XBP Global Holdings, Inc. (XBP)
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AGM 2026

May 29, 2026

Summary

The meeting confirmed a quorum and proceeded with the election of directors, ratification of the auditor, and approval of executive compensation. All proposals passed, and stockholders recommended annual Say on Pay votes.

Andrej Jonovic
CEO, XBP Global Holdings, Inc.

Welcome to the 2026 Annual Meeting of Stockholders of XBP Global Holdings, Inc. I'm Andrej Jonovic, Chief Executive Officer of XBP Global Holdings, Inc., and a member of the board. I will preside at this meeting as the chairperson. At this time, I will call the meeting to order. Joining me today are the other members of the company's board of directors who are able to attend. We appreciate their participation in this annual meeting. Ross Dawson will act as secretary of the meeting and record the proceedings. James Raitt has been appointed by the company to act as Inspector of Election for the meeting and any adjournment or postponement, and has taken the oath as inspector, which will be filed with the minutes of this meeting.

The inspector has the stockholder list of the company as of the close of business on April 21st, 2026, the record date for determining stockholders eligible to vote at this annual meeting. The list shows the stockholders and the respective number of shares entitled to vote at this annual meeting. The list is available if any stockholder wishes to examine it. Dejan Avramovic, our Chief Financial Officer, and representatives of our independent registered public accounting firm, UHY LLP, are also present at this meeting. The meeting today will proceed as follows. We will begin with an overview of the notice procedures for the meeting and the quorum requirements. Next, we will present the matters to be voted on during the meeting. Following this, validated stockholders will have the opportunity to submit questions in writing.

We will then take a brief pause to allow any validated stockholders who have not yet voted to cast their votes. Finally, we will announce the voting results and formally adjourn the meeting. Once again, thank you for your participation today. The first order of business is to ensure that notice of this annual meeting has been duly given. Mr. Dawson, could you please report on the status of notice of this annual meeting?

Ross Dawson
General Counsel, XBP Global Holdings, Inc.

Thank you. An affidavit of mailing of Broadridge Financial Solutions, Inc. has been received, evidencing the mailing of the notice of this annual meeting, together with the related proxy materials. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this annual meeting. As noted in the notice and proxy statement, all stockholders of record at the close of business on April 21, 2026, are entitled to vote at this annual meeting.

Andrej Jonovic
CEO, XBP Global Holdings, Inc.

Thank you. The second order of business at this annual meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Dawson, could you please report on whether a quorum is present?

Ross Dawson
General Counsel, XBP Global Holdings, Inc.

The stockholder records for the company show that holders of 11,768,050 shares of common stock of the company are entitled to vote at this annual meeting. We are informed by our Inspector of Election that as of 7:30 A.M. Eastern Time this morning, there are represented by proxy, 10,111,278 votes present at this annual meeting, or approximately 86% of all of the votes entitled to be cast at this annual meeting. As this annual meeting requires a majority of the outstanding shares to be represented for a quorum to be present, a quorum is present.

Andrej Jonovic
CEO, XBP Global Holdings, Inc.

Thank you. As notice has been duly given and a quorum is present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is to describe the matters to be voted on at today's meeting. Only business on the agenda is properly before this annual meeting. No stockholder proposals were submitted for presentation today. Mr. Dawson, could you please present the proposals properly before this annual meeting for a vote?

Ross Dawson
General Counsel, XBP Global Holdings, Inc.

The first proposal is the election of seven directors to the board of directors of the company to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The company has an advance notice provision in its bylaws for nominations or proposals for inclusion at the annual meeting. Accordingly, as no notice was received, all nominations for directors are closed. The board of directors has nominated and has recommended a for vote for the election of the nominated candidates as directors of the company. The second proposal before the stockholders of the company is the ratification of the appointment of the company's independent registered public accounting firm, UHY LLP, for the current fiscal year. The audit committee of the company has appointed UHY LLP as the company's independent auditor for the 2026 fiscal year, subject to the ratification by the stockholders.

The board of directors recommends a vote for the ratification of the appointment of UHY LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The third proposal is an advisory vote on the compensation of our named executive officers, which is commonly referred to as the Say on Pay vote. The board of directors recommends a vote for the following resolution. Resolved, that the company's stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the summary compensation table and other related tables and disclosures. The fourth proposal is an advisory vote on how frequently we should seek a Say on Pay vote in the future.

The board of directors recommends a vote for a one-year with respect to the frequency of future advisory votes on the compensation of our named executive officers.

Andrej Jonovic
CEO, XBP Global Holdings, Inc.

Thank you. Validated stockholders may now ask questions in writing regarding the subject matter of this meeting by following the instructions on the web portal for this meeting. However, in the interest of time, we will not be able to comment on results or other matters that have not yet been made public.

Ross Dawson
General Counsel, XBP Global Holdings, Inc.

We will now vote on the proposals being presented at this annual meeting. If you have already voted by proxy or voted online before this meeting, you do not need to take any further action to have your votes cast. If you have not provided a proxy or voted online in advance of this meeting, please vote online now by visiting www.virtualshareholdermeeting.com/xbp2026. Please follow the prompts on the website and vote now. We will continue the meeting in one minute to provide an opportunity for everyone listening to cast their votes online if they have not done so already.

Andrej Jonovic
CEO, XBP Global Holdings, Inc.

I understand that the votes and proxies have been counted and the preliminary report of the inspector of election has been delivered to the company. Mr. Dawson, please announce the results of the voting on the proposals before the stockholders of the company at this annual meeting.

Ross Dawson
General Counsel, XBP Global Holdings, Inc.

We have been informed by the inspector of election that all of the ballots have been counted. The preliminary report of the inspector of election indicates that the nominees for election to the board of directors have been duly elected. The appointment of UHY LLP as the company's independent registered public accounting firm for the company's 2026 fiscal year has been ratified. The Say on Pay proposal has been approved, and stockholders have recommended one year with respect to the frequency of Say on Pay votes. The final results will be filed via a current report on Form 8-K.

Andrej Jonovic
CEO, XBP Global Holdings, Inc.

Thank you. I would request that the final report of the inspector of election be filed with the minutes. This concludes the voting at this annual meeting. Thank you for attending today's meeting. As there is no further official business before the meeting, I declare this meeting to be officially adjourned. We look forward to reporting to you on the progress of the company during future earnings calls and at the next annual meeting.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.