Morning. I'm Dakota Semler, Chief Executive Officer and Chairman of the Board of Xos, Inc. I'm very happy to welcome you to the Xos 2026 annual stockholders meeting. The meeting will now officially come to order. As you know, we're hosting today's meeting through a virtual online platform hosted by Broadridge. Before we proceed with the formal business of the meeting, I'd like to introduce to you the members of the board and the business team who are with us today. The other members of the board joining us remotely today are Alice Yake, John Smith. The other officers of the company with us today are Liana Pogosyan, our Chief Financial Officer, and David Zlotchew, our General Counsel and Secretary.
I'd also like to introduce Ajay Thomas, Partner at Grant Thornton LLP, the company's independent auditors, who is in attendance virtually and available to respond to appropriate questions as needed. This meeting is being held pursuant to the written notice, which was mailed around May 4th, 2026, together with our proxy statement related to the company's annual meeting to each stockholder of record of Xos, Inc, as of the close of business on April 24th, 2026. You should now all have a copy of the rules of conduct for this meeting available through the online meeting portal. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions through the text box located on the virtual meeting screen.
We will try to answer questions submitted that are germane to the proposals and/or this meeting as we have time. Our General Counsel, David Zlotchew, will screen incoming questions, and during the Q&A portion of the meeting, will read germane questions out loud before I or another appropriate person responds. Please submit any questions as soon as possible to make sure they are received in a timely fashion for our review and response. If you have any questions that do not relate to the matters that will be voted upon by the stockholders today, we will pass them along to our investor relations team after the annual meeting has been adjourned. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?
This is David Zlotchew. I have at this meeting a complete list of the holders of record of the company's common stock on April 24, 2026, the record date for this meeting. A list of stockholders of record is available for inspection by any stockholders of record during this meeting for any reason germane to this meeting. Please click on Registered Shareholder List in your online portal to view the list. Further, I present copies of the notice of annual meeting and the proxy statement, together with an affidavit as to the delivery of such materials to the stockholders, all of which will be filed with the minutes of this meeting.
I have appointed David Zlotchew, General Counsel and Secretary of Xos, to act as Inspector of Election at this meeting. Mr. Zlotchew has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes, and when balloting on all measures is completed, to tally the final votes. I now request that Mr. Zlotchew please report with respect to the existence of a quorum.
I have certified as the Inspector of Election that proxies have been received for 6,338,211 of the 12,056,211 shares of common stock outstanding on the record date, which represents approximately 53% of the total number of shares of common stock outstanding on the record date. This constitutes a quorum of the common stock of Xos, Inc present at this meeting, and this meeting, having been duly called and convened, is qualified to proceed with the business at hand.
We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. The time is now 11:05AM Pacific Daylight Time on Tuesday, June 23rd, 2026, and I hereby declare that the polls are open for voting on all matters to be presented. Since stockholder access to the meeting was initiated, ballots have been and currently remain available virtually to all stockholders present who would like them. Any stockholder who has not delivered a proxy or who wishes to revoke their proxy may do so by clicking the voting button displayed on their screen and following the instructions.
Stockholders who do not want to revoke their proxy need not take any further action. The polls will be closed to voting after we go through the matters to be voted on. There are six proposals requiring a vote of our stockholders. The first item of business is the election of three Class II directors to the company's Board of Directors, each to serve until the 2029 annual meeting of stockholders, or until the director's successor is duly elected and qualified, or if sooner, until the director's death, resignation, or removal. The individuals who receive the greatest number of votes cast for the election by the shares present at this meeting in person or by proxy shall be elected directors. The nominees recommended by the company's Board of Directors are George Mattson, Giordano Sordoni, and Alice Yake, each of whom is currently a director of the company.
No other nominees for directors were received in accordance with the company's advanced notice bylaws. The second item of business to be acted upon by the stockholders at this meeting is the ratification of the appointment by the audit committee of the company's board of directors of Grant Thornton LLP to serve as the company's independent auditors for the 2026 fiscal year. The third item of business for this meeting is the approval of the 2026 amendment to the company's Amended and Restated 2021 Equity Incentive Plan, as amended, which will increase the aggregate number of shares of the company's common stock reserved for issuance under the 2021 Equity Incentive Plan by 3,740,000 shares. The fourth item of business for this meeting is the approval on a non-binding advisory basis of the 2025 compensation of the company's named executive officers.
The fifth item of business for this meeting is the recommendation on a non-binding advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. The sixth item of business for this meeting is the approval of the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the NASDAQ minimum price to the holder or holders of certain convertible promissory notes and to approve any change of control that may be deemed to occur in connection with such issuance. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals.
Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed annual report on Form 10-K. Mr. Zlotchew, are there any questions?
No, there are no questions, Dakota.
Since there are no questions, I declare the discussion on the proposals closed. We will now pause for a moment so any stockholders who wish to vote their shares at this meeting may do so pursuant to the instructions on their screen. As there appears to be no more voting activity, we will now close the polls. The time is now 11:09AM Pacific Daylight Time on Tuesday, June 23rd, 2026, and the polls to vote in the matters before this meeting are hereby closed. The next item on the agenda is the preliminary report of the Inspector of Election. Any votes collected before the polls close but not reflected in the preliminary report will be reflected in the final report of the Inspector of Election.
We expect to report our preliminary voting results, or, if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. Mr. Zlotchew, please present your preliminary report.
The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. First, the individuals receiving the greatest number of votes and thereby elected to serve as Class II directors of the company are George Mattson, Giordano Sordoni, and Alice Yake. Second, our stockholders have ratified the appointment of Grant Thornton LLP as the company's independent auditors for the 2026 fiscal year. Third, our stockholders have approved the 2026 amendment to our Amended and Restated 2021 Equity Incentive Plan, as amended, which will increase the aggregate number of shares of the company's common stock reserved for issuance under the 2021 Equity Incentive Plan by 3,740,000 shares. Fourth, our stockholders have approved on a non-binding advisory basis the 2025 compensation of the company's named executive officers.
Fifth, our stockholders have recommended on a non-binding advisory basis that future advisory votes on the compensation of the company's named executive officers be held once every three years. Sixth, our stockholders have approved the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the NASDAQ minimum price to the holder or holders of certain convertible promissory notes, as well as any change of control that may be deemed to occur in connection with such issuance.
Thank you, Mr. Zlotchew. This concludes the formal portion of today's meeting. There being no further business to come before the meeting, I hereby declare this meeting adjourned.