Health In Tech, Inc. (HIT) Earnings Call Transcript & Summary

Good morning, and welcome. The time is now 10:07 a.m., and we are ready to begin the meeting. I will pass it off to you, Mr. Johnson.

Thank you. Good morning, ladies and gentlemen. I am Tim Johnson, Chief Executive Officer of Health and Tech and Chairman of this Annual Meeting. I hereby call this Annual Meeting of Stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you. Mrs. Lori Babcock, Corporate Secretary, is attending this Annual Meeting of Stockholders. Also joining us today are the following members of the HIT Board of Directors: Mr. William Howard, Mr. Timothy Hayes, Mr. Sanjay Shrestha as Independent Director. Members of the company's executive management team are also in attendance, Ms. Julia Qian, Chief Financial Officer and Director. We also have Karen Smith, CEO of Advantage Proxy attending. I have also asked Lori Babcock to act as Secretary of this annual meeting and to record the minutes of the meeting. Before considering the business to be discussed, I would like Ms. Babcock to report on the formal steps taken in connection with this annual meeting. Lori?

Mr. Chairman, the Board of Directors has adopted resolutions, which provide that this annual meeting be held today and which fixed the close of business on August 6, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting. I hereby present the affidavit of Karen Smith, President and CEO of Advantage Proxy, Inc., which states that the notice of the Annual Meeting of Stockholders, proxy statement, annual report on Form 10-K and proxy card were first mailed on September 11, 2025, to each holder of the company's common stock at the close of business on the record date. I also submit a certified list of the stockholders of the company's common stock as of the record date that was compiled by Transhare Corporation and is available for inspection here today. The list sets forth each stockholder's address and holdings as they appear on the records of Computershare and on the company's share ledger. According to this list, there were 56,389,291 shares of common stock issued and outstanding on the record date, comprised of 44,689,291 shares of Class A common stock and 11,700,000 shares of Class B common stock. Each outstanding share of common stock is entitled to 1 vote per share on the matters presented to this annual meeting.

Thank you, Ms. Babcock. I would like you to file the affidavit as to the mailing of the proxy material in the minute book of the company with the minutes of this annual meeting. It is 10:10 a.m. Eastern Time on Friday, October 3, 2025, and the polls are open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet do not want to change their vote, do not need to take any further action. I hereby appoint Karen Smith of Advantage Proxy to act as inspector of election of this meeting. The inspector has executed an oath to carry out her duties impartially and to the best of her ability.

Mr. Chairman, I present to you the oath I have signed as the Inspector of Election.

The oath of the Inspector of Election will be filed with the minutes of this annual meeting. Will the Inspector of Election now provide us with a count of the stockholders present in person or by proxy?

Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I'm in the process of completing a count of all stockholders present in person or by proxy and will render an exact report following the annual meeting.

Since the holders of the record of at least majority of the outstanding shares of common stock entitled to vote at this annual meeting are present in person or by proxy, I declare a quorum is present. The first order of business is the election of Tim Johnson, Julia Qian, William Howard, Sanjay Shrestha, Timothy Hayes to our Board of Directors as Directors of the company. The persons receiving an affirmative vote representing a plurality of the votes of the holders of the shares present in person represented by proxy at the annual meeting and entitled to vote generally on the election of directors will hold that position until 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until earlier death, resignation, disqualification or removal. I hereby open the floor for nominations.

Mr. Chairman, as a stockholder of the company, I hereby nominate Tim Johnson, Julia Qian, William Howard, Sanjay Shrestha, Tim Hayes for election as directors.

I second the nominations.

We have received nominations to elect Mr. Johnson, Mrs. Qian, Mr. Howard, Ms. Shrestha, Mr. Hayes to serve as directors of the company. If there are no further nominations, I will entertain a motion that the nominations for the election of directors be closed.

I move that nomination for election of the directors be closed.

I second the nomination.

The second order of business is the ratification of appointment of MaloneBailey as the company's independent auditors for the fiscal year December 31, 2025. The proposal needs to be approved by affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on this matter. I will entertain a motion for the auditor ratification proposal.

I so move.

I second the motion.

The third order of business is the approval of an amendment to Health In Tech 2024 Equity Incentive Plan to increase the total number of shares of Class A common stock authorized for issuance pursuant to awards granted thereunder from 7,667,849 shares to 10,677,849 shares and to include the issuance of up to 2 million shares of Class B common stock and options convertible into Class B common stock to executive officers of the company. This proposal needs to be approved by affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on this matter. I will entertain a motion for the 2024 plan amendment proposal.

I so move.

I second the motion.

Are there any other matters to be brought before this meeting? Not hearing any other matters and everyone have and had the opportunity to vote, I declare the polls for the Annual Stockholder Meeting are closed. Now I'd like to have the Inspector of Election share her report showing a preliminary count of the stock represented here today in person and by proxy and the tally of votes cast in regard to each proposal.

As the inspector of election, I hereby report that there are 161,619,733 shares of common stock entitled to vote represented at this meeting, either in person or by proxy, comprising approximately 99.33% of the outstanding common shares of the company. In voting for directors, I hereby report that Tim Johnson, Julia (LinLin) Qian, William Howard, Sanjay Shrestha and Timothy Hayes each received a plurality of the votes cast. In voting for the auditor ratification proposal, I hereby report that a majority of the shares of common stock represented in person or by proxy with respect to this proposal were voted in favor of the proposal. In voting for the 2024 plan amendment proposal, I hereby report that a majority of the shares of common stock represented in person or by proxy with respect to this proposal were voted in favor of the proposal.

Thank you, Karen. I declare that Tim Johnson, Julia Qian, William Howard, Sanjay Shrestha and Timothy Hayes have been elected as directors of the company. The appointment of MaloneBailey as independent auditors of the company for fiscal year December 31, 2025, has been ratified, and the 2024 plan amendment has been approved. We will now open the meeting for questions. If there are no questions, I move that the annual meeting be adjourned.

I second that motion.

There will be no objections to the motion to adjourn this annual meeting. I hereby declare this annual meeting adjourned. Thanks, everybody.

Thank you, everyone