Hello, and welcome to the annual meeting of stockholders of Proterra Inc. Please note today's meeting is being recorded. During the meeting, we will answer questions related to the business of the meeting and other relevant matters. You can submit questions at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Mr. Jack Allen. Mr. Allen, the floor is yours. Thank you. Good morning, everyone. I'm Jack Allen. I'm the Chairperson of the Board, and I'd like to welcome all of you to the 2022 Proterra Annual Meeting of Stockholders. I will serve as the chair of today's meeting. I'm joined by JoAnn Covington. JoAnn is Proterra's Chief Legal Officer and Secretary, and she will serve as the Secretary of today's meeting. We decided to hold our first annual meeting of stockholders in a virtual format, but we have designed the meeting to provide stockholders with the same rights and opportunities to participate as you would have at an in-person meeting. I will now call the meeting to order and announce that the polls are open for voting. Before we get to the business of the meeting, I would like to introduce the members of our board of directors that are joining the meeting today. ML Krakauer, Roger Nielsen, Brooke Porter, Joan Robinson-Berry, Connie Skidmore, Jeannine Sargent, Mike Smith, and Gareth Joyce, who is also our Chief Executive Officer. Also joining us in today's meeting are Proterra's management team and our Vice President of Investor Relations, Aaron Chew. After the formal agenda, Aaron Chew, Gareth Joyce, and I will be available for a brief Q&A as outlined in our proxy materials. I would also like to introduce Dennis Rothman and Krishna Sharma, who are here representing KPMG LLP, our independent registered public accounting firm. Dennis and Krishna will also be available to answer questions. Also joining us is Mark Cano of Computershare, who has been appointed to act as the Inspector of Election for the meeting. He has signed an oath of Inspector of Election, and that will be filed with the minutes of today's meeting. I will now move on to the conduct of the meeting. I ask that you all review the rules of conduct posted on the virtual meeting website. This includes information about participating in the meeting, including how to ask questions. Next, I will move on to the notice of annual meeting. JoAnn has provided me with an affidavit of mailing from Computershare, certifying that the notice of Internet availability of proxy materials, which included the notice of the annual meeting, was mailed to all stockholders of record as of April 1, 2022, beginning on April 13, 2022. A copy of the affidavit of mailing will be filed with the minutes of the meeting. Now on to the list of stockholders and quorum. JoAnn has provided a list of registered stockholders entitled to vote at this meeting. It's been certified by Computershare, which is available for inspection on the virtual meeting page. A copy of the list of stockholders will be filed with the minutes of the meeting. Our first order of business today of this meeting is to determine whether the shares represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum to transact business at this meeting. Our bylaws provide that the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum for the transaction of business. Holders of 222,703,318 shares of issued and outstanding common stock are entitled to vote at today's meeting. Mark Cano, our Inspector of Election, has informed me that at least 111,351,660 shares of common stock are represented in person or by proxy at this meeting. That represents the number of shares of issued and outstanding common stock required for a quorum. Therefore, I hereby declare a quorum is present, and we may proceed with the business of the meeting. The polls continue to be open for voting. If you have sent in your proxy or have already voted, you don't need to take any further action. If you have not yet voted or if you have previously voted but wish to change your vote, you may vote by clicking on the Voting button on the virtual meeting website and following the instructions there. If there are any questions on the proposals for this meeting, which I'll be reading shortly, they may be submitted on the virtual meeting website. If there are any general questions not related to the proposals, they may also be submitted on the virtual meeting website, and we plan to address the pertinent general questions after the formal portion of the meeting has concluded. All questions must follow the guidelines set forth in our proxy statement and in the rules of conduct. Aaron Chew, our Vice President of Investor Relations, will read relevant stockholder questions at the appropriate time. He may consolidate like questions, and he may paraphrase for efficiency. The polls will close after I have read the proposals. Now moving on to the meeting proposals. There are three proposals to be voted on at this meeting, as indicated in the notice of annual meeting and proxy statement that were made available to stockholders. The first proposal to be voted on is the election of three Class One directors to serve until the 2025 annual meeting of stockholders. The three nominees for election are ML Krakauer, Roger Nielsen, and Janine Sargeant. The second proposal to be voted on is the advisory vote on the frequency of future advisory votes on our named executive officer compensation. The three frequency periods to choose from are once every year, once every two years, and once every three years. The final proposal to be voted on today is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the current fiscal year. I will now pause to see if there are any questions on the proposal. I'll ask Aaron Chew to let me know whether there are any questions related to the proposals that have been submitted. Jack Allen, there are no questions related to the proposals. Thank you, Aaron Chew. I'm gonna now pause briefly to allow stockholders to complete their voting. We will not be able to include any votes that are submitted after the polls are closed. Now that everyone has had an opportunity to vote, the business items on the agenda for this meeting are now complete, and the polls are now closed. I will now ask Mark Cano to please tabulate the votes. We now have the preliminary voting results of the meeting. Each of the nominees for director has been elected as a Class One director. Congratulations to ML Krakauer, Roger Nielsen, and Janine Sargeant. On an advisory basis, a majority of the stockholders have chosen the frequency of future advisory votes to approve our named executive officer compensation to be once every year. Finally, the appointment of KPMG LLP as the company's independent registered public accounting firm for the current fiscal year has been ratified. These preliminary results will be accepted pending a final tally to be included in a report of the inspector of election. The final vote results will be filed with the minutes of the meeting and disclosed as required by applicable SEC rules. This concludes the formal business of the meeting. I will now ask Aaron whether there are any general questions or further questions for this meeting. Jack, there are no questions. We can conclude the meeting. Okay. Thank you, Aaron. Thanks to all of you who attended today's meeting. This annual meeting of stockholders is hereby adjourned. I will now turn the meeting back over to the operator. Thank you. This concludes the meeting. You may now disconnect.
Loading workspace