Good day, everyone, and welcome to the Jamf Holding Corp. Special Meeting of stockholders. Now I'll turn the call over to our CEO, John Strosahl. Good morning, ladies and gentlemen. I'm John Strosahl, Chief Executive Officer of Jamf, and I will act as the Chairman of this meeting. It is a pleasure to welcome you to the Special Meeting of stockholders of Jamf. This meeting was called to be held at 10:00 A.M. Eastern Time today. It being 10:00 A.M. Eastern Time, I will now call the meeting to order. We are holding today's virtual meeting as a live audio webcast to continue to facilitate stockholder attendance and to make participation accessible for all stockholders from any geographic location with internet connectivity. The virtual meeting will allow you to vote your shares online from now through the closing of the polls by clicking the Vote Here button on your screen. At this time, I would like to introduce Jeff Lendino, Chief Legal Officer and Secretary, who will serve as the Secretary for this meeting. Anthony P. Carideo, President of Carideo Group, has been certified as our Inspector of Election and will assist with the tabulation of the proxies and ballots. The Inspector of Election has filed his signed oath of office, which will be filed with the minutes of this meeting. In terms of the format for today's meeting, we will first attend to some preliminary procedural matters, followed by the voting on the business before the meeting. Upon entering the virtual meeting room, each of you was given an opportunity to review the rules of conduct and procedures found under the meeting materials link for today's meeting. To conduct an orderly meeting, we ask that you abide by those rules. I will now ask for the affidavit as to the notice for the meeting. Thanks, John. I present the affidavit from a representative of Broadridge Financial Solutions, Inc., showing that a notice of special meeting and proxy statement dated December 10th, 2025, and proxy in the form annexed to the affidavit were sent on or about December 10th, 2025, to each stockholder of record on December 9th, 2025, the record date for this meeting. In addition, there has been prepared a certified list of stockholders entitled to vote at this meeting. The certified list of stockholders entitled to vote at this meeting is available for inspection during this meeting by any attendee entitled to vote. You will need the 16-digit control number included on your proxy card or voting instruction form. To access the list, please refer to the Registered Stockholders List link at the bottom of your screen. You will need to fill out an attestation form in order to access the list. Again, if there are any stockholders or proxies for stockholders present who desire to vote during the virtual meeting, please cast your vote. You will need the 16-digit control number included on your proxy card or voting instruction form. If you have already voted by proxy, it is unnecessary to vote during the virtual meeting unless you wish to change your vote. Attending this meeting does not revoke any proxy unless you vote at this time. Voting at this meeting effectively revokes any prior proxy you may have submitted. Will the Secretary please report on the stockholders present? John, the report of attendance indicates that of the 134,076,214 shares of Jamf Common Stock outstanding on the record date and entitled to vote at this meeting, more than one-half are present in person or by proxy. The report of attendance thus indicates that a quorum is present in person or by proxy. This meeting is duly convened and properly organized, and accordingly, the formal business of the meeting may proceed. As a reminder, polls are open for voting. We will close the polls after the proposals have been presented, and the Inspector of Election will provide their preliminary report. At this time, I would ask the Secretary to present the proposals. The business to be transacted at this meeting is to vote on the proposals set forth in Jamf's proxy statement for this special meeting, which was previously sent to Jamf stockholders as of the record date. Proposal 1: To adopt and approve the agreement and plan of merger dated as of October 28, 2025, as it may be amended, supplemented, or otherwise modified in accordance with its terms, to be referred to as the merger agreement, by and among Jamf, Jawbreaker Parent, Inc, and Jawbreaker Merger Sub, Inc. This proposal will be referred to as the merger proposal. Proposal 2: To approve on a non-binding advisory basis the compensation that may be paid or become payable to Jamf's named executive officers that is based on or otherwise relates to the merger, which proposal will be referred to as the compensation proposal. Proposal 3: To approve one or more adjournments of this special meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the special meeting to approve the merger proposal, which proposal will be referred to as the adjournment proposal. The proposals are now before the special meeting. The Board of Directors of Jamf recommends that you vote for each of the three proposals. The reasons behind the board's recommendation for such proposals and other information about the proposals are all described in the proxy statement mailed to Jamf stockholders beginning on or around December 10, 2025. The adoption of the merger agreement by Jamf stockholders is a condition to the respective obligations of Jamf and Francisco Partners to complete the transactions contemplated by the merger agreement. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Jamf Common Stock entitled to vote at this special meeting. Approval of the compensation proposal requires the affirmative vote of the holders of a majority of the shares of Jamf Common Stock present virtually or represented by proxy at this special meeting and entitled to vote on the proposal. Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Jamf Common Stock present virtually or represented by proxy at this special meeting and entitled to vote on the proposal. The polls have been open for voting on the business indicated in the original notice of special meeting and proxy statement since the beginning of this meeting at 10:00 A.M. Eastern Time and will remain open until I announce their closure. The Inspector of Election will then tabulate the votes in accordance with their standard procedures, and the result of the balloting will be certified by the Inspector of Election. Upon certification, Jamf will publicly announce the results of the voting on the items presented at this meeting. Will the stockholders entitled to vote and proxies please conclude their voting? It is now 10:07 A.M. Eastern Time on January 8, 2026. As of this date and time, which the Secretary shall record in the minutes, the polls are closed. Will the Secretary please report the results of the voting? The Inspector of Election has delivered a preliminary report of voting. Based on that preliminary report, each of the proposals has received the requisite number of votes for approval. As the votes for each of the proposal number one, the merger proposal, and proposal number two, the compensation proposal, represent the requisite number of votes for approval, I hereby declare that each of proposal number one, the merger proposal, and proposal number two, the compensation proposal, has been duly approved by the stockholders of Jamf. Because of each proposal number one, the merger proposal, and proposal number two, the compensation proposal, was approved, proposal number three, the adjournment proposal, while approved, is not necessary or applicable. The Inspector of Election will complete a report of the voting and submit it to the Secretary after the meeting for inclusion in Jamf's minutes. The final voting results for this meeting will be reported on a current report on Form 8-K to be filed as required with the SEC. The business of today's meeting is now complete. We would like to express our sincere appreciation to the Jamf stockholders who attended today's virtual meeting and to all of our stockholders for their support of Jamf. I want to also give a heartfelt thank you to a world-class management team and employees who work as they do every day to make Jamf what it is and the extra work they put in to make this day possible. Thank you is also to the other members of the Board of Directors for their service to Jamf. There being no other business, I declare this meeting adjourned. That concludes our meeting today. You may now disconnect. Good.
Loading workspace