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's my pleasure to welcome all of you. It's 2:00 p.m. Central Time, and in accordance with the notice of the meeting, I call to order the company's 2025 Annual Meeting of Stockholders. I would like to introduce Ellie Wood, our Corporate Secretary, who will act as Secretary of this meeting and record the minutes, as well as Kelly Walters, 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 Barda ], a representative from Deloitte & Touche 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 the 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 stockholders 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 the vote, please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. Also note, that if you or your broker have already provided a proxy, you do not need to vote during the 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 pursuant to a written notice of meeting that was first filed with the Securities and Exchange Commission and mailed to stockholder of record who is entitled to vote on June 18, 2025. 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 of business at this annual meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a form for the purposes of transacting business. Ellie, do you have a report?

Yes. At the close of business on the record date, there were 231,964,989 shares of common stock out and 20 million shares of preferred stock outstanding entitled to 39,360,036 votes at this annual meeting. Thus a total of 271,325,025 votes are entitled to be cast at this annual meeting. We are informed by the inspector of election that there are represented in person or by proxy 222,579,099 shares, representing 241,939,135 votes or approximately 89% of the voting power of the capital stock entitled to vote at this meeting. Additionally, as it reports to proposals as it relates to proposals 4, 5, 7, 8 and 9, requiring a majority in voting power of the common stock voting as a separate class. At the close of business on the record date, there were 231,964,989 shares of common stock outstanding and entitled to vote at this annual meeting. We are informed by the Inspector of Elections that they are represented in person or by proxy 202,579,099 shares of common stock or approximately 87% of all the shares of common stock entitled to vote at this meeting.

Thank you. Because holders of the 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 the 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 returned their proxies. I would also like to point out that most of you who return proxies authorized the persons named in the proxy or the substitutes 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 II directors to serve until the 2028 Annual Meeting of Stockholders and until the successors are duly elected and qualified, which is discussed in Proposal 1, beginning on Page 20 of the proxy statement. The Board of Directors recommends the election of the following persons as directors of the company: Barbara Byrne and Reyad Fezzani. Our Board recommends a vote of for the election of each Class II Director nominee. The affirmative vote of a plurality of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class is required to elect each of the Class II director nominees. A plurality means with regard to the election of the directors that the 2 nominees for director receiving the greatest number of for 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 a proposal to ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending December 31, 2025, which is discussed in Proposal 2 of the proxy statement beginning on Page 25. Our Board has recommended a vote of for this proposal. Ratification of the appointment of Deloitte & Touche, our independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the holders of our capital stock present in person, including by means of remote communication or represented by proxy and entitled to vote thereon, voting together as a single class. I will now move on to Proposal #3. The third matter to be acted upon by the stockholders is a proposal to approve a nonbinding advisory resolution commonly known as a sale and pay vote to approve the compensation of our named executive officers, which is discussed in Proposal 3 of the proxy statement beginning on Page 27. The proposal is to approve the following nonbinding resolution relative to executive compensation. Resolved that the stakeholders approval on an advisory and 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 response statement. Our Board has recommended a vote for this proposal. Approval of the above solution requires the affirmative vote of the majority of the votes cast by the holders of our capital stop present in person, including by means of remote communication or represented by proxy and entitled to vote thereon, voting together as a single class. I will now move on to Proposal 4. The fourth matter to be acted upon by our shareholders is a proposal to approve an amendment to the company's certificate of incorporation, increasing the number of authorized shares of our common stock from 600 million to 2.580 billion, which is discussed in proposal 4 of the proxy statement, beginning on Page 29. Our Board has recommended a vote for this proposal. Approval of the increased authorized share proposal requires that the votes cast for the increased authorized share proposal exceed the both cast against the increased authorized share proposal by one, the holders of our capital stock entitled to vote thereon; and two, the holders of common stock entitled to vote around voting as a separate class. I will now move on to Proposal #5. The fifth matter acted upon by our stockholders is a proposal to proven amendment to the company's certificate of incorporation to affect the reverse stock split ratio of 100:1 with respect to the issued and outstanding shares of our common stock and a corresponding decrease to the authorized number of shares of common stock and as a result, a reduction in the total authorized shares which is discussed in Proposal 5 of the proxy statement beginning on Page 34. Our Board has recommended a vote for this proposal. Approval of the related proposal requires that the votes cast for the split-related proposal exceed the votes cast against the split-related proposal by one, the holders of our capital stock entitled to vote thereon; and two, the holders of our common stock entitled to vote their own voting as a separate class. I will now move on to proposal #6. The sixth matter to be acted upon by our stockholders is a proposal to approve an amendment to the company's certificate of incorporation to enable stockholders to comply with the applicable requirements and procedures set forth in the company's certificate of incorporation to act by written consent, which is discussed in Proposal 6 of the proxy statement beginning on Page 43. Our Board has recommended a vote for this proposal. Approval of the action by written consent proposal requires the affirmative vote of the holders of, a, a majority in voting power of the outstanding shares of our capital stock entitled to vote their own voting together as a single class; and b, at least 66.67% of the outstanding shares of capital stock entitled to vote around pulling together as a single class. For purposes of the second voting requirement for the action by written concert proposal only each stockholder of record of preferred stock is entitled to cast 1 vote per share of preferred stock. I will now move on to Proposal #7. The seventh matter to be acted upon by our stockholders is a proposal to approve an amendment to the company's certificate of incorporation to decrease the par value of our common stock from 1/10 of a cent to 1/10,000,000 of a cent per share, which is discussed in Proposal 7 of the proxy statement beginning on Page 45. Our Board has recommended a vote for this proposal. Approval of the par value proposal requires the affirmative vote of the holders of 1 and majority of voting power of the outstanding shares of our capital stock entitled to vote thereon, boarding together as a single class; and two, a majority and voting power of the outstanding shares of our comments stock entitled to vote their own voting as a separate class. I will now move on to Proposal 8. The eighth matter to be acted upon by our stockholders is a proposal to approve the issuance of shares of our common stock issuable upon conversion of the preferred stock, the exercise of the warrant and in connection with financing, which issuances independently or taken together would be in excess of 19.9% of our outstanding shares of common stock and may be deemed a change of control under NASDAQ Listing Rule 5635(b), which is discussed in Proposal 8 of the proxy statement beginning on Page 47. Our Board has recommended a vote for this proposal. Approval of the NASDAQ listing Rule 5635(b) proposal requires the affirmative vote of the majority of the votes cast. The preferred stockholders cannot vote on the NASDAQ Listing Rule 5635(b) proposal in the capacity as such. I will now move on to Proposal #9. The ninth matter to be acted upon by our stockholders is a proposal to approve the issuance of shares of our common stock issuable upon conversion of the preferred stock, the exercise of the warrant and in connection with the financing, which issuance independently over taken together could be in excess of 19.9% of our outstanding shares of common stock, which is discussed in Proposal of the proxy statement beginning on Page 49. Our Board has recommended a vote for this proposal. Approval of the NASDAQ Listing Rule 5635(b) proposal requires the affirmative vote of a majority of the votes cast. The preferred stockholders can vote on the NASDAQ Listing Rule 5635(b) proposal in their capacity as such. I will now move on to Proposal #10. The tenth matter to be acted upon by our stockholders is a proposal to approve 1 or more adjournments of the annual meeting to a later date or dates as deemed by the Chairperson of the meeting to be necessarily appropriate including to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the annual meeting, or any adjournment or postponement thereof or if we do not have a quorum, which is discussion proposal 10 of the proxy statement beginning on Page 51. Our board has recommended a vote of for this proposal, approval of the adjournment proposal requires the affirmative vote of the voting power of the shares of our capital stock present, including by means of remote communication or represented by proxy and entitled to vote on the adjournment proposal. 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 now vote via the online platform. I will wait for 30 seconds. [Voting]

Now that you have had the opportunity to vote and since all those desiring to vote have done so I hereby declare the polls closed. Will the secretary please report the preliminary results of the voting.

We have been informed by the inspector of election that all proxies and votes have been counted and that each Class II, one, each Class II director nominee for election to the Board of Directors has been duly elected. Two, 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, 2025. Three, the stockholders have approved the nonbinding advisory resolution approving the compensation of the company's named executive officers as described in the proxy statement. Four, the stockholders have approved the amendment to the company's Certificate of Incorporation to increase the number of authorized shares of our common stock from 600 million to 2.580 billion. Five, the stockholders have approved the amendment to the company's certificate of incorporation to affect a reverse stock split with a ratio of 100:1 with respect to the issues issued in outstanding common stock and a corresponding decrease to the authorized number of shares of common stock and as a result, a reduction in the total authorized shares. Six, the stockholders have not approved the amendment to the company's certificate of incorporation to enable stockholders to comply with applicable requirements and procedures set forth in the company's certificate of incorporation to act by written consent. Seven, the stockholders have approved the amendment to the company's certificate of incorporation to decrease the par value of our common stock from 1/10,000 of a cent to 1/10,000,000 of a cent per share. Eight, the stockholders have approved the issuance of shares of common stock issuable upon conversion of the preferred stock, the exercise of the warrant and in connection with the financing, which issuances independently or if taken together, would be in excess of 19.9% of our outstanding shares of common stock and may be deemed a change of control under NASDAQ Listing Rule 5635(b). Nine, the stockholders have approved the issuance of shares of common stock issuable upon conversion of the preferred stock, the exercise of the warrant and in connection with the financing which issuances independently or when taken together would be in excess of 19.9% of our outstanding shares of common stock. And 10, the stockholders have approved 1 or more adjournments of the annual meeting to a later date or dates if deemed by the chairperson of the meeting to be necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the annual meeting or any adjournment or postponement thereof or if we do not have a quorum. 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.

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 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.