Welcome to the special meeting of stockholders of Dayforce. If you are experiencing any technical difficulties that require assistance, please contact the technical support line at 844-986-0822 for U.S. callers or 303-562-9302 for international callers. I would now like to introduce David Ossip, Chair of the Board of Directors and Chief Executive Officer of Dayforce, who will act as Chair of the meeting. Mr. Ossip, please go ahead. It's 11:01 A.M. on Wednesday, November the 12th, 2025, and I now officially call the meeting to order. I will act as Chair of the meeting and Bill McDonald, Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary will act as Secretary of the meeting. I would like to welcome you to Dayforce Special Meeting of Stockholders. We appreciate your attendance, your interest, and most importantly, your support of Dayforce. This special meeting of stockholders is held pursuant to the bylaws of the company and notice provided to all stockholders. After addressing procedural matters, we'll begin to proceed with the items to be acted upon. The agenda, standards of conduct, and meeting materials are available under the Meeting Materials heading located in the lower portion of the Virtual Meeting section. We will report on the results of voting following the submission of all three proposals to a vote. At that point, the meeting will be concluded and adjourned. Please note that recording of the meeting by attendees is prohibited. With us this morning is Mike Barbera, who is serving as Inspector of Election. Mr. Barbera has signed an oath of office promising to execute faithfully the duties of the Inspector of Election. The oath will be filed with the minutes of the meeting. As stated in the proxy materials, the record date for the voting at the special meeting was September 25, 2025. Beginning on or about September 29, 2025, we mailed notice of the special meeting and the proxy materials to each stockholder entitled to vote as of the record date. If you have not already voted your shares, you have the option to do so using the Vote Here button located in the lower portion of the Virtual Meeting screen. Stockholders who have already voted electronically by telephone or by physical proxy card do not need to cast votes today unless they wish to change their vote. Bill, has the notice of meeting been duly given to all stockholders entitled to vote at the meeting? Yes, I received the affidavit of distribution from Broadridge certifying that the notice of meeting and the proxy statement were distributed commencing on or about September 29, 2025, to stockholders of record as of the close of business on September 25, 2025. Broadridge has prepared a complete list of stockholders eligible to vote. This list has been available at Dayforce headquarters during the 10 days before the meeting between the hours of 9:00 A.M. and 5:00 P.M. Eastern Time at the company's principal executive offices located at 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425. Thank you, Bill. Is there a report on quorum? Yes, I have been informed by the Inspector of Election that holders of approximately 89% of the 159,957,342 votes represented by the shares of common stock and special voting preferred stock outstanding on the record date are virtually present or represented by proxy at this meeting. Since this represents a majority of the votes entitled to be cast at this meeting, a quorum is present, and we may now carry out the official business of the meeting. On the basis of these reports, I declare that the proper notice of the meeting has been given and that quorum is present at the meeting. Accordingly, the meeting is properly convened and the business of the meeting may now proceed. I will first present each proposal to be acted on at this meeting. At the conclusion of the presentation of the proposals and after voting has been completed on all proposals on the agenda, we will close the polls. We will now turn to the proposals described in the proxy materials. The first proposal to be considered, the merger agreement proposal, is a proposal to adopt the agreement and plan of merger dated as of August 20, 2025, by and among Dayforce Inc., Dawn Bidco LLC, and Dawn Acquisition Merger Sub Inc. This is proposal one in the proxy materials. The board has recommended you vote for this proposal. The second proposal to be considered, the advisory compensation proposal, is a proposal to approve on an advisory non-binding basis the compensation that may be paid or become payable to Dayforce named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger. This is proposal two in the proxy materials. The board has recommended you vote for this proposal. The third proposal to be considered, the adjournment proposal, is a proposal to approve an adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement. This is proposal three in the proxy materials. The board has recommended you vote for this proposal. This proposal will only be brought to a vote if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. We will pause to allow any final votes to be submitted through the web portal. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual meeting screen and following the directions. Stockholders who have already voted and do not want to change their vote do not need to take any further action at this time. The polls will open now. The time is 11:08 A.M. on Wednesday, November 12, 2025, and I declare the polls now closed. Will the Inspector of Election tally the votes and report the results? Bill, have you received the preliminary report of the Inspector of Election? Yes, I have. The preliminary report of the Inspector of Election indicates the following: Proposal one, the merger agreement proposal has passed, and Proposal two, the advisory compensation proposal has passed. Because there are sufficient votes to approve the merger agreement proposal, the adjournment of the special meeting will not be necessary, and the proposal to adjourn the special meeting is therefore not brought to a vote. A full tally of the votes will be filed on a current report on Form 8-K with the U.S. Securities and Exchange Commission within four business days of this meeting. I want to thank everyone for attending Dayforce Special Meeting of Stockholders. There being no further business, Dayforce's Special Meeting of Stockholders is now adjourned. Dayforce's Special Meeting of Stockholders is now concluded. Thank you again for participating. You may now disconnect.
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