Good morning. Welcome to the special meeting of stockholders of QXO, Inc. I will now turn the presentation over to the QXO Chief Legal Officer, Chris Signorello. The meeting will now begin. Thank you. Hello, everyone. Thank you for attending the special meeting of the stockholders of QXO. I am Chris Signorello, Chief Legal Officer of QXO. Along with the directors and my fellow executive officers of the company, I would like to welcome you to our special meeting. We appreciate your attendance, your interest, and most importantly, your support of QXO. We are excited to be hosting our special meeting virtually via webcast, which allows a greater number of our stockholders. Stockholders may submit questions at any time during this meeting in the designated field on the web portal. Questions should pertain to the proposals being considered at the meeting. At this time, I call the meeting to order and we'll cover procedural matters. In addition, I would like to acknowledge the presence of Lou Larson, who is serving as the Inspector of Election at this meeting. He has signed an oath of office promising to execute faithfully the duties of the Inspector of Election. The oath of office will be filed with the minutes of the meeting. I will now begin to go through today's formal business, followed by a review of the proposals to be acted upon. First, I confirm that the company has received an affidavit of mailing from Broadridge Financial Solutions, Inc., our proxy service provider, certifying that the proxy materials were mailed on or about May 29th, 2026 to stockholders of record as of May 26th, 2026, the record date for this meeting. Lou has informed me that a quorum is present. Accordingly, we may proceed with business. The polls for voting on all matters are open. All QXO stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide the preliminary report. The proposals to be voted on at this meeting are described in our joint proxy statement prospectus that was made available to all stockholders. I will now review the proposals. The first matter to come before the meeting is the approval of the issuance of shares of QXO's common stock to stockholders of TopBuild Corp. in connection with the Titanium merger as defined and contemplated by the agreement and plan of merger dated as of April 18, 2026 by and among QXO, TopBuild, Titanium Merger Co. Inc., and Titanium Merger Co. 2 LLC, and other shares of QXO's common stock to be issued in the mergers or reserved for the issuance in connection with the mergers. This is referred to as the QXO Share Issuance Proposal. The board of directors recommends a vote to approve the QXO Share Issuance Proposal. I will now move on to the second proposal. The second matter to come before the meeting is the approval of an amendment of QXO's Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of QXO common stock from 2 billion to 4 billion. This is referred to as the QXO Charter Amendment Proposal. The board of directors recommends a vote to approve the QXO Charter Amendment Proposal. I will now move on to the third proposal. The third matter to come before the meeting is a vote to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO Share Issuance Proposal during this meeting. This is referred to as the QXO Adjournment Proposal. The board of directors recommends a vote to approve the QXO Adjournment Proposal. Since everyone has had the opportunity to vote, the polls are now closed, and the Inspector of Election will now announce the preliminary results. Lou, can we please have the results? Based on my preliminary report as Inspector of Election, I declare that the QXO Share Issuance Proposal has been approved by the affirmative vote of the majority of votes cast by stockholders present in person or represented by proxy at this meeting and entitled to vote thereon. 2. I declare that the QXO Charter Amendment Proposal has been approved by the majority of the votes cast by stockholders present in person or represented by proxy and entitled to vote thereon. C, since QXO Share Issuance Proposal was approved, a vote to approve the QXO Adjournment Proposal will not be called. Thank you, Lou. We will file the final report of the Inspector of Election with the records of this meeting and report the results of the voting on a Form 8-K filed with the SEC. If anyone wishes to comment or ask a question, please do so through the link on the web portal. Questions and comments should be relevant to matters of concern to stockholders generally. The company will review any submitted questions after the meeting and address them directly at our earliest opportunity. Ladies and gentlemen, thank you for attending today's meeting. With the voting concluded, there is no other business to be conducted at today's meeting and the meeting is now adjourned. We are grateful for your interest and support. The event has now concluded.
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