AirJoule Technologies Corporation ($AIRJ)

Earnings Call Transcript · May 28, 2026

NasdaqCM US Industrials Machinery Shareholder/Analyst Calls 9 min

Earnings Call Speaker Segments

Matthew Jore

Executives
#1

Welcome to the Annual Meeting of Stockholders of AirJoule Technologies Corporation. I'm Matt Jore, Founder and CEO of the company. With me today is Pat Eilers, the company's Executive Chairman, and I'm pleased to also have other members of our Board of Directors in attendance this morning, Tom Murphy and Denise Sterling. We also have other members of our management team in attendance at this meeting, including Stephen Pang, our Chief Financial Officer; Chad MacDonald, our Chief Legal Officer; Bryan Barton, our Chief Commercialization Officer; and Tom Divine, our VP of Investor Relations and Finance. Also joining us by phone today is Gina Fugazi, a representative of Deloitte & Touche LLP, AirJoule independent registered public accounting firm. I'd like to pause and specifically recognize and thank Matt Bakis for his service on our Board of Directors. As we disclosed in our proxy statement, Matt is retiring from the Board of Directors effective today, and we are forever grateful for his commitment to the company, essentially since its inception. As a prior U.S. Senator and ambassador to China, Matt brought a wealth of experience in public policy and international affairs, and he has brought invaluable mentorship and friendship to me personally. His contributions helped to shape the company into what it is today. On behalf of the full AirJoule team, I wish Matt and his lovely wife Mel, the very best. Before we commence the formal portion of the meeting, I'd like to touch on 2 housekeeping matters. First, if you are a stockholder of AirJoule Technologies and wish to submit a question, you may do so during the meeting by typing your question into the box on the right side of your screen under Submit a Question heading, but you must have logged in using your unique control number to submit a question. Submitted questions will be visible only by us and not by the other stockholders in attendance at the meeting. After we give you an overview of the items of business being considered at this meeting, we will seek to answer submitted questions that relate only to those items of business. If you have any questions related to AirJoule, but not specifically related to the items of business covered at this meeting, you can reach out Tom Divine at [email protected], and those questions will be answered in a timely manner. Second, if you are a stockholder of AirJoule Technologies that logged in using your unique control number, you can also vote your shares during the meeting by clicking on the Click Here to Vote your proxy online link -- the link on the right side of your screen. If you have already voted your shares, there's no need to vote again during today's meeting unless you'd like to change your vote. At this time, I'd like to commence the formal portion of the meeting. The agenda for the meeting and the rules of conduct are both available in the Meeting Documents section at the bottom of your screen. We intend to strictly follow the agenda and rules of conduct in carrying out the business of this meeting. In accordance with the company's bylaws, a copy of the notice of 2026 Annual Meeting of Stockholders, proxy statement and form of proxy has been presented to all stockholders. As the Executive Chairman of the Board of Directors to say, I have been provided me -- I've been provided with an affidavit from Continental Stock Transfer & Trust Company, AirJoule's transfer agent, establishing the notice of this meeting was duly provided in accordance with the bylaws. The record list of stockholders is available for inspection during this meeting as provided by the company's bylaws. These documents will be filed with the corporate records of the company. AirJoule Technologies has appointed Advantage Proxy to act as the Inspector of Election for this meeting, and Karen Smith, a representative of Advantage Proxy, is participating in today's meeting. Ms. Smith has signed her oath of office, which will be filled with the records of this meeting. I've been informed by the Inspector of Election that the holders of approximately 52 million shares of common stock of the company are present in person or by proxy. This represents approximately 76%, which constitutes a majority of the total issued and outstanding shares of common stock of the company entitled to vote at this meeting. Based on that report, I declare that a quorum is present and that this meeting is duly constituted and convened and is competent to proceed with the transaction of business. Item 1 is the initial order of business in this annual meeting is the election of 2 directors to our Board of Directors. These director nominees are Tom Murphy and Denise Sterling. The 2 nominees have each been nominated by the Board as a Class II director with a term of 3 years expiring at our annual meeting to be held in 2029 or until his or her respective successor is duly elected and qualified as described in the proxy statement. Our Board of Directors has unanimously recommended that you vote for the election of these director nominees. These are the nominees so designated in the proxy statement relating to this meeting, copies of which were made available to all stockholders. Item 2, the second and final order of business of this annual meeting is the ratification of our Board of Directors' appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board of Directors has unanimously recommended that you vote for the ratification of Deloitte as our independent registered public accounting firm. There are no other proposals to come before this meeting since management has not made any other proposal and no other proposals were submitted by stockholders in the manner prescribed in the company's bylaws, which require that certain information concerning stockholder proposals be provided to the company before the date of this meeting. The polls are open for voting on the matters that have been presented to this meeting. If you have already voted, you need not vote again at this meeting. If you have not voted or if you'd like to change your vote, you may do so by clicking on the click here to vote your proxy online link on the right side of your screen. If any stockholder has submitted questions through the web portal that relate to items of business being voted on at this meeting, we will attempt to answer them now. As a reminder, you must have logged in using your unique control number to submit a question. We will attempt to answer as many questions as time allows, but only questions that relate to the items of business at this meeting. If you have any questions related to AirJoule, but not specifically related to the items of business covered here, we encourage you to reach out to Tom Divine. [Voting]

Matthew Jore

Executives
#2

Not seeing any questions.

Unknown Executive

Executives
#3

Yes, there's no questions. Continue, Mr. Jore.

Matthew Jore

Executives
#4

Now that everyone has had the opportunity to vote, I hereby declare the polls closed at 12:13 Eastern Time. I've received a preliminary vote report from the inspector of election. On the basis of the inspector of election's preliminary vote report, I hereby declare that each of the director nominees has been elected as directors of the company and that appointment of Deloitte as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified by the stockholders of the company. We will report the final results in a Form 8-K with the SEC and on our website within 4 business days. There being no further business to come before this meeting, this meeting is adjourned. Thank you for participating.

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