Brand Engagement Network, Inc. (BNAI) Earnings Call Transcript & Summary

Good morning, and welcome to the BEN 2025 Annual Meeting of Shareholders. [Operator Instructions] I will now turn the meeting over to Tyler Luck, Acting CEO.

Good morning, everyone. I am Tyler Luck, and I will be serving as Chairman of today's meeting. I would now like to call the meeting to order. Mr. Henderson will serve as Secretary of the meeting. Acting as the inspector of election is Mr. Henry Farrell of Continental Stock Transfer & Trust. Before we begin, a few procedural notes. Only shareholders of record as of November 3, 2025, are eligible to vote. The proposals are available on the meeting web page. Shareholders who have logged in using their control number may cast their votes on each proposal and may also submit questions. We welcome your questions throughout the meeting. While we [ wouldn't ] be responding to them lives, every question will be reviewed and answered by our Investor Relations team after the meeting. I will now pass on to Jim Henderson.

Hi, this is Jim Henderson. I'm the Secretary of the meeting. Pursuant to the BEN bylaws, a quorum is now present. The inspector of the election has taken the required oath and accounted for any and all proxies received.

Thank you, Jim. So now to get into the proposals as set forth in the notices sent to shareholders. There are 3 proposals being addressed today. Proposal 1 relates to the election of our Class I directors, Dr. Ruy Carrasco and Thomas Morgan Jr. to serve as Class I directors for a term of 3 years until the Annual Meeting of Stockholders to be held in 2028 or until such other time as their respective successors are elected and qualified. These director nominee must be elected by a majority of the votes cast. Proposal 2 relates to the ratification of the appointment of LJ Soldinger Associates, LLC, as our independent registered public accounting firm for 2025. Approval of Proposal 2 will be obtained if a majority of the votes cast are for the proposal. And lastly, Proposal 3 relates to the approval of an amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of our common stock by a ratio range of 1 for 2 up to 1 for 10, but the exact ratio to be set by the Board. Approval of Proposal 3 will be attained if a majority of the votes cast are for the proposal. The Board recommends a vote for each of the director nominees and for Proposals 2 and 3. The time is now 11:02 a.m. Mountain, 10:00 a.m. -- 10:03 Pacific. The polls are officially open on all proposals. Those who have already voted online or by proxy, do not need to do anything more unless you wish to change your vote, in which case you may do so now by voting online. We will now pause for 30 seconds to allow investors to vote. [Voting]

The time is now 10:04 a.m. Pacific, and the polls are now closed. The Inspector of Election will tabulate all votes. Jim, would you like to interject?

Yes. Hold on 1 second. Okay. Based on the proxies received prior to the beginning of today's meeting and a preliminary report of the inspector of election, all the proposals passed. Final results will be disclosed in a Form 8-K filed with the SEC.

Okay. Thank you, Jim. So the business portion of the meeting is now adjourned. Thank you. And that pretty much wraps up the proposals and voting. Thank you all to our shareholders for your continued support as we execute with discipline and continue to drive BEN forward. Thank you, everyone.

Please submit questions through the platform. Any requiring follow-up will be handled by Investor Relations.