Arbe Robotics Ltd. (ARBE) Earnings Call Transcript & Summary

Hello, ladies and gentlemen. I'm Kobi Marenko, the CEO, Founder and a member of the Board of Directors of Arbe Robotics, and I will preside as Chairman of this General Meeting of Shareholders. On behalf of the company and the Board of Directors, I welcome you to the Annual General Meeting of Shareholders of Arbe Robotics. I would like to introduce the other participants from the management of the company who are present at this meeting: Karine Pinto-Flomenboim, the company's CFO; and Adv. Maya Bar-On, the company's Secretary and VP Legal. Notice of the Annual General Meeting was published on about July 25 on the company's website and was filed as an exhibit to our report on Form 6-K with the Securities and Exchange Commission. The proxy statement and formal proxy card were filled as exhibit to our report on Form 6-K with the Securities and Exchange Commission on August 23, 2024. The proxy card, which included a link to the notice of the Annual General Meeting, our Form 20-F annual report and Form 20-FA amendment was sent on August 26, 2024, to all shareholders of record on July 31, 2024, which is the record date for the Annual General Meeting. We have the affidavit of mailing signed by [ Kenneth Devan ] which will be filed with the minutes of this meeting. Mrs. Maria Vaz, representative of our transfer agent, Continental Stock Transfer & Trust Company has been appointed to act as Inspector of Elections at this meeting. As of the record date, there were 80,911,992 ordinary shares of the company issued and outstanding. Mrs. Maria Vaz has pulled the shareholders present and has examined the proxies previously submitted in order to determine if a quorum is present at this meeting. Continental's report of shareholders represented at this meeting via written proxies indicates that holders of shares in excess of the number necessary to constitute a quorum are present or represented by proxy. A quorum being present, this meeting is declared open to proceed with its business. I will now ask Adv. Maya Bar-On, the Company's Secretary, to review the item on the agenda today.

Thank you, Kobi. Mrs. Maria Vaz from Continental has advised us that 40,970,418 shares, representing approximately 50.64% of the shares of the company voted at this meeting via written proxy. Therefore, as noted before, the required quorum is present. There are 5 items on the agenda today as described in the notice of the Annual General Meeting and our proxy statement. They are: number one, election of Class III directors, election of each of Mr. Yair Shamir, Mr. Kobi Marenko and Mr. Scott Crist as Class III directors of the company to serve approximately 3 years until the company's Annual General Meeting of the Shareholders to be held in 2027 and until their respective successors are duly elected. Item #2, Executive Directors compensation, approval of an equity-based award to be granted to each of: a, Mr. Kobi Marenko, the company's Chief Executive Officer and a member of the Board; and b, Dr. Noam Arkind, the company's Chief Technology Officer and a member of the Board. Item #3, new Board member compensation terms; approval of the compensation terms of Prof. Yonina Eldar in her capacity as an industry expert director, including the grant of an equity-based award. Item #4, appointment of independent auditors, approval of the appointment of Somekh Chaikin, a registered public accounting firm, a member firm of KPMG International as the company's independent registered public accounting firm for the year ending December 31, 2024, and until the Annual General Meeting of 2025 and to authorize the Audit Committee and/or the Board to fix such accounting firm's annual compensation. Item #5, increase of registered share capital, to approve an increase of the company's registered authorized share capital by an additional NIS 7,560, which constitutes of 35 million ordinary shares par value NIS 0.000216 each, bringing the total number of authorized ordinary shares to 165 million shares and to amend the company's Articles of Association to reflect such change. According to the preliminary proxy voting results received prior to the meeting as reported to us by our voting inspector of Continental Stock Transfer & Trust Company, I'm happy to announce that all proposals on the agenda were approved by the requisite majority on our shareholders, including the proposal that requires a special majority of this interested shareholders with in excess of 94% voting in favor of all proposals. The polls are now closed. As required under the Israeli Companies Law, the company's audited financial statements for the year ended on December 31, 2023, is being presented at this annual meeting. Therefore, members of the company's management team are available to answer any questions regarding the company's audited financial statements for the year ended December 31, 2023, which are included in this -- in the company's annual report on Form 20-F.

No time for questions? If there is no questions, I would like to thank you and there is no further business to come before the meeting. This meeting is adjourned.