Proficient Auto Logistics, Inc. ($PAL)

Good morning, everyone. Welcome to the Proficient Auto Logistics, Inc. 2026 Annual Stockholders Meeting. [Operator Instructions] Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting. At this time, I would like to introduce Mr. Rick O'Dell, Chair of the Provision Board and Chief Executive Officer, to commence the meeting.

Thank you, and good morning, everyone. My pleasure on behalf of the Board of Directors and officers of Proficient to extend you a welcome, and thank you for attending our second Annual Stockholders Meeting. I will begin with a few introductions of persons here with me today. Amy Rice, Amy is our President and Chief Operating Officer; Brad Wright, Brad is our Chief Financial Officer; Brad will act as the Secretary of today's meeting. Matt Warren. Grant Jordan, LLP, the company's outside auditors. Maria box of Continental Stock Transfer and Trust has been appointed inspector of the election. The business of this meeting is to elect 8 directors to hold office until the 2027 Annual Stockholders Meeting. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2026, and to approve the amendment of the company's third amended and restated certificate of incorporation. I will now turn things over to Brad for a secretary's report.

Thank you, Rick. I have a signed affidavit from our transfer agent, Continental Stock Transfer and Trust stating that the notice of the meeting has been provided to each stockholder of record as required under our bylaws. The list of the stockholders of record as of March 10, 2026, who are entitled to vote showing their respective name and the number of shares held by each is available at this meeting for inspection by stockholders. According to Continent stock, there were 27,808,191 shares entitled to vote as of March 10, 2026, the record date. There are 24,899,266 shares present by proxy.

Thank you, Brad. Based on the report of the Secretary and the Inspector of the Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has properly been convened. Since no stockholder nominations or stockholder proposals were properly filed in advance of this meeting, our business is limited to the 3 matters on the agenda. Brad, can you summarize these 3 matters and the voting procedures?

Sure. The first proposal we will consider is the election of 8 directors. The Board has nominated Richard O'Dell, Charles Alluto, Douglas Cole, Brenda Frank, James Gattoni, Rohit Lal, Stephen Lux and John Shrodenbach to each serve as directors until the 2027 Annual Stockholders Meeting and until their successor is duly elected and qualified or until their earlier resignation, removal in capacity or down. No nominations may be made at this meeting. Therefore, I declare the nominations to be closed. The second proposal relates to the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Matt Warren, representing Grant Thornton is present and available to answer appropriate questions. The third proposal relates to the amendment of the company's third amended and restated Certificate of Incorporation, eliminating the supermajority stockholder vote requirement to amend certain provisions of our charter and bylaws. If you have previously voted by proxy, it is not necessary to vote during the meeting. Only stockholders who have not voted or those who wish to change their vote on their proxy should vote during the meeting. Any stockholder who desires to vote during the meeting, please do so now by clicking the Click here link at the bottom of your screen under annual meeting voting. The voting will be closing shortly. [Voting]

Thank you, Brad. Given the fact that most stockholders previously voted by proxy and all the attending stockholders have now had adequate time to vote, voting is closed. While the votes and proxies are being tallied, I'd like to introduce the members of our Board of Directors, Charles Alluto, Doug Cole, Brenda Frank, James Gattoni, Rohit Lal, Stephen Lux and John Shrodenbach. Information concerning their principal occupations, their service with Proficient and other matters which maybe of interest are contained in the proxy statement. On behalf of everyone here at Proficient, I thank you, our stockholders for your support. Brad, would you now present your report on the vote.

Yes, not less than 15,531,094 shares or more than 55.9% of Proficient stock represented at this meeting have been voted for the election of each of Mr. O'Dell, Alutto, Cole, Gattoni, Lal, Lux and Shrodenbach; and Ms. Frank as Directors of the company. Not less than 24,893,308 shares or more than 89.5% of Proficient stock represented at this meeting have been voted for the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Not less than 1,805,077 shares or more than 64.8% of Proficient stock outstanding have been voted for the amendment of the company's third amended and restated certificate of incorporation. Accordingly, each of the items voted upon today as listed in the proxy statement have been approved by the company's stockholders other than proposal 3, which required the affirmative vote of the holders of 66% [indiscernible] of the outstanding shares. I'll now turn it back to Rick to conduct the Q&A and for some final remarks.

Thank you, Brad. We'll take any questions. There are no questions were submitted. I want to thank everyone for attending today's meeting and for your interest in and support of Proficient. As we have no further business, this meeting is now adjourned.