PSQ Holdings, Inc. (PSQH) Earnings Call Transcript & Summary

Welcome, everyone, to the 2025 Annual Meeting of Stockholders of PSQ Holdings, Inc. It is now 11 a.m. Eastern Standard Time, and the meeting will please come to order. My name is Michael Seifert, and as Chief Executive Officer, I will preside over this meeting. I welcome the directors of the company that are in attendance. And also present are Brad Searle, our Chief Financial Officer and Treasurer; Mike Hebert, our Chief Operating Officer; Randy Carlson, our Chief Technology Officer; Dusty Wunderlich, our Chief Strategy Officer; Jim Giudice, our Chief Legal Officer, General Counsel and Secretary; Andrew Weisbecker, our President of the PublicSquare Marketplace; Sarah Gabel Seifert, our President of EveryLife; Brian Billingsley, our President of Financial Technology; as well as Keri-Ann Cuadros of Continental Stock Transfer & Trust Company, the company's transfer agent, who will act as Inspector of Elections for this meeting; representatives from UHY LLP, the company's independent public accountants; and Nelson Mullins Riley & Scarborough LLP, the company's outside counsel. We have adopted -- excuse me, an agenda for our program this morning, and in accordance with the agenda, we will proceed as follows. I will conduct the official business of the 2025 Annual Meeting. During this portion of the meeting, all discussion will be limited to the official business at hand and participation will be limited to stockholders of record and their proxies. If you wish to participate in this meeting, please follow the instructions on your screen. We will now proceed to the business portion of this meeting. We have an affidavit from Continental Stock Transfer & Trust Company certifying that on or about April 28, 2025, each stockholder of record was mailed an official notice of this meeting, together with a proxy statement, proxy card, our annual report on Form 10-K for the year ended December 31, 2024, and any other material necessary to vote at this meeting. A list of the stockholders entitled to vote at this meeting has been available at company headquarters for the past 10 days. Continental Stock Transfer & Trust Company has examined the proxies received and reports that shares entitled to 25,448,886 votes or approximately 55.9% of the total votes of holders of shares of our common stock entitled to be cast at this meeting are present or represented by proxies held by Bradley Searle and myself. With that, a quorum is present, and this meeting may now proceed with its business. The company has appointed Ms. Cuadros to serve as Inspector of Elections on behalf of the company for this meeting, and she will tabulate the results of the voting. To expedite the flow of business at this meeting, we intend to adhere to the following order of business. Each of the materials and matters to be discussed and acted upon by the stockholders today will be moved and discussed in the order set forth in the proxy statement. The actual vote on each item will be deferred until all of the matters to be acted upon have been discussed. The first matter to be voted upon is the election of 2 directors to the Board of Directors to serve until the 2028 meeting. Nominations are now in order for candidates for directors to serve until the 2028 Annual Meeting and until their successors are elected and qualified.

Thank you, Michael. To put in nomination the names of the slate of directors listed in the proxy statement, I hereby nominate the following persons to be elected as directors to serve until the 2028 Annual Meeting: Blake Masters and Dusty Wunderlich.

Wonderful. Since no other nominations of persons for election to the Board of Directors were received in a timely manner pursuant to the company's bylaws, the nominations are closed. Is there any discussion regarding the nominees to the Board of Directors? Please note that the participation in this discussion is limited to stockholders of record and their proxies. All right. We will move to Proposal 2, the ratification of selection of independent public accountants. The next order of business concerns the proposal to ratify the selection of the company's independent public accountants. The Audit Committee of the Board of Directors has selected the firm of UHY LLP as the company's independent public accountants for the company's fiscal year ending December 31, 2025.

Thank you, Michael. On behalf of the Audit Committee of the Board of Directors, I move that the selection of UHY LLP as the company's independent public accountants for the 2025 fiscal year be ratified.

A motion has been made to ratify the Audit Committee's selection of UHY LLP. Is there any discussion of the proposal? Please note that participation in this discussion is limited to stockholders of record and their proxies. Wonderful. Since no other proposals for business to be transacted at this meeting were received in a timely manner pursuant to the company's bylaws, we will now proceed to vote on the previously discussed motions. The polls for voting on each matter to be voted on at this time are now open. It is not necessary for stockholders to vote by ballot if they have already sent in their proxy cards unless they wish to change their vote. If you wish to change your vote, please follow the instructions on your screen in order to change your vote at this time. [Voting]

Since the holders of the management proxies have delivered their ballot to the Inspector of Elections, I now declare the polls closed and ask the Inspector of Elections, Ms. Cuadros, to provide her preliminary report. According to the preliminary report of the Inspector of Elections based upon the proxy holders and stockholders ballots, the persons nominated for the Board of Directors have been elected to serve as directors of the company until the 2028 Annual Meeting. And the proposal to ratify the selection of UHY LLP as the company's independent public accountants has been approved. We intend to file with the SEC within 4 business days, a current report on Form 8-K to report the final voting results at this meeting. With that said, thank you all for joining us today. This concludes our 2025 Annual Meeting of Stockholders. We appreciate your time, and we look forward to speaking with you again soon.