Welcome to the special meeting for the shareholders of Essential Utilities, Inc. Our host for today's meeting is Christopher H. Franklin, Chairman, President, and Chief Executive Officer of Essential Utilities. At this time, all participants will be in a listen-only mode. I will now turn the call over to Mr. Franklin.
Thank you very much, and good morning, everyone. We'll now call our special meeting to order. On behalf of Essential Utilities, I want to welcome you to today's special meeting. With me are my fellow members of the Essential Utilities Board of Directors, Elizabeth B. Amato, Christopher Brunner, David A. Ciesinski, Daniel J. Hilferty, Brian Lewis, and Tamara L. Linde. Also with me today are Kimberly J. Joyce, our Vice President and Corporate Secretary, Brian Dingerdissen, our Vice President of Investor Relations and Treasurer, and Christopher J. Luning, who's our Executive Vice President and General Counsel. All right, let's turn to the formal business before this meeting. We'll follow the order of business on the agenda that was posted to the virtual meeting website. We'll conduct this meeting in accordance with certain procedures to assure fairness to all shareholders and an orderly and constructive meeting.
These procedures are set forth in the rules of conduct, which are posted to the virtual meeting website. Only matters brought before the special meeting, as set forth in the company's notice of special meeting shareholders, will be discussed at this special meeting. As a reminder, no one attending the meeting via webcast is permitted to use any recording device. Our Corporate Secretary, Kimberly Joyce, will now report with regard to the calling of this meeting and the notice provided with respect thereto. Kim?
Thank you, Chris. The notice of special meeting and proxy statement describing the matters to be voted on at today's special meeting were first mailed or made available on December 31st, 2025, to holders of record of Essential common stock as of the close of business on December 29th, 2025, the record date for the special meeting. I have an affidavit of distribution from Broadridge Financial Solutions with respect to this mailing. The company has appointed IVS Associates as Inspector of Elections for this meeting, and Peter Descovich is attending the meeting as IOE's representative. Mr. Descovich has signed the Inspector's oath. Accordingly, I confirm that this special meeting has been duly called and that notice of this special meeting has been properly given to our shareholders in accordance with the company's bylaws and Pennsylvania law.
A copy of the notice and the affidavit of mailing and the inspector's oath will be incorporated into the meeting, the minutes of this meeting. Only shareholders of record as of the close of business on December 29, 2025, the record date, or a person holding a duly executed proxy of such shareholder were entitled to notice of and may vote on matters presented at this special meeting. A complete list of shareholders entitled to notice and to vote has been made available at Essential's headquarters during the 10 days before the meeting for inspection by shareholders and is available upon request through the meeting website. The shareholder list shows that there were 283,082,809 shares of common stock issued and outstanding and entitled to vote as of the record date.
Under the company's bylaws and Pennsylvania law, the presence in person or represented by proxy of shareholders entitled to cast a majority of the votes, which all shareholders are entitled to cast at the special meeting, is necessary to establish a quorum. The Inspector of Elections' preliminary report indicates that based on proxies received, there are present in person or represented by proxy, 215,733,938 shares of common stock, which is a majority of the votes which all shareholders are entitled to cast at the Essential special meeting. Therefore, a quorum is present. Chris?
Thank you, Kim. Since a quorum is present and notice was duly given, the meeting is duly constituted and will now proceed with the matters described in the notice of special meeting and proxy statement to be acted upon at this meeting. Further information concerning each proposal is set forth in the proxy statement. I will now ask our corporate secretary to introduce the proposals to be voted upon at this meeting. Kim?
Thanks, Chris. The first matter is the proposal to approve the merger agreement and the transactions completed thereby, as described in greater, greater detail in the proxy statement. We refer to this proposal as the merger agreement proposal. The second matter is the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Essential in connection with the transactions contemplated by the merger agreement, as described in greater detail in the proxy statement. We refer to this proposal as the merger-related compensation proposal. The third matter is the proposal to approve the adjournment or postponement of this special meeting, if necessary or appropriate....
to solicit additional proxies in the event that there are not sufficient votes at the time of this special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to shareholders. We refer to this proposal as the adjournment proposal. The board of directors recommends a vote for each proposal.
The time is now 10:06 Eastern Time on February 10th, 2026, and the polls are open. Any validated shareholder of record on December twenty-ninth, 2025, the record date for the special meeting, who wishes to vote and has not done so, may submit his or her vote electronically through the virtual meeting website. After the polls are closed, Mr. Descovich, as inspector, will tabulate the votes and determine the results of the voting. If you have already submitted a proxy or voting instructions and will not be changing or revoking your vote, then you do not need to vote at the meeting today. The vote indicated on your previously submitted proxy or voting instructions will be counted.
If you have already submitted a proxy or voting instructions but wish to change or revoke the vote indicated, those who are eligible to do so may submit your vote electronically through the virtual meeting website. We'll now pause to allow shareholders to complete their voting. The polls will remain open until I have announced that they are closed. The time is now 10:08 Eastern Time. I hereby declare that the polls are now closed. No additional proxies or votes and no changes or revocations will be accepted. Since the polls have closed, our Corporate Secretary will present the preliminary report. Kim?
With respect to the merger agreement proposal, based on a preliminary count, the proposal has been adopted by the affirmative vote of approximately 203,644,509 shares, which represents approximately 94.8% of the votes cast by all shareholders entitled to vote on the merger agreement proposal at this special meeting. With respect to the merger-related compensation proposal, which is a non-binding advisory vote, based on a preliminary count, the proposal has been adopted by the affirmative vote of approximately 181,618,535 shares, which represents approximately 84.18% of the votes, which all shareholders present in person or by proxy are entitled to cast at this special meeting.
Thank you, Kim. Based on the balloting results, as reported by the Inspector of Elections, the Merger Agreement Proposal has been approved by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the Merger Agreement Proposal at this special meeting. I hereby declare the Merger Agreement Proposal has been approved. Based on the balloting results as reported by the Inspector of Elections, the Merger-Related Compensation Proposal, a non-binding advisory vote, has been approved by an affirmative vote of a majority of the votes cast by all shareholders entitled to vote at this special meeting. I hereby declare that the Merger-Related Compensation Proposal has been approved. Because the requisite number of shareholders have voted to approve the Merger Agreement Proposal, we will not present, and no further action is required regarding the Adjournment Proposal.
Final results of this special meeting will be reported on a Form 8-K, to be filed with the SEC within four business days of the certification thereof by the Inspector of Elections. Since there is no remaining business to come before this special meeting, the meeting is adjourned. On behalf of the Board of Directors, we thank you for your investment, your support of the merger, and your continued support of Essential Utilities.
This now concludes the meeting. Thank you for joining, and have a pleasant day.