Good morning, welcome to the Acacia Research Corporation Annual Meeting of Stockholders. I would now like to turn the conference over to MJ McNulty. Please go ahead. Thanks, Chuck. Good day. My name is MJ McNulty, I'm the Chief Executive Officer of Acacia Research Corporation. On behalf of the company, I want to welcome you, thank you for attending our annual meeting of stockholders. We're hosting this annual meeting virtually, allowing our stockholders around the world to attend, listen to the annual meeting live, submit questions, vote their shares electronically. We will now come to order for the 2026 annual meeting of stockholders of Acacia Research Corporation. I will preside as chairman over the stockholders' meeting, I hereby appoint Jennifer Graff as secretary of the meeting. The polls are currently open for voting, which you can do at any time during the meeting by clicking on the Voting button on your screen. We will close the polls after we have presented the proposals. In the event of any technical difficulties before the formal adjournment of the meeting, we will temporarily adjourn, reconvene in accordance with our bylaws. Before proceeding with the business of the meeting, I would like to acknowledge the presence and attendance of our Inspector of Elections, as well as representatives from our independent public accounting firm, Grant Thornton LLP. In order to ensure that the business of the meeting proceeds in an orderly fashion, the meeting will follow the agenda, which you should be able to see on your screen. We will also adhere to our rules of conduct for this meeting, which are available for you to view. If you do not see the agenda or the rules of conduct, please call the customer support number on the screen. Marlene Aguilar is serving as Inspector of Election on behalf of Broadridge Financial Solutions. She has taken an oath to faithfully execute her duties with strict impartiality, to the best of her ability. Ms. Aguilar is responsible for confirming the presence of a quorum, supervising the conduct of the vote, certifying the final voting results. The inspector's final report will be filed with the records of the company. I've been informed by the secretary that copies of the notice of meeting, the company's proxy statement, proxy cards were mailed to holders of record on or about May 1st, 2026. I will now ask the secretary to report the number of shares of common stock entitled to vote at this meeting, discuss the business of the meeting. Thanks, MJ. Under the company's bylaws, the presence virtually or by proxy of the holders of a majority in voting power of the outstanding shares entitled to vote constitutes a quorum. As of the close of business on April 28th, 2026, the record date for this meeting, Acacia had 96,589,132 shares of common stock outstanding and entitled to vote on all proposals, each of which is entitled to one vote. The Inspector of Election has received a certified list of holders of shares of common stock of the company issued and outstanding on such record date, constituting all of the stockholders entitled to notice of and to vote at this meeting. This list will be kept open and subject to the inspection of any stockholder during the meeting. I have presented to the Inspector of Election an affidavit attesting that a notice of meeting was mailed on or about May 1st, 2026, to each holder of the company's capital stock as of the close of business on such record date. I order that a copy of such affidavit be filed with the records of the company. The company has already given to the Inspector of Election the proxies previously received from stockholders. A preliminary tally by the inspector indicates that a quorum is present and the meeting will proceed. The presence of a quorum will be confirmed by the inspector when she completes her tally of the proxies and votes. Accordingly, I recognize the presence of a quorum for the purpose of proceeding with the business of the meeting and declare that the meeting is duly constituted for the transaction of business subject to verification of a quorum by the Inspector of Election after completion of the vote tabulation. Before we proceed with the business of the meeting, I would like to take a moment to review the procedures that will be followed during the meeting. We have three items of business on the agenda. Detailed information concerning these items of business is contained in the company's proxy statement furnished in connection with the meeting. I will first introduce each of the agenda items, then pause for voting. During this meeting, stockholders may submit questions pertaining to the business of this meeting by using the question box on the screen. Following the closing of the polls, the formal portion of the meeting will be concluded. The items of business to be voted upon at this meeting, all of which are identified in the company's proxy statement for this meeting, are as follows. Item one, the election of five directors to serve on the company's board of directors until the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified. The company has nominated Gavin Molinelli, Michelle Felman, Isaac T. Kohlberg, Martin D. McNulty Jr., and Maureen O'Connell for election as directors. The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. Item three, the approval on a non-binding advisory basis of the compensation of our named executive officers. All such agenda items have been duly placed before the meeting. I have received a written motion for each proposal to be voted upon at the annual meeting, each of which has been seconded in writing, and each of which call for the approval of these proposals. Again, the polls are open for voting. If you have already voted by proxy by submitting the proxy card previously sent to you do not need to vote unless you wish to change your vote. I will pause briefly for voting. If there are no other stockholders desiring to vote, I declare the polls closed. All votes and proxies are now in custody of the Inspector of Election. We will announce the official results of the meeting in a report to be filed with the SEC in the next few days promptly after the vote tabulation has been certified by the Inspector of Election. Thank you, Jennifer. This concludes the formal portion of the meeting. I hereby declare this meeting adjourned. We received some questions in advance of the meeting, which we'll now address. We will review whether any questions pertaining to the business of this annual meeting have been submitted by stockholders during the meeting. As we mentioned previously, we've received questions from some of our shareholders. Before we address those, the management team here at Acacia would like to express our gratitude for the open, active, and constructive dialogue with all of you. We're stewards for your capital, and we're enthusiastic to explain our vision for building the business, and we enjoy hearing ideas on potential acquisition targets. In terms of the questions specifically, we've attempted to group them into a few topics and provide answers that, in some cases, incorporate more than one question. If, after we've provided these responses, there remains some clarification points, we'd be happy to have any follow-up calls. We've grouped the questions received into the following categories: business strategy, board composition, executive incentives, and capital allocation. Let me start with business strategy because it provides a helpful backdrop for the other topics. As we've mentioned, Acacia operates a value-oriented, acquisition-driven business model. Potential acquisitions are attractive for us when we see, first, an ability to acquire a company at a valuation below what we believe is its intrinsic value. Second, tangible line of sight operational improvement opportunities. Third, a path to making the business more strategic in its markets. Thus far, we've acquired companies in niche markets with attractive market shares and attractive distribution advantages, all of which have operational improvement opportunities. Printronix, our longest-held business other than intellectual property, is a good example of this. When that business was acquired, it was in structural decline and burning cash. However, Printronix has had and continues to have high market share, a high-quality product catalog, and an attractive distribution position. During our ownership, we've turned the cash burn into cash flow, we've significantly reduced costs, and have positioned the business to take advantage of its distribution network through the continued sale of our consumables product line. As a result, during the 12 months ended March 31st, the business generated approximately $4.8 million in free cash flow, representing a 15% cash flow yield on our acquisition cost. We're also working to use our distribution channel to disseminate new products to our customer base and enhance the margin profile and earnings potential of the business. While Printronix is small relative to Deflecto and Benchmark and other opportunities we're evaluating, we view it as a good example of how we approach operational improvement to generate value for our shareholders. Ultimately, we're capital allocators, and as we acquire and improve our businesses, we evaluate whether those businesses are worth more to own or whether they're more valuable to somebody else. Our business model requires time, attention, and effort to get our businesses to that point. Like all our assets, we would always be open to evaluating the sale of Printronix if an attractive opportunity emerged. For now, however, our focus remains on enhancing its cash flow generation and long-term value. We also received questions regarding our Bitcoin-backed lending strategy. This activity is best viewed as a treasury management initiative rather than a core business strategy. We committed up to $20 million of purchasing secured commercial loans collateralized by Bitcoin because we believe the loans offer a very attractive risk-adjusted return profile. The loans are originated at a conservative 50% loan-to-value ratio and secured through a three-party multi-signature cold storage vault with servicing provided by an affiliate of Unchained Capital. The underlying infrastructure is engineered for institutional-grade security with key safeguards such as no rehypothecation. To ensure that this activity does not distract management from our primary focus of acquiring and operating businesses, we engaged Build Asset Management to provide operational and administrative support. At the end of March, the outstanding balance of these loans was approximately $8.1 million. While we remain interested in the opportunity set to enhance the value of the cash we have on our balance sheet, it is not a part of Acacia's core strategy or material driver of Acacia's performance. Next, we received a question about book value and how investors should think about the value of Acacia. At the end of March, our reported book value, including non-controlling interests, was approximately $567 million, or $5.87 per share. Book value is an important reference point, but we do not believe it fully captures the intrinsic value of our business. When evaluating our operating companies, we consider earnings power, cash flow generation, comparable public company valuations, and precedent transaction values. Based on those factors, we believe the intrinsic value of Acacia exceeds both our reported book value and our current market valuation. Although we do not publicly provide a specific estimate of intrinsic value. Turning to board composition and governance, several shareholders asked about the changes to our board. As previously disclosed, Jeff Ramin chose not to stand for re-election due to personal reasons and increasing commitments on other public company boards. Jeff notified the company that he does not intend to stand for re-election after being appointed to the board of a significantly larger public company whose strategic focus is more closely aligned with his interests. Our board is actively searching for a highly qualified independent director candidate to fill this vacancy. Given our acquisition-driven business model and operational orientation, we do not want to make this decision in haste. In the meantime, and consistent with the company's corporate governance guidelines, that the board will be comprised of a majority of directors who are independent. The Nominating, Governance, and Sustainability Committee has recommended that Ajay Sundar, who is a Starboard Value representative, not stand for re-election at the 2026 annual meeting. If and when the company appoints a fourth independent director to the board, the company expects to appoint Mr. Sundar or another Starboard Value representative to the board in conjunction with such independent director appointment. We also received questions regarding executive compensation and alignment with shareholders. First, we were asked about the stock awards recently reported by management. These awards were not newly issued grants, but rather the vesting of performance-based restricted stock units awarded in 2023. The vesting was tied to a multi-year performance goal based on compound annual growth rate of Acacia's adjusted book value per share, and the Compensation Committee's certified achievement of those goals earlier this month. Second, we were asked which performance metrics named executive officers other than the CEO are held to. As explained in our proxy, our Compensation Committee determined 2025 bonuses for executive officers other than the CEO based on a subjective assessment of performance as opposed to specific performance metrics that contributed to the achievement of the company's strategic objectives, performance, and the total compensation and compensation mix of each executive officer. In determining bonus payouts, each executive's potential annual bonus range, as determined each year by the Compensation Committee and disclosed in our proxy, is considered as a starting point, recognizing that the combination of factors previously noted may result in a bonus payout outside the potential range. More broadly, our Compensation Committee regularly reviews our executive compensation structure to ensure alignment with shareholder interests. Compensation consists of a mix of salary, annual cash incentives, and long-term equity incentives, including a heavy mix of PSUs designed to reward value creation over time. Importantly, we'd like to remind shareholders that members of management have invested significant personal capital into Acacia shares outside of compensation programs, further aligning their interests with those of shareholders. Finally, we received several questions regarding share repurchases and capital allocation. We understand why this topic is important to shareholders, particularly given the relationship between our stock price, book value, and our view of intrinsic value. As a reminder, under our current management team and board, Acacia completed a $20 million repurchase program that was authorized in 2023 and completed in 2024. Since that program concluded, we've continuously evaluated additional repurchases alongside other capital allocation opportunities. Those evaluations include consideration of preserving our valuable tax attributes, maintaining adequate liquidity for acquisitions and opportunities in our pipeline, and assessing the relative returns available from alternative uses of capital. The decision to reauthorize a repurchase program ultimately rests with our board of directors. While we recognize the potential benefits that shareholders have identified, including increasing ownership concentration among long-term investors and potentially enhancing per-share value, we continually weigh alternatives to determine the best options for generating the highest long-term returns for shareholders. We'll continue to evaluate share repurchases alongside acquisition opportunities and other capital allocation alternatives with the objective of maximizing long-term shareholder value. Management is incentivized to pursue this objective consistent with its fiduciary duties, supported by our long-term incentive program and significant personal stock ownership. In closing, we appreciate the engagement and thoughtful questions from our shareholders. Our team has endeavored to provide a great degree of transparency to shareholders with the goal of earning your trust and confidence. We remain focused on disciplined capital allocation, operational improvement across our businesses, and creating long-term value for all owners of Acacia. If there are additional questions following today's call, we'd be happy to continue the dialogue. This concludes our proceedings. Thank you for your attendance. The meeting has now concluded. Thank you for your participation. You may now disconnect.
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