Kartoon Studios, Inc. AGM 2026
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Transcript
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Welcome to the Annual Meeting for Kartoon Studios, Inc. Our host for today's call is Andy Heyward, Chairperson of the Board of Directors. I will now turn the call over to your host. Mr. Heyward, you may begin, sir.
Good morning, ladies and gentlemen. I am pleased to welcome you to the 2026 Annual Meeting of Stockholders of Kartoon Studios, Inc. I am Andy Heyward, Chairperson of the Board of Directors of Kartoon Studios, Inc., and I will act as chairperson of this meeting. It is approximately 10:00 A.M. Pacific Time on October 21, 2026, and the 2026 Annual Stockholders Meeting will now come to order. First, I would like to introduce you to the other members of our management team who are participating in person today. Michael Jaffa, our Chief Operating Officer, General Counsel, and Corporate Secretary, who will act as Secretary of the meeting, and Brian Parisi, our Chief Financial Officer. Trish Hodson of CT Hagberg LLC has been appointed to act as Inspector of Election at this meeting. Ms. Hodson has taken and subscribed to the customary oath of office to execute her duties with strict impartiality.
We will file this oath with the records of this meeting. Will Ms. Hodson please report at this time with respect to the mailing of notice of the meeting and the stockholders list, and number of shares present at this meeting?
Mr. Chairperson, I have computed the number of shares represented in person or by proxy at this meeting, and there are present in person or by proxy at this meeting, the holders of 39,600,942 shares out of the 62,204,105 shares of the company's common stock that were outstanding on the record date.
Because stockholders entitled to cast at least 33.34% of all the votes entitled to be cast at this meeting are present in person or by proxy, a quorum is present and the meeting instituted for the transaction of business. The proxies and any substitutes of proxies presented at the meeting are hereby ordered filed with the records of the company. A copy of the company's 2025 annual report on Form 10-K will be available during and after the meeting for examination by the stockholders and will be filed with the minutes of the meeting. The financial material contained in the annual report gives detailed information about the activities of the company during the fiscal year ended December 31, 2025.
Detailed information about the matters to be voted upon at this meeting is included in the proxy statement, which was made available to all stockholders of record as of the record date. We will now proceed with the formal business of this meeting. The polls are now open for voting and will remain open throughout the business portion of the meeting. We will advise you when the polls are about to close, and we encourage you to vote promptly. Our first item of business to be voted upon at this meeting is the election of six director nominees to be divided into two classes pursuant to the company's amended bylaws.
Joseph Gray Davis, David Neuman, Dr. Cynthia Turner-Graham were nominated as Class One directors to hold office until the 2027 Annual Meeting of Stockholders, and Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger were nominated as Class Two directors to hold office until the 2028 Annual Meeting of Stockholders in each case, until their respective successors are elected and qualified, or until their earlier resignation or removal. There is a brief biography of each nominee in our proxy statement for this meeting. The second term of business is a proposal to ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
The third item of business today is a proposal to approve a proposed amendment to our 2020 incentive plan, as amended, to increase the aggregate number of shares of our common stock available for awards under the 2020 plan by 4 million shares. The fourth item of business today is a proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement. The fifth item of business today is a proposal to adjourn the meeting to solicit additional proxies if there are insufficient votes at the time of the meeting to approve proposal three. This concludes the presentation of each of the business items. The polls will remain open for another minute.
Most of you have already authorized a proxy to vote your shares via regular mail, over the internet, or by phone, and we prefer that you continue to vote this way. However, you may vote now by pressing the vote button if you did not submit your proxy or want to change your vote. The polls will remain open for 60 additional seconds, commencing now. Thank you. The polls are now closed with respect to proposals one, two, three, four, and five. We will now pause while the votes are being tallied by the Inspector of Election.
Ms. Hodson? Yes. The report of the Inspector of Election covering the proposals presented at this meeting is as follows.
Number one, each of the six director nominees named in the proxy statement were elected to serve as follows. One, each of Joseph Gray Davis, David Neuman, and Dr. Cynthia Turner-Graham were elected as class 1 directors to hold office until the 2027 Annual Meeting of Stockholders, until their respective successors are elected and qualified, or until their earlier resignation or removal. Two, each of Andy Heyward, Anthony Thomopoulos, and Jeffrey Schlesinger were elected as class 2 directors to hold office until the 2028 Annual Meeting of Stockholders, until their respective successors are elected and qualified, or until their earlier resignation or removal. Number two, the appointment of WithumSmith+Brown, P.C.
as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified. Number three, the proposal to approve an amendment to the 2020 plan to increase the aggregate number of shares of common stock available for awards under the 2020 plan by 4 million shares was approved. Four, the proposal to approve, on an advisory basis, the compensation of the company's named executive officers was approved. The proposal to adjourn the meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of proposal three was approved. However, since proposal three was approved by our stockholders, we will not be adjourning the meeting to a later date.
Thank you. That concludes the business of the meeting. The meeting is hereby adjourned. On behalf of the board of directors and management of the company, I want to thank you for joining us today.
This now concludes the meeting. Thank you for joining, and have a pleasant day.
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3 people spoke on this call — only 1 are shown here.
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