Good morning, ladies and gentlemen. Welcome to the special meeting of stockholders for WeWork Inc, which we will refer to as WeWork or the company. I would like to introduce the Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of WeWork, Pamela Swidler. Good morning. I will act as chair for this meeting. On behalf of our executive management team and the board of directors, I'd like to thank you for your ongoing support of WeWork and welcome you to the meeting. This meeting will now officially come to order. I will now conduct the formal business of the meeting as set forth in the company's notice of special meeting of stockholders and the company's definitive proxy statement filed with the SEC on April 13th, 2023. The polls opened today, April 24th, 2023 at 10:00 A.M. Eastern Time for voting on all matters before the meeting. You do not need to vote during the meeting if you have already voted and do not wish to vote and do not wish to change your vote. If you have not already voted and/or wish to change your vote, the polls will remain open until we finish presenting the proposal and close the polls. You may cast your vote via the web portal by clicking on the voting button and following the instructions. On the virtual meeting web portal, you will find the agenda for the meeting. We're conducting this meeting in accordance with our bylaws and our rules of conduct. Please review these rules of conduct carefully. Note that only stockholders who are logged into the meeting using their 12-digit control number will be able to vote at today's meeting. At this time, I'd like to introduce Steven Vacante, a representative of Continental Stock Transfer and Trust, who's been appointed to serve as the inspector of election at today's meeting. Steven Vacante has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Only WeWork stockholders of record at the close of business on April 7th, 2023, or holders of a valid proxy for today's meeting are entitled to vote at today's meeting. The inspector of election has a complete list of the holders of record of the company's Class A common stock and Class B common stock as of the record date for the meeting, which stockholders who have entered a valid 12-digit control number will be able to view during this meeting on the right side of their screen. A copy of the list of stockholders will also be filed with the minutes of the meeting. I have also received an affidavit from Proxy Services Corporation certifying that mailing of the proxy materials to stockholders of record as of the record date was commenced on or about April 13th, 2023. I will file this affidavit with the minutes of the meeting. Mr. Vacante, as inspector of election, please confirm that at least the majority in voting power of our outstanding Class A common stock and Class B common stock, voting together as a single class, is present by remote communication or represented by proxy. Confirmed. Thank you. Based on that information, I therefore declare that a quorum exists, and this meeting is duly constituted for the transaction of business. We will now proceed with the formal business of the meeting. The first item of business is the adoption of an amendment to the company's Second Amended and Restated Certificate of Incorporation in the form attached to the Definitive Proxy Statement as Annex A to increase the total number of shares of Class A common stock that the company will have authority to issue from 1.5 billion shares to 4,874,958,334 shares, which we refer to as the Authorized Shares Proposal. The board of directors recommends a vote for the adoption of the Authorized Shares Proposal. The second item of business is to approve, for purposes of the rules of the New York Stock Exchange, which we refer to as NYSE, the potential issuance of more than 19.99% of the outstanding shares, including more than 1% of the outstanding shares to a related party, as defined in the rules of NYSE of Class A common stock and Class B common stock in the transactions as defined in the company's Definitive Proxy Statement, which we refer to as the Stock Issuance Proposal. The board of directors recommends a vote for the approval of the Stock Issuance Proposal. The third item of business is to approve the adjournment of the special meeting to a later date or dates if necessary or appropriate to permit further solicitation and vote of proxies if there are insufficient votes to approve any of the proposals as defined below at the time of the special meeting, which we refer to as the Adjournment Proposal and collectively with the Authorized Shares Proposal and the Stock Issuance Proposal, the Proposals. We will now allow the stockholders to commence voting. If you have not voted already, and you wish to vote on any of the proposals just described, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have already voted by telephone or Internet. We will pause for approximately two minutes before closing the polls. The time is now 10:00 AM on April 24th, 2023. The polls are now closed for voting. The Inspector of Election will count the vote. I am pleased to share the preliminary voting results and will cause the final report of the Inspector of Election to be kept with the company's records of the special meeting. Based on the preliminary results, the Authorized Shares Proposal has passed. The Stock Issuance Proposal has passed. Finally, because the Authorized Shares Proposal and the Stock Issuance Proposal have both been passed, adjournment of the special meeting is not necessary or appropriate. We expect to report the final tally of votes to be filed with the Securities and Exchange Commission within four business days in a current report on Form 8-K. Thank you to our stockholders and our board of directors for your continued support of WeWork. I now declare that the meeting is adjourned. Thanks again to everyone on the line today for participating. This concludes our special meeting of stockholders.
Loading workspace