Good day, everyone, and welcome to the Allbirds, Inc. special meeting. Now I'll turn the call over to your host, CEO, Joe Vernachio. Please go ahead, Joe. Good afternoon. The meeting will now officially come to order. I am Joe Vernachio, President, Chief Executive Officer, and Secretary, and a Director of Allbirds, Inc. Along with my fellow Directors and Executive Officers of the company, I would like to welcome you to the Allbirds 2026 Special Meeting. We appreciate your attendance, your interest, and most importantly, your support of Allbirds. This meeting is being held pursuant to the bylaws of the company and written notice previously provided to all stockholders of record as of the record date. The time is now 12:00 P.M. Pacific Time on June 3rd, 2026, and the polls are now open for voting on all matters to be presented at this meeting. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge Financial Solutions. This meeting is being recorded and will be archived for 12 months after the date of the special meeting on our investor relations website at ir.allbirds.com. Before we proceed with the formal business of the meeting, I'd like to introduce you to the members of the board and the management team who are with us today. The other members of the board with us virtually today are Tim Brown, Dick Boyce, Dan Levitan, Ravi Thanawala, and Lily Yan Hughes. The other members of the company's leadership team with us today are Annie Mitchell, Chief Financial Officer, and Christos Yatrakis, Chief People and Legal Officer. Christos is also serving as the secretary for today's meeting. Thanks, Joe. I would also like to introduce Amy Bowler of Holland & Hart LLP, the company's outside legal counsel, who is in attendance virtually and available to respond to appropriate questions as needed. We will now proceed with the formal business of the meeting in the order set forth in the notice of the special meeting and proxy statement. We will first present the four proposals submitted for approval by our board. We will then take questions related to the proposals after all the proposals have been presented, after which we will announce the preliminary results of the voting. As Joe mentioned earlier, the polls are open for voting on all matters to be presented. Each share of Class A common stock is entitled to one vote, and each class of Class B common stock is entitled to 10 votes. After we describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order to have it counted. If you have not voted, we encourage you to vote online now. You should all be able to access a copy of the rules of conduct for this meeting in the virtual meeting portal. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments through the text box located on the virtual meeting screen. We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. Amy Bowler will screen incoming questions, and she will read germane questions out loud before the appropriate member of management or the board of directors responds. Questions and answers may be grouped by topic, and substantially similar questions may be grouped and answered once. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Will the secretary of the meeting please report at this time with respect to the mailing of the notice of the meeting? I have an affidavit of mailing from Broadridge certifying that on May 8th, 2026, the notice of the special meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on April 13th, 2026. At this time, I'd like to introduce Katherine Wheaton, a third-party inspector of elections provided by Broadridge, who is present virtually. I am appointing Katherine Wheaton to act as inspector of election as this meeting. Katherine Wheaton has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum? I have been informed by the Inspector of Elections that proxies have been received for shares representing 26,935,007 votes out of the 31,624,606 votes, represented by the shares of Class A and Class B common stock outstanding on the record date. These votes represent approximately 85.17% of the aggregate voting power of the shares outstanding on the record date. This constitutes a quorum for the meeting today, we may now carry out the official business of the meeting. We will now proceed with the formal business of this meeting. After all the proposals have been described, we will answer germane questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are four proposals to be considered by the stockholders at this meeting. The first item of business is the approval of the sale of the purchase assets of the company pursuant to the asset purchase agreement dated March 29, 2026 by and between Allbirds, Inc. and Allbirds IP LLC. We refer to this proposal as the asset sale proposal. We have entered into the asset purchase agreement, as defined herein, to sell the purchase assets of the company, which relate to our existing footwear business and represent a significant amount of our assets. We have been operating these footwear assets at a material loss and do not believe that continuing to operate these footwear assets is sustainable or beneficial to our stockholders. Following the closing of the asset sale, the buyer in the asset sale will own the Allbirds trade name and all related intellectual property, and the brand and footwear business will continue under the stewardship of the buyer. The second item of business is the approval of an amendment to our Ninth Amended and Restated Certificate of Incorporation, which we refer to as the Charter Amendment Proposal. Because the terms of the asset purchase agreement prohibit the company from competing within the historical footwear business following consummation of the asset sale, and the anticipated post-asset sale business would be less focused on the public benefit of environmental conservation, which is stated in the company's certificate of incorporation, stockholders are being asked to approve the Charter Amendment Proposal to remove references to the company being operated as a public benefit corporation. The third item of business is the approval for the purposes of complying with Nasdaq listing Rule 5635 of the issuance of shares of our Class A common stock representing more than 19.99% upon the conversion of certain convertible notes. We refer to this proposal as the Nasdaq Proposal. We intend to continue to operate Allbirds, Inc. after the asset sale. Continue to operate after the asset sale, we intend to rename Allbirds, Inc. and operate under a new corporate name. Our board of directors has not yet made a final decision on a new name for the company. With respect to the renamed corporate entity, we're investigating potential opportunities in the computing infrastructure market, including the acquisition and monetization of graphics processing units, related high-performance computing infrastructure capable of supporting high workloads and other related assets, which we refer to as the electronics infrastructure business. In support of such business, we have entered into an agreement to sell up to $50 million in senior secured convertible notes, the proceeds of which would permit the company to purchase electronic assets and develop and expand the anticipated electronics infrastructure business. The fourth item of business is the approval of the proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with the approval of the foregoing proposals. We refer to this proposal as the Adjournment Proposal. That was the final proposal for today's meeting. We will now review if there are any germane questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals. Amy, are there any questions? There are no questions germane to the proposals. There are no questions. The time is now 12:10 P.M. Pacific Time, and the polls are now closed for voting. May we have the results of the voting? The results of the preliminary report of the Inspector of Election is as follows. The Asset Sale Proposal is carried. The Charter Amendment Proposal is carried. The Nasdaq Proposal is carried. The Adjournment Proposal is carried. We will file the final report of the Inspector of Election with the records of this meeting. We expect to report the results of voting on the current report on Form 8-K to be filed with the SEC within four business days of this meeting. This concludes the formal portion of today's meeting, and this special meeting is now adjourned. Thank you again for your attendance at today's meeting and for your continued support of Allbirds. That concludes our meeting today. You may now disconnect.
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