Intelligent Protection Management Corp. (IPM) Earnings Call Transcript & Summary

Hello, and welcome to Intelligent Protection Management Corp. Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions]. The meeting is about to begin. [Audio Gap]

I would also like to introduce Alexa Cooper from Haynes and Boone LLP, our Corporate Counsel. Everyone in attendance should have access to a copy of the rules of conduct for the annual meeting. To access and view documents concerning the annual meeting, please click on the documents icon at the top left of your screen, then click on the document name to view. In the interest of maintaining an orderly meeting, we ask that you honor the rules of conduct. The annual meeting is being held today pursuant to the notice that we mailed on or about April 18, 2025, to each stockholder of record as of March 24, 2025. The notice of mailing and all documents concerning the annual meeting will be filed with the minutes of the annual meeting. As required by law, for the last 10 days prior to the annual meeting, a certified list of stockholders of record as of March 24, 2025, the record date for determining stockholders entitled to notice and vote at the annual meeting has been available for inspection. Such list will also be filed with the minutes of the annual meeting. Our transfer agent, Equiniti Trust Company, LLC, EQ, will act as Inspector of Election at the annual meeting. EQ has been instructed to receive, examine and tabulate the ballots and proxies and to report on the voting by ballot. EQ has received a certified list of the company's stockholders of record as of the close of business on the record date, which was March 24, 2025, and the respective number of shares entitled to vote at the annual meeting. There were 9,236,987 shares of common stock entitled to vote as of the record date, and the holders of a majority of the shares of common stock of the company outstanding and entitled to vote at the annual meeting are present in person or represented by proxy at the annual meeting. Therefore, I declare that a quorum is present for the purpose of conducting business at the annual meeting, and I hereby declare that the annual meeting is legally convened and ready to transact business. A certified report of the Inspector of Election will be attached as an exhibit to the minutes of the annual meeting. Voting today will be online ballot and by proxy. Stockholders may vote in-person online or by proxy. During the annual meeting, we'll be following the agenda on the screen. There will be an opportunity for discussion immediately prior to the voting. And in order to move through the order of business, we would appreciate if you would hold any questions until then. As stated in the notice of annual meeting and the agenda, the principal items of business for this meeting are as follows: Proposal 1, director election proposal, the election of seven directors to serve until 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The director nominees are myself, Yoram Rami Abada, Kara Jenny, Lance Laifer, Sidney Rabsatt, John Silberstein and Barry Sloane. Information about myself and the other members of the Board of Directors, including our respective biographical backgrounds is contained in the proxy statement. Proposal 2, auditor ratification proposal, the ratification of the appointment of Grassi & Co. CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 3, say-on-pay proposal, the approval on a nonbinding advisory basis of the compensation of the company's named executive officers. Proposal 4, say-on-frequency proposal, the approval on a nonbinding advisory basis of the frequency of future advisory votes on named executive officer compensation. Proposal 5, incentive plan proposal, the approval of the Intelligent Protection Management Corp. 2025 long-term incentive plan. And Proposal 6, charter amendment proposal, the authorization and approval of an amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 25 million to 50 million. Each of these proposals is described in greater detail and more information is available in the proxy statement. After careful consideration, the Board of Directors of the company has determined that each of the foregoing proposals is in the best interest of the company and its stockholders and has approved each proposal. The Board has recommended that you vote for each of the director nominees set forth in the director election proposal for each of the auditor ratification proposal, the say-on-pay proposal, the incentive plan proposal and the charter amendment proposal and 3 years for the say-on-frequency proposal. If there's no further business, we will move to the discussion of the proposals. Before we vote, if you're a stockholder of the company and you wish to submit a question regarding any of these proposals, please click on the messaging icon at the top left side of your screen, type your question into the text box and then click the send icon on the right of that text box. Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting. Okay. If there are no questions, we will move to the collection of ballots. If you've already voted your shares and do not wish to change your vote, no action is required at this time. If any stockholder has not yet voted and would like to do so or if you would like to change your vote, you may do so by clicking the proxy voting site link on the left side of your screen. Please deliver your ballot online at this time so that will be counted by our Inspector of Election. I'll now pause for about 30 seconds. [Voting]

Okay. The formal voting segment of the annual meeting is now closed. At this time, all completed ballots should have been submitted. There being no further discussion of the proposals, I now declare that the polls are closed. Thank you. The ballots have been tabulated, and I will now report on the preliminary results of the voting. Each of the director nominees set forth in the director election proposal has received a plurality of votes cast by holders of the outstanding common stock. I hereby declare that each of the director nominees set forth in the director election proposal have been duly elected. The auditor ratification proposal has received an affirmative vote of a majority of the votes cast by the holders of the outstanding common stock. I hereby declare that the auditor ratification proposal has been approved by stockholders. The say-on-pay proposal has received an affirmative vote of a majority of the votes cast by the holders of our outstanding common stock. I hereby declare that the say-on-pay proposal has been approved by our stockholders on a nonbinding advisory basis. The option of 3 years for the say-on-frequency proposal has received an affirmative vote of the majority of the votes cast by the holders of the outstanding common stock. I hereby declare that the option of 3 years for the say-on-frequency proposal has been approved by our stockholders on a nonbinding advisory basis. The incentive plan proposal has received an affirmative vote of the majority of votes cast by the holders of the common stock. I hereby declare that the incentive plan proposal has been approved by our stockholders. And the charter amendment proposal has received an affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the annual meeting. I hereby declare that the charter amendment proposal has been approved by our stockholders. A final detailed count will be provided by the company shortly after this meeting. If there is no further business, this concludes our annual meeting. The annual meeting is adjourned. Thank you.