named executive officers.
Proposal Number 8, the Auditor Ratification Proposal, is a proposal to ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as Workhorse's independent auditors for the fiscal year ending December 31, 2025. Proposal Number 9, the Adjournment Proposal, is a proposal to allow the adjournment of the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with the approval of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal, or the Charter Amendment Proposal, or in the event that Workhorse determines that one or more of the closing conditions on the merger agreement is not satisfied or waived.
Now that everyone has had the opportunity to vote, I now declare that the polls are closed. Jim?
Thanks, Rick. Based on a report received from the Inspector of Election, the preliminary results indicate that each proposal presented at this meeting has been approved by stockholders. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. We will report the final voting results by filing a Form 8-K with the SEC in the coming days. Rick?
You have now heard the preliminary voting results, and this completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, a motion to adjourn the meeting is now in order.
My name is Bob Ginnan, and I am a stockholder. I hereby move that this meeting be adjourned.
Does anyone second the motion?
My name is Stan March, and I'm a stockholder. I second the motion.
All in favor say aye.
Aye.
Aye.
Aye. Those opposed say no. The motion is carried. I hereby declare this meeting adjourned. I'd now like to take the opportunity to answer some questions that we have received from stockholders. Your questions have been coming in since we started the meeting, and we have time to respond to a couple since they are clustering around a few major topics. Let me highlight those and provide you answers. The first grouping of questions is around how long and what steps are necessary to complete the proposed Motiv transaction now that shareholders have approved it. We have always maintained that once approved by shareholders, the transaction was expected to close during the fourth quarter of 2025, and this remains the case.
At a very high level, once approved, the transaction requires the completion of customary closing conditions as well as a few other gating factors, the most significant being meeting Nasdaq new listing criteria. That last item has regulatory process timelines, so we will get started on satisfying that as soon as possible. I would like to add that both companies' teams have been very active in integration planning since we first announced the proposed transaction so that we can hit the ground running once the transaction does close. Secondly, there are a number of questions about the product portfolio plans for the merged company. While those specific plans will be executed by Scott Griffith and the team, I do have a few observations based on my four years as the CEO in the medium-duty electric vehicle business. To start, commercial EVs make good business sense.
The typical daily cycle and average daily route, the way they return to station every night, reduce fuel and maintenance costs, the proverbial total cost of ownership is just lower than ICE vehicles. Full stop. U.S.-based assembly capabilities are essential to long-term success and scale, and we have the capability to do that in the classes 4, 5, 6, and segment. U.S. engineering expertise is very capable of designing robust trucks. There's no need to go offshore for these types of vehicles. Finally, there will need to be at least two competitive U.S.-based OEMs needed to meet the upcoming demand for new commercial EV markets in the future for classes 4, 5, 6, and we fully expect Workhorse to be a leader in this transition. Hearing no more questions, I would like to take this opportunity to thank you for your attendance, your support, and your interest in Workhorse. Goodbye.
This now concludes the meeting. Thank you for joining, and have a pleasant day.