Elauwit Connection, Inc. (ELWT) Earnings Call Transcript & Summary

All right. Welcome to the Annual Meeting of Stockholders for Elauwit Connection, Inc. I now introduce Daniel McDonagh Jr.

Good morning. I am Dan McDonough, Executive Chairman of the Board of Directors of Elauwit Connection, Inc. It is a pleasure to welcome you to this Annual Meeting of Stockholders. We are conducting our annual meeting virtually via webcast. At this meeting, we will introduce and vote on the proposals described in the proxy statement previously distributed to stockholders by the Board of Directors and answer any appropriate questions from stockholders. This meeting is now called to order. Members of management are with us today, including Barry Rubens, Director and our Chief Executive Officer; Taylor Jones, a Director and our President and Chief Technology Officer; and James Di Bartolo, our Chief Financial Officer. And our other directors, Scott Barton, Elbert Basolis, Frederick Berk, Glenn Josephs, Leslie Goodman, David O'Brien and Roger Shannon. Also present are representatives of WithumSmith+Brown, our independent registered public accounting firm; Thomas Benedetti, our General Counsel; and Margaret Rhoda of Harter Secrest & Emery, our outside Legal Counsel. As with every medium of stockholders, we must cover a series of corporate formalities. I'll turn the meeting over to James Di Bartolo to handle the formal business of the meeting.

Thank you, Dan, and good morning. The record date for the meeting was April 20, 2026. Only stockholders of record on the close of business on that date are entitled to vote at this meeting. I have in my possession a list of the stockholders of record at the close of business on the record date. I have received an affidavit of mailing from Colonial Stock Transfer Company, indicating that the proxy statement and proxy card were distributed on or about April 24, 2026, to all stockholders of record. The affidavit of distribution will be attached as Exhibit A to the minutes of this meeting and filed in the minute book of the company. The company has appointed a representative of Colonial Stock Transfer Company as the Inspector of Election for the meeting. who has signed the oath of office, which is available upon request and will be attached as Exhibit B to the minutes of this meeting and filed a limited book of the company. Margaret Rhoda of HSC will serve as Secretary of the meeting. There are 6,619,796 shares eligible to vote at this meeting, of which 5,459.880 shares are represented at the meeting in person or by proxy. We have, therefore, determined that at least 1/3 of the shares entitled to vote is present at the meeting in person or by proxy, and then a quorum is present. Barry Rubens and I have been authorized by the Board to act as proxy for proxies received by the company in connection with this meeting. The meeting is now officially open for business. The next order of business is to consider and act upon the proposals described in the proxy statement. We will vote electronically today. If you have voted by Internet or telephone or sent in your proxy card and do not intend to change your vote, then we will count or proxy, and you do not need to vote now. For those of you who did not turn in their proxy card or wish to change your vote, you may do so now by clicking on the voting link on the landing page you used to access this meeting and you will be directed to vote online. We will collect these votes, and they will be counted in the final tally along with those previously received. The preliminary results of the voting will be reported at the end of this meeting. The first proposal on which we are voting today is the election of 3 director nominees, Leslie Goodman, David O'Brien and Barry Rubens to serve on the company's Board of Directors for a 3-year term expiring in 2021. And until their successors have been duly elected and qualified or, if sooner, until their death, disqualification, resignation, retirement or removal. The second proposal on which we are voting today is the ratification of the appointment of Withum as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The final proposal on which we are voting today is to approve the adjournment of the annual meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the other proposals. If there are not sufficient votes at the time of the annual meeting to adopt these proposals or to establish a quorum. For those of you who wish to vote today, please click on the voting link contained in the e-mail you received to access this meeting, and you will be directed to vote online. We will now process any electronic votes. And after we address any questions received in advance of the meeting, we will close the polls and report the results of the meeting.

We did not receive any questions about the proposals in advance of the meeting. We will allow another moment for you to submit electronic votes before closing the polls. James, please continue.

At this point, the polls are now closed. The preliminary results of the voting as reported by the inspector of elections are as follows. Based on the votes cast in person or by proxy, each of the 3 director nominees has received a plurality of the votes cast, and therefore, each director is duly elected. On the basis of those is the majority of the votes cast on the matter, one, the stockholders have ratified the appointment of Withum as the company's registered independent public accounting firm. and two, the stockholders have approved the adjournment of the annual meeting from time to time, if necessary or appropriate. There being no other business to properly come before the meeting, the Inspector of Election is directed to file the report of the results of the voting at this meeting with the Corporate Secretary, which will be annexed in the minutes of this meeting as Exhibit C and filed in the minute book of the company. This brings the business portion of the meeting to. I would like to thank all the stockholders who participated in this virtual annual meeting as well as those who participated by proxy.

There being no further business, the meeting is adjourned. Thank you.