LanzaTech Global, Inc. (LNZA) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Will the meeting please come to order? I'm Dr. Jennifer Holmgren, Chief Executive Officer and Chair of the Board of Directors of LanzaTech Global, Inc., and it is my pleasure to welcome all of you. It is 2:00 p.m. Central Time, and in accordance with the notice of meeting, I call to order the company's 2024 Annual Meeting of Stockholders. I would like to introduce Joe Blasko, our General Counsel and Corporate Secretary, who will act as secretary of this meeting and record the minutes, as well as Petronella Gielissen, a representative of Continental Stock Transfer & Trust Company, our transfer agent, who has been appointed to serve as inspector of elections for this annual meeting. Also present at this annual meeting are members of the company's Board of Directors and members of our executive leadership team and other key employees. Steve Barta, a representative from Deloitte & Touche LLP, is also present at the meeting. Representatives of Deloitte & Touche LLP will have the opportunity to make a statement if they so desire and may respond to any appropriate questions made by stockholders, which are submitted via the online submission portal. This meeting will be conducted pursuant to the rules of conduct located on the annual meeting website. To conduct an orderly meeting, we ask that participants abide by these rules. As stated in the rules of conduct, questions submitted in the field provided on the annual meeting website and pertinent to annual meeting matters will be addressed with the individual stockholder making the inquiry following the meeting. Thank you in advance for your cooperation with these rules. If any stockholder or proxy holder attending this meeting has not yet voted their shares or wishes to change their vote, please remember that you may also vote your shares online at any time during this meeting prior to the closing of the polls. Also note that if your or your broker have already provided a proxy, you do not need to vote during this meeting. We will now report on the mailing of the notice of this annual meeting and the presence of a quorum. This meeting is held in pursuant -- is held pursuant to a written notice of meeting that was first filed with the Securities and Exchange Commission on or about April 29, 2024, and mailed to each stockholder of record on or about May 16, 2024, to each stockholder of record as of April 26, 2024, who is entitled to vote. All documents concerning this call and notice of the meeting, including an affidavit of mailing will be filed with the records of the meeting. A list of stockholders eligible to vote at the annual meeting has been made available for review during our regular business hours at our headquarters in Skokie, Illinois, for the 10 days prior to the date of the annual meeting. Our first order of business of this annual meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Joe, do you have a report?

Yes, Jennifer. At the close of business on the record date, there were 197,734,876 shares of common stock outstanding and entitled to vote at this annual meeting. We are informed by inspector of elections that there are represented in person or by proxy 140,938,514 shares of common stock or approximately 71.28% of all the shares entitled to vote at this meeting.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the Board of Directors, I would like to express my appreciation to all stockholders who return to proxy. I would also like to point out that most of you who returned proxies authorized the persons named in the proxy to vote on all propositions coming before the meeting. As I previously noted, you may vote your shares online at any time during this meeting prior to the closing of the polls. However, we urge stockholders to allow their proxies to stand. The polls are now open. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal before the stockholders is the election of 2 Class 1 directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified, which is discussed in proposal 1, beginning on Page 8 of the proxy statement. The Board of Directors recommends the election of the following persons as directors of the company: Nigel Gormly and Dr. Jennifer Holmgren. Our Board recommends a vote of for the election of each Class 1 director nominee. The affirmative vote of polarity of the votes cast at the annual meeting is required to elect each of the Class 1 director nominees. A plurality means with regard to the election of directors, that the 2 nominees for directors receiving the greatest number of 4 votes from the votes cast at the annual meeting will be elected. I will now move on to proposal #2. The second matter to be acted upon by our shareholders is the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year-ending December 31, 2024, which is discussed in proposal 2 of the proxy statement, beginning on Page 11. Our Board has recommended a vote of for this proposal. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting. I will now move to proposal #3. The third matter to be acted upon by our stockholders is the proposal to approve a nonbinding advisory resolution commonly known as a say-on-pay vote to approve the compensation of our named executives, which is discussed in proposal 3 of the proxy statement beginning on Page 13. The proposal is to approve the following nonbinding resolution relating to executive compensation. "Resolved, that the stockholders approve, on an advisory nonbinding basis, the compensation of our named executive officers, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in this proxy statement". Our Board has recommended a vote for this proposal. Approval of the above resolution requires an affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting. I will now move on to proposal 4. The final matter to be acted by our stockholders is a nonbinding vote on the frequency of the say-on-pay vote, which is discussed in proposal 4 of the proxy statement beginning on Page 14. The purpose of this advisory vote is to determine stockholders' preference regarding how frequently a say-on-pay vote should be taken. The alternatives are annually, every 2 years or every 3 years. Our vote recommends that the vote be taken annually. The voting frequency option that receives the highest number of votes cast by the stockholders will be deemed the frequency that has been selected by the stockholders. The polls are now open. If you already submitted your proxy or voted online, you do not need to vote today. If you have not yet submitted a proxy and wish to vote on these items or wish to revoke a proxy previously submitted, you may vote via the online platform. I will wait for 30 seconds. [Voting] Now they you have had the opportunity to vote and since all those desiring to vote have done so, I hereby declare the polls closed. Can the inspector of election tabulate the votes? Will the secretary please report the preliminary results of the voting?

Thank you, Jennifer. We have been informed by the inspector of election that all proxies and votes have been counted and that: one, each Class 1 director nominee for election to the Board of Directors has been duly elected; 2, the stockholders have duly ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year-ending December 31, 2024; 3, that the stockholders have approved a nonbinding advisory resolution approving the compensation of the company's named executive officers as described in this proxy statement; and 4, that the annual alternative for the frequency of conducting future advisory votes on the company's executive compensation has received the greatest number of votes and therefore is approved. Following the completion of this meeting, the inspector of elections will provide a certificate of results, which will be filed with our corporate records. We will also disclose the official and final voting results for the matters voted on at this annual meeting in a current report on Form 8-K that we will file within 4 business days.

Thank you for attending today's meeting. The meeting is adjourned. I will now ask our Corporate Secretary to address any outstanding items.

Thank you, Jennifer. As noted in the rules of conduct of meeting, questions that have been submitted online during the course of the annual meeting, which are pertinent to the annual meeting matters will be answered by direct communication with the stockholder. Thank you again to everyone who has joined our annual meeting today. We will now close the call. Thank you.