Beneficient (BENF) Earnings Call Transcript & Summary

Hello, and welcome to the 2025 Annual Meeting of Stockholders of Beneficient, the Annual Meeting. It is my pleasure to introduce Brad Heppner, the Chief Executive Officer and Chairman of the Board of Directors of Beneficient. Mr. Heppner, the floor is yours.

Good afternoon, ladies and gentlemen. I am Brad Heppner, Beneficient's Chief Executive Officer and Chairman of the Board of Directors. I will act as Chairman of this meeting; and David Rost, General Counsel, will act as Secretary of this meeting. As announced, we adjourned this previously called annual meeting on each of March 31, 2025, April 16, 2025, April 30, 2025, and May 28, 2025. We are now reconvening the annual meeting. The Annual Meeting of Beneficient is hereby called to order. I would like to welcome our stockholders and guests who are in attendance today. Additionally, I'd like to introduce Mark Tumulty, a representative of Continental Transfer & Trust Company -- Continental Stock Transfer & Trust Company, which is the company's transfer agent and who will act as our Inspector of Election. Our transfer agent has been instructed to receive, examine and tabulate the proxies and to report on the voting by proxies. Copies of the agenda and rules of conduct for this meeting are available in the Meeting Documents tab located at the top of your screen in the virtual meeting viewing platform. I have in my possession an affidavit sworn to by Continental Stock Transfer & Trust Company and duly signed as to the mailing of the notice of the meeting, which states that on March 21, 2025, the notice of the meeting, together with the related proxy materials was mailed to stockholders of record as of the close of business on February 28, 2025, the record date for the meeting. As set forth in the Notice of Annual Meeting of Stockholders and the agenda available in the Meeting Documents tab, the principal items of business for this meeting are as follows: Proposal #1, the director election proposal, to elect 7 directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. And proposal #2, the auditor ratification proposal, to ratify the appointment of Weaver and Tidwell, LLP as the Company's independent registered public accounting firm for the year ending March 31, 2025. When the report of the inspector of election is complete, we will announce the voting results. After the meeting is adjourned, we will follow up to address any questions submitted by stockholders through the virtual meeting viewing platform that abide by the rules of conduct for this meeting via e-mail. You may access the rules of conduct in the Meeting Documents tab. Agenda item 2 is our declaration of quorum. The Inspector of election has in his possession a certified list of the company's stockholders of record as of the close of business on the record date, which was February 28, 2025, and the respective number of shares entitled to vote at this meeting. The stockholder list will be filed with the minutes of this meeting. Mark, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present.

There were 8,432,698 shares of Class A common stock and 239,257 shares of Class B common stock entitled to vote as of the record date, and the holder of shares of outstanding common stock of the company representing a majority of the voting power of all outstanding shares of common stock of the company entitled to vote at the annual meeting are present in person or represented by proxy at the annual meeting.

Thank you. Therefore, I find that a quorum is present and declare the meeting duly and lawfully convened for the purpose of transacting business properly before it. The meeting is now open and ready for business. I hereby declare the polls open for voting on all matters. If there is any person present entitled to vote who has not yet voted, please submit your votes now by accessing the voting information tab located at the top of your screen in the virtual meeting viewing platform. Our third agenda item is the collection of ballots and closing of the polls. The first item of business is to vote on the director election proposal. As set forth in the proxy statement, the directors elected by holders of Class A common stock and Class B common stock which are referred to as the Class A directors must be elected by the affirmative vote of a plurality of the votes of the Class A common stock and Class B common stock, voting together as a single class present or represented by proxy at the annual meeting and entitled to vote on the election of the Class A directors. The directors elected by holders of Class B common stock, which are referred to as the Class B directors must be elected by the affirmative vote of a plurality of the votes of the Class B common stock, voting as a separate class, present or represented by proxy at the annual meeting and entitled to vote on the election of the Class B directors. The Class B stockholders are entitled to 10 votes per share with respect to all matters on which stockholders are entitled to vote. The Class A common stockholders will not be entitled to vote in the election of the Class B Directors. As described in the proxy statement, the following directors have been designated as the current Class B Directors, myself, Bruce W. Schnitzer, Thomas O. Hicks and Derek L. Fletcher. Additionally, the following directors have been designated as current Class A Directors, Peter T. Cangany, Jr., Patrick J. Donegan and Karen J. Wendel. Information about myself and the other members of the Board of Directors, including our respective biographical background is contained in the proxy statement. The Board of Directors has recommended that you vote for each of the director nominees set forth in this proposal for which you are eligible to vote. The second item of business is to vote on the auditor ratification proposal, as set forth in the proxy statement, the approval of the auditor ratification proposal, requires the affirmative vote of a majority of the votes cast at the annual meeting. Information about the appointment of Weaver as our independent registered public accounting firm is included in the proxy statement. The Board of Directors has recommended that you vote for this proposal. At this time, we will tabulate and announce the voting results of the meeting and would ask that all stockholders complete and submit their votes. I will pause now for a moment to allow any stockholders who have not voted -- who have not voted the opportunity to complete the voting process. If you have not already voted or if you wish to change your vote, please do so now by accessing the voting information tab. [Voting]

Thank you for your votes. There being no further discussion on the proposals, I now declare the polls closed. We will pause to tabulate votes. Our fourth agenda item is the announcement of results. I understand that the votes have been counted and the preliminary report of the inspector of election has been delivered. Mark, will you please announce the results of the stockholder vote.

I have counted the votes and determined based upon a preliminary count that we have sufficient votes to elect each of the director nominees named in Proposal 1 and ratify the appointment of Weaver as the company's independent registered public accounting firm as set forth in proposal #2. A final detailed count will be provided to the company shortly after the meeting.

The report of the Inspector of Election is presented -- as presented is accepted. We will file the oath and report of the inspector of election with the minutes of this meeting. The business of this meeting has been completed. I want to take this opportunity to thank you for attending today's meeting and for the interest you have shown in Beneficient. As mentioned in the notice, stockholders were able to submit questions through the virtual meeting viewing platform. Our fifth agenda item is the adjournment. There being no further business to come before the meeting, the meeting is now adjourned. Thank you. The meeting has now concluded. We appreciate your attendance and support.