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's 2:00 p.m. Central Time, and in accordance with the notice of meeting, I call to order the company's 2026 Annual Meeting of Stockholders. I would like to introduce Maryann Maas, our Interim General Counsel, Corporate Secretary, who will act as secretary of the 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 and has taken the oath of Inspector of Elections. That oath will be filed with the minutes of this meeting. Also present at this annual meeting are members of the company's Board of Directors, members of the company's executive leadership and other key employees. A representative from BDO USA PC, the company's independent registered public accounting firm is also present at this meeting. They have advised the company that they do not intend to make a statement. representatives of BDO USA PC may respond to any appropriate questions made by stockholders via direct follow-up with that stockholder. This meeting will be conducted pursuant to the rules of conduct located on the annual meeting website. To conduct an orderly meeting, we ask participants to abide by these rules. The end meeting website also contains instructions for submitting questions during today's 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 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 quorum. We refer investors to the definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026. This meeting is held pursuant to a written notice of meeting that was first filed with the Securities and Exchange Commission on or about April 29, 2026, and mailed on or about May 1, 2026, to each stockholder of record as of April 28, 2026, 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 at this annual meeting is 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. Maryann, do you have a report?

Yes. Thank you, Jennifer. At the close of business on the record date, there were [ 10,089,163 ] shares of common stock outstanding and entitled to vote at this annual meeting. We are informed by the Inspector of Elections that there are represented in person or by proxy [ 7,865,74 ] shares of common stock or approximately 80% of all of the shares 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 returned proxies authorize 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 today's meeting. The first proposal before the stockholders is the election of 2 Class III directors to serve until the 2029 Annual Meeting of Stockholders and until the 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 during the quarter and [ Jim Messina ], our Board recommends a vote for the election of each Class III Director nominee. The affirmative vote of a plurality of the votes cast at the annual meeting is required to elect each of the Class III director nominees. A plurality means with regard to the election of directors that 2 nominees for director 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 stockholders is a proposal to ratify the appointment of BDO USA PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026, which is discussed in Proposal 2 of the proxy statement beginning on Page 12. Our Board has recommended a vote for this proposal, ratification of the appointment of BDO USBC 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 the proxy and entitled to vote at the annual meeting. I will now move on to Proposal #3. The third matter to be acted upon by our stockholders is a proposal to approve a nonbinding advisory resolution commonly known as a Say-on-Pay vote to approve the compensation of our named executive officers, which is discussed in Proposal 3 of the proxy statement beginning on Page 16. A proposal is to approve the following nonbinding resolution relating to executive compensation "resolved that the stockholders approve on an advisory and nonbinding basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of regulation S-K, including the compensation tables and narrative discussed in this proxy statement." Our Board has recommended a vote for this proposal. Approval of the above resolution requires the affirmative vote of a majority of the shares of common stock present in person or presented by proxy and entitled to vote at the annual meeting. 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 just 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 hold to let vote. [Voting]

The time is now 2:09 PM on June 23, 2026, and I hereby declare the polls closed. The inspector of elections will now count 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 based on the preliminary report of the Inspector of Election as to proposal 1, each Class III director nominee for election to the Board of Directors has been duly elected. As to proposal #2, the stockholders have duly radiated the appointment of BDO USA PC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. And as to proposal 3 that the stockholders have approved the nonbinding advisory resolution approving the compensation of the company's named executive officers as described in the proxy statement. Following the completion of this meeting, the inspector of elections will provide a certificate of results, which will be filed with the minutes of this meeting. We will also disclose the official and final voting results for [indiscernible] voted on at this annual meeting in a current report on a Form 8-K that we will file with the Securities and Exchange Commission within 4 business days.

Thank you, Maryann, and thanks to all of you for attending today's meeting. The meeting is adjourned. We will now close the call.