Super League Enterprise, Inc. Common Stock AGM 2026
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Transcript
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Good day, everyone, and welcome to the Super League Enterprise annual meeting. Now I'll turn the call over to your host, Chief Financial Officer, Clayton Haynes.
Please go ahead. Good morning, ladies and gentlemen, and welcome to the Super League Enterprise 2026 annual virtual meeting of stockholders.
My name is Clayton Haynes, and I am Chief Financial Officer at Super League Enterprise. The board of directors and management appreciate your interest in attending today's virtual meeting. We are holding this meeting virtually to allow all of our stockholders to conveniently attend today's stockholder meeting without the necessity of physically attending the meeting in person. Before we begin the formal meeting, I would like to review a few preliminary matters. Today's meeting will consist only of the formal portion of the meeting. Although we do not have time allotted for a question and answer session during today's meeting, we welcome questions from stockholders or proxy holders currently in attendance on the webinar page at www.virtualshareholdermeeting.com/sle2026.
To post a question, simply type your question in the Ask a Question box located on the left portion of the webinar page. We plan to address appropriately submitted questions during our third quarter earnings call, which will take place in November. As always, stockholders are welcome to reach out directly to the company at any time by utilizing the contact information on the company's IR website. Registered stockholders may still vote during the business portion of the meeting by clicking on the Vote Here button in the center of the webinar page. Registered stockholders are those holding shares of Super League Enterprise stock as of the close of business on August 17, 2026, in their name at our transfer agent, Equiniti. The rules of conduct for this meeting are posted on our website and on the left side of the webinar page for this meeting under the heading Materials.
Please note that this meeting is being recorded. However, no one attending is permitted to use any visual or audio recording device or otherwise to record and distribute a recording of this meeting or parts thereof in any fashion whatsoever. Please be aware that some of the comments made during this meeting may include forward-looking statements within the meaning of the federal securities laws. Statements about the company's beliefs and expectations containing words such as may, will, could, believe, expect, anticipate, and similar expressions constitute forward-looking statements. These statements involve risks and uncertainties regarding the company's operations and future results that could cause Super League Enterprise results to differ materially from management's current expectations.
The company encourages you to review the safe harbor statements and risk factors contained in the company's filings with the Securities and Exchange Commission, including, without limitation, the company's most recent periodic annual and current reports on Form 8-K, 10-Q, and 10-K, and other periodic reports which identify specific risk factors that may cause actual results or events to differ materially from those described in any forward-looking statements. The company does not undertake to publicly update or revise any forward-looking statements after this meeting. We will now commence with the formal portion of today's meeting, beginning with the formal call to order. I hereby call the 2026 annual meeting of stockholders of Super League Enterprise, Inc. to order. Again, it is my pleasure to welcome all of you to our virtual 2026 annual meeting of stockholders.
As I previously mentioned, my name is Clayton Haynes, and I serve as the Chief Financial Officer of Super League Enterprise, Inc. and I will function as both Chair and Secretary of the meeting. This meeting is being held virtually. As a result, you may access a copy of the agenda online at www.virtualshareholdermeeting.com/sle2026, or simply click on the Materials heading on the left side of your webinar page. A copy of our proxy statement and annual report is also available online at ir.superleague.com. As indicated in the agenda, the agenda items for the meeting include an introduction of certain of the company's Directors, Officers, and service providers who are also in virtual attendance, confirmation of a quorum, review of the proposals outlined in the company's proxy statement, tabulation of the votes by our designated Inspector of Elections, and adjournment of the meeting.
Jack Kennedy of the law firm Disclosure Law Group, the company's outside securities and corporate counsel, has been appointed to serve as the Inspector of Elections for the meeting. Next, I would like to introduce those members of our Board of Directors, executive management team, and independent audit firm and identify those who are in attendance today. The following members of our Board are currently in attendance at this meeting: Matthew Edelman, Bant Breen, Marti Frucci, Robert Kalutkiewicz, and Hunter Williams. Lastly, Jordan Ghafari from WithumSmith+Brown PC, our independent audit firm, is also in attendance. Proxies to vote at least one third of the outstanding shares entitled to vote on all matters have been received from our stockholders. This constitutes a quorum. A list of our stockholders as of the record date on August 17, 2026, has been compiled and certified by the company's Inspector of Elections.
A copy of the notice of the annual meeting was mailed to stockholders on or about September 25, 2026, as well as copies of the company's proxy statement and annual report on Form 10-K for the year ended December 31, 2025, each of which is also available online at www.proxyvote.com, or if you are logged in to the virtual meeting platform by clicking the Investor Resources button. This annual meeting is now declared lawfully and properly convened. Most of the company's stockholders have already voted by way of proxy. Any registered stockholder as of the record date who has not voted by proxy or who otherwise desires to vote by online ballot may do so now by voting online at any time prior to the closing of the meeting by accessing www.virtualshareholdermeeting.com/SLE2026 and following the instructions to register online.
At the end of the voting, the Inspector of Elections will tabulate the vote. The votes will not be tabulated until all of the proposals on the agenda have been introduced and stockholders have had the opportunity to vote on each of the proposals. The first item on the agenda is the re-election of two of our current directors, Ann Hand and Robert Kalutkiewicz, to serve as Class III directors until our 2029 annual meeting of stockholders. The director nominees who receive the greatest number of votes cast for at the meeting by the shares present, either in person or by proxy, and entitled to vote, will be elected as directors of the company. First, I will ask a stockholder to place a nomination for the board of director nominees.
I would like to nominate directors Ann Hand and Robert Kalutkiewicz to serve as Class III directors until the company's 2029 annual meeting of stockholders. May I have a second to these nominations?
I second the motion. The following persons have been nominated for election: Ann Hand and Robert Kalutkiewicz to serve as Class III directors until our 2029 annual meeting of stockholders. Are there any other nominations? As no further nominations have been made, the election of the Class III directors will now be put to a vote. Any registered stockholder who wishes to vote by online ballot may do so now by accessing the voting link provided at www.virtualshareholdermeeting.com/SLE2026 and following the instructions. Any stockholder whose shares are held in street name through a bank or broker should vote as instructed on the proxy card previously received by email or mail.
The next item on the agenda is the proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 435,859,500 shares of common stock pursuant to the terms of the Metaplanet Subscription Agreement and the Evo Subscription Agreement, or Proposal 2. I will now ask for a motion from the floor for the approval of Proposal 2.
I move that Proposal 2 be approved. Is there a second to this motion?
I second the motion. It has been moved and seconded that Proposal 2 be approved. The motion will now be put to a vote. The next item on the agenda is the proposal to approve and adopt, assuming Proposal 2 is approved and adopted, the Fourth Amended and Restated Certificate of Incorporation of Super League for the amended charter or Proposal 3, if and only if Proposal 2 is approved. I will now ask for a motion from the floor for the approval of Proposal 3.
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