Welcome to Yext 2026 Annual Meeting of Stockholders. I would now like to introduce Michael Walrath, Chief Executive Officer and Chair of the Board of Directors of Yext, Inc.
Good morning, ladies and gentlemen. Thank you for joining Yext 2026 Annual Meeting of Stockholders. I will conduct the order of business for this meeting. We have asked Ho Shin, our General Counsel and Corporate Secretary, to record the minutes of this meeting. With us today are certain members of our board of directors and company management, as well as Rory Serrano, representing Ernst & Young LLP, and Tracy Oates, our Inspector of Elections. I will now turn the meeting over to Ho Shin, who will conduct certain formalities.
This annual meeting is being held in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement, dated April 27, 2026, which include the election of directors, the ratification of the appointment of Ernst & Young LLP as the company's independent public accountant for the fiscal year ending January 31, 2027, the advisory vote to approve the compensation of the company's named executive officers, and the approval of our amended, restated, and extended 2016 Equity Incentive Plan. Balloting will be completed, an announcement will be made regarding the preliminary results. The formal meeting will be adjourned. After we complete the formal meeting, there will be an opportunity for the stockholders to ask questions of the company's officers.
During the formal meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. Before we go any further, I would like to note that during the course of the stockholder meeting and the question and answer period afterwards, representatives of the company may make forward-looking statements regarding future events or the future financial performance of the company, which involve risks and uncertainties. Such statements are only predictions, and actual events or results could differ materially from those predictions due to a number of risks and uncertainties.
I refer you to the documents the company files from time to time with the Securities and Exchange Commission, specifically the company's annual report on Form 10-K for the year ended January 31, 2026, the company's quarterly report on Form 10-Q for the quarter ended April 30, 2026, and the company's current reports on Form 8-K. These documents contain cautionary language and identify risks that could cause actual results to differ materially from those contained in our projections or forward-looking statements. I have proof by affidavit that notice of this meeting has been duly given and the notice of Internet availability of proxy materials was mailed on or about April 27, 2026, to all stockholders of record at the close of business on April 13, 2026, the record date for the meeting.
The affidavit, together with copies of the notice, proxy statement, and proxy, will be filed with the minutes of the meeting. We have appointed Tracy Oates, a representative of Broadridge Financial Solutions, Inc, to act as Inspector of Election for this meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has advised me that we have present in person or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with business. We will vote by proxy and by our online voting polls. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date. Let me briefly describe the voting procedures.
If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, please submit your ballot electronically when the voting polls are opened. The votes cast today will be counted in the final tally, along with the proxies previously received. I would now like to turn the meeting over to Michael Walrath, who will present the proposals as they appear in the proxy statement.
The first item of business is the election of the Class III directors. This item is discussed on page 49 in the proxy statement. The company's board of directors presently has seven members and is divided into three classes, each with a three-year term. Two Class III directors will be elected at today's meeting. Each nominee must be elected by the affirmative vote of a majority of the votes cast with respect to that nominee, meaning that the number of votes cast for a nominee must exceed the number of votes cast against that nominee of the shares present in person or represented by proxy at this meeting and entitled to vote on the election of directors. Directors elected at today's meeting will hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.
As indicated in the company's proxy statement, the following two individuals have been nominated by the board of directors to serve as Class III directors: Daniel Englander and Andrew Sheehan. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The next item of business is to ratify the appointment of Ernst & Young LLP as independent auditors for the company for the fiscal year ending January 31st, 2027. This item is discussed on pages 50 through 51 in the proxy statement. The audit committee of the board, which is comprised entirely of non-employee directors, recommended to the board of directors that Ernst & Young be appointed as independent auditors.
As our independent auditors, Ernst & Young would audit our consolidated financial statements for the fiscal year ending January 31st, 2027, and perform audit-related services and consultation in connection with the various accounting and financial reporting matters. The board approved the selection of Ernst & Young LLP as independent auditors for the fiscal year ending January 31st, 2027, and is asking the stockholders for ratification of the selection. Stockholder ratification is not required by the company's bylaws. The board is submitting this to stockholders for ratification as a matter of good corporate practice. If the stockholders do not approve the selection of Ernst & Young LLP as independent auditors, the board and the audit committee will reconsider the appointment. The board of directors recommends that stockholders vote in favor of this proposal.
The next item of business is to hold an advisory vote to approve the compensation of the company's named executive officers. This item is discussed on page 52 in the proxy statement. The board of directors recommends that stockholders vote in favor of this proposal. The next item of business is to approve an amendment, restatement, and extension of our 2016 Equity Incentive Plan. This item is discussed on pages 51 through 62 in the proxy statement. The board of directors recommends that stockholders vote for the approval of the amended, restated, and extended 2016 Equity Incentive Plan. Does anyone have any questions regarding voting procedures or the four proposals up for vote?
There are no questions, I would like to turn the meeting back to Ho Shin for polling.
It is now 8:38 A.M. Eastern Time on June 10, 2026, and the voting polls are open. You may cast your vote online until the polls close in one minute at 8:39 A.M. Eastern Time. If you are voting today, you must submit your votes at this time in order for them to be counted by the Inspector of Election. The Inspector of Election will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. It is now 8:39 A.M. on June 10, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted.
The proxies and ballots previously submitted have been tabulated by the Inspector of Election. Any votes cast today, including those submitted electronically during the meeting, will be counted in the final tally. At this time, based on a preliminary report on the voting results provided by the Inspector of Election, the results are as follows. With regard to Proposal 1, the two nominees each received the affirmative vote of a majority of the votes cast with respect to such nominee, and they were the two individuals nominated by the company's board of directors. Each of these individuals has therefore been elected as a director of the company to hold office until the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified.
With regard to Proposal 2, the appointment of Ernst & Young LLP to act as the company's independent auditor for the fiscal year ending January 31st, 2027, has been ratified by a majority of the shares present in person or by proxy and entitled to vote. With regard to Proposal 3, the compensation of the company's named executive officers as described in the company's proxy statement has been approved on an advisory and non-binding basis by a majority of the shares present in person or by proxy and entitled to vote. With regard to Proposal 4, the approval of our amended, restated, and extended 2016 Equity Incentive Plan has been approved by the majority of the shares present in person or by proxy and entitled to vote. These are the preliminary results of voting. The final count may vary following final examination of the proxies and ballots.
The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be included in our report filed with the SEC. This annual meeting of stockholders is now adjourned. Thank you for your attendance. We will now proceed with the question and answer period.
As there are no questions, I would like to turn the meeting back to Michael Walrath for closing remarks.
I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of Yext. We very much appreciate your attendance, and as always, thank you for your support.
This concludes Yext's 2026 annual meeting of stockholders. Enjoy the rest of your day.