Mobix Labs, Inc. (MOBX) Earnings Call Transcript & Summary

I call the Annual Meeting of Stockholders of Mobix Labs Inc. to order. Good morning. I am James Peterson, Chairman of the Board. Welcome to Mobix Labs 2025 Annual Meeting of Stockholders. With me today are Fabian Battaglia, Chief Executive Officer and Director; Keyvan Samini, President, Chief Financial Officer and Director; and Rick Goerner, a Director, who is also Chair of our Compensation Committee and member of our Audit Committee. Ryan Smith from PricewaterhouseCoopers, our independent auditors, is also here and will be available after the meeting to answer questions if necessary. Laurie Green, our attorney at Greenberg Traurig, is here to act as Secretary of the meeting. Ian McKay from Continental Stock Transfer & Trust, our transfer agent and registrar and today's inspector of elections is also here. As the Inspector of Elections, Ian will have authority, among other things, to receive and determine the validity of proxies and ballots submitted and to certify the number of shares represented at this meeting and the results of the votes for each of the proposals of the company's proxy statement. Ian has taken and signed the oath of Inspector of Elections to faithfully execute and duties to the Inspector of Elections with strict impartiality and according to the best of his ability. The floor recognizes Ian McKay, our Inspector of Elections.

Thank you, Mr. Chairman. I now present the affidavit of Continental Stock Transfer & Trust Company, the transfer agent and registrar of the company's common stock, attesting to the fact that the notice of Internet availability of the notice of meeting, proxy statement and the Form 10-K for the 2025 Annual Meeting were made available on January 22, 2025, to all holders of record of the company's Class A common stock and Class B common stock as of close of business, January 10, 2025, the record date of this meeting. I direct that such affidavit be filed with the minutes of this meeting. I also present the list of shareholders of record of Mobix Labs, Inc. as a -- as of the close of business on January 10, 2025, the record date of this meeting, certified by the Continental Stock Transfer & Trust Company as the company's transfer agent. As inspector, I report that the number of issued and outstanding Class A common stock and Class B common stock of Mobix Labs, Inc. that are entitled to vote at the meeting are 32,904,780 and 2,129,901 shares, respectively. A majority in voting power of the Class A common stock and Class B common stock are represented at this meeting in person or by proxy, which shares represent 67.2% of the outstanding shares, making a quorum present.

The proxies and any substitutions of proxies presented to the meeting are hereby ordered to be filed with the records of the company. The necessary quorum is present to hold this meeting and with respect to each of the proposals to be acted upon by the stockholders of the company. The meeting is duly convened for the transaction of the business. The notice of the meeting and the proxy statement given to the stockholders as of record date describes 2 proposals to be voted on at this meeting. I hereby open the polls for voting proposal. It is 9:04 a.m. Pacific Time on the 3rd of March 2025. First proposal. The first item of business today is to elect Class I directors consisting of 2 Class I directors elected by holders of Class A and Class B common stock voting together and 1 Class I director elected by the holders of Class B common stock to the Board with each of the directors serving a 3-year term expiring at the company's 2028 Annual Meeting of Stockholders. The first proposal described as a director election proposal in the notice of the 2025 Annual Meeting of Stockholders. The Board has nominated Kurt Busch and William Carpou, each to serve as Class I directors of the company. Separately, the holders of the majority of the voting power of the outstanding shares of Class B common stock have nominated Fabian Battaglia to serve as a Class I director of the company representing Class B shares. The director of election proposal will now be considered. Second proposal. The second proposal described as the approval of the 2025 ratification of selection of independent registered public accounting firm proposal found in the notice of the 2025 Annual Meeting of Stockholders. The company is seeking stockholder ratification of the Board's selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the 2025 fiscal year ending September 30, 2025. The approval of the 2025 ratification of the selection of independent registered public accounting firm proposal will now be considered. Delivery of the proxies, I hereby deliver proxies received from the stockholders to the inspector of election for voting pursuant to the voting instructions contained in such proxies. Closing of the polls. The polls for the voting of each of the 2 proposals are now closed. It is 9:06 a.m. on March 3 -- Pacific Time, March 3, 2025.

Proposals 1 and 2 have received the requisite shareholder vote for approval.

Proposals 1 and 2 have been approved. We're reporting the final vote results in a Form 8-K to be filed with the SEC within 4 business days. All of the business to come before the meeting is now completed. The meeting is now adjourned. The meeting is concluded at 9:06 a.m. Pacific Time, March 3, 2025. I would like to thank all of you participating and your continued support of Mobix Labs. We look forward to our second full year as a public company.