Good afternoon. Welcome to the Zeo Energy Corporation Annual Meeting of Stockholders. I would now like to turn the conference over to Timothy Bridgewater. Please go ahead.
Good afternoon. On behalf of our board of directors and our officers and employees, I would like to welcome everyone to the 2026 Annual Meeting of Stockholders of Zeo Energy Corp, which is being held here via live webcast. I'm Timothy Bridgewater, Chief Executive Officer and Chairman of the Board of Directors of Zeo Energy. I will act as chair of this annual meeting. Here with me today is Stirling Adams, our General Counsel and Secretary, who will act as the presenter and the secretary of the annual meeting, and Heather Obi, a representative of Broadridge, who has been appointed as the inspector of election of this annual meeting. Mr. Adams will now take over to cover a few administrative items and lead us through the rest of today's meeting.
Hello, welcome to our 2026 Annual Meeting of Stockholders. Present today in listen-only mode are members of our executive management team, members of our board of directors, and our outside legal counsel. All stockholders of record on June 30, 2026, the record date for this meeting, are eligible to vote either by proxy or virtually at this annual meeting. If you have already submitted a proxy to the company and do not wish to change your vote, you do not need to vote again. However, if you are a record holder as of the record date and have not submitted a proxy, or if you desire to change your vote, you may do so now online by clicking on the Vote Here button in the middle of your virtual shareholder meeting screen. We will now move forward to conduct the business of today's meeting.
First, we will conduct the business of the annual meeting and consider the proposals set forth in our proxy materials. We will not be taking questions during the formal business part of the annual meeting. Following the closure of the formal portion of the annual meeting, we will have a question and answer period. We reserve the right to answer such questions or not, as we deem appropriate. If you wish to submit a question for the Q&A session, please submit your question in writing using the Q&A option on your screen. As we begin, please note the various remarks that Zeo Energy personnel may make at this annual meeting about management's future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, and related provisions of the U.S. federal securities laws.
These statements include, without limitation, statements regarding our business plans and strategies, our compliance with applicable regulatory requirements, and future trends related to our business and the markets in which we operate. You are cautioned that actual results may differ materially and adversely from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent annual report on Form 10-K, which is on file with the SEC, and other filings on Form 10-Q and Form 8-K that we make with the SEC, as well as our press releases. These forward-looking statements represent our management's expectations only as of today. While Zeo Energy may elect to update these forward-looking statements, it specifically disclaims any obligation to do so except as may be required by law.
Any forward-looking statements should not be relied upon as representing our management's estimates or views as of any date subsequent to today. I remind everyone that this meeting is not a public forum for the purposes of the SEC's Regulation FD. While we would be happy to provide you a general background or other publicly available information about the company, we will not be able to provide you with material non-public information at this meeting. No audio or video recording of this meeting is permitted. A full explanation of the rules of conduct for this meeting can be found in the virtual meeting portal located in the meeting materials section. As was mentioned before by Mr. Bridgewater, Heather Obi has been duly appointed as Inspector of Elections for today's meeting.
Prior to this meeting, Ms. Obi provided her executed inspector oath, whereby she has been sworn to faithfully perform the duties of Inspector of Election with impartiality according to the best of her ability. I have in my possession a list of stockholders as of the close of business on June 30, 2026, the record date for this meeting. I am also in possession of an affidavit of Broadridge attesting that the notice of annual meeting and proxy materials, our 2026 annual report, notice of annual meeting of stockholders and proxy statement, including a proxy card, were mailed on or about July 6, 2026 to each stockholder of record at the close of business on the record date.
On the record date, there were 35,399,972 shares of Class A common stock and 22,888,000 shares of Class V common stock issued, outstanding, and entitled to vote at this annual meeting. Each share of Class A common stock and Class V common stock is entitled to one vote. For a quorum to be present, a majority of the issued and outstanding shares entitled to vote, or 29,198,266 shares, must be present at the annual meeting in person or represented by proxy. I will now ask our inspector to report on the existence of a quorum. Ms. Obi.
There are represented at this annual meeting, either in person or by proxy, a total of 32,739,596 shares of Class A and Class V common stock of the company out of the total aggregate of 58,279,972 shares of Class A and Class V common stock issued, outstanding, and entitled to vote at this annual meeting. This constitutes approximately 56% of the company's outstanding shares of Class A and Class V common stock entitled to vote at this annual meeting. Therefore, I declare there is a quorum present at this annual meeting for the transaction of business. Back to you, Mr. Adams.
Thank you. We will now proceed with the matters to be voted upon at the meeting. The polls are now open and will remain open until all the proposals have been read. If you have not already voted or if you wish to change your vote, please do so now. The first item of business is the election of directors for the coming year. Each of Timothy Bridgewater, Dr. Abigail M. Allen, James P. Benson, Neil Bush, and Mark M. Jacobs are all incumbent directors whose term of office expires as of this meeting and have been nominated by the board for re-election at the annual meeting. If elected at the annual meeting, each of the nominees will serve until the 2027 annual meeting of stockholders or their earlier death, resignation, disqualification, or removal.
The second item of business is to approve, in compliance with NASDAQ Listing Rule 5635, the potential future issuance of shares of our Class A common stock to White Lion Capital, LLC, White Lion, upon future conversion of promissory notes in the aggregate potential amount of up to $7,500,000, which have or may be issued to White Lion pursuant to a note purchase agreement dated June 9, 2026. We are seeking stockholder approval in order to comply with NASDAQ Listing Rule 5635 in the event that the issuance of shares of our Class A common stock to White Lion under such notes is required to be aggregated and deemed to require stockholder approval for full issuance of such shares.
As well as to fulfill any obligations we may have to White Lion under the terms of the note purchase agreement and such promissory notes. A full description of this arrangement can be found in the proxy statement for this meeting, and as of today, one note with a face value of $1,670,000 has been issued. The third item of business is to ratify the appointment by the audit committee of the board of the company of the firm Tanner, LLC as Zeo Energy's independent registered public accounting firm for a fiscal year ending December 31, 2026. The final item of business to come before this annual meeting is an adjournment proposal.
The annual meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes at the time of the annual meeting to approve the other proposals. All matters to be voted on at this annual meeting have now been presented. We will pause for a moment to ensure that those wishing to vote now may finish doing so. At this time, everyone should have completed voting. This concludes the presentation of the business items on the agenda for this annual meeting. The polls are now closed. We will now pause for a moment to allow the Inspector of Election to make any adjustments to the voting that occurred at this annual meeting. I now ask Ms. Obi to present her report as Inspector of Election on the preliminary results of the voting.
For the election of directors, each director nominee has received a plurality of votes cast at this annual meeting. Therefore, each director nominee is elected as a director for a one-year term concluding at the next annual meeting of stockholders or until their successors shall be elected and qualified. For NASDAQ Rule 5635 approval proposal, a majority of votes cast at this annual meeting have voted in favor of this proposal. Therefore, this proposal has been approved. For the ratification of auditors, a majority of votes cast at this annual meeting have voted in favor of this proposal. Therefore, this proposal has been approved. For the adjournment proposal, a majority of votes cast on this proposal have voted in favor of this proposal. Therefore, this proposal has been approved.
Since the prior three proposals have all been approved, there is no need to adjourn the meeting to a later date.
Thank you, Ms. Obi. The final results of voting will be set forth in the report of the Inspector of Election and will be included in the minutes of the annual meeting. The final detailed voting results will also be contained in a Form 8-K that will be filed with the SEC within four business days following this annual meeting. As there is no further business to come before this annual meeting, I declare the formal part of this annual meeting adjourned. Thank you to our shareholders for your support. We will now have a brief Q&A session. Please note that we refuse to answer any question that is not in compliance with the rules of conduct. We have not received any questions through our online portal. Tim, we're ready to close the meeting.
Heather and Stirling, thank you for conducting the business of the annual meeting. We appreciate everyone who is an investor in Zeo Energy and look forward to your continued support. Thank you for your attendance today.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.