Capstone Energy Plus, Inc. Common Stock AGM 2026
Review the key takeaways and the transcript of this earnings call.
- Vincent Canino serves as President and Chief Executive Officer of Capstone Energy+ as of the 2026 Annual Meeting of Stockholders.
- John Miller serves as interim Chief Financial Officer and director since February 2024.
- The Board of Directors includes Christopher Close, Robert Beard, Ping Fu, and interim Chair Robert Paulsen.
- As of the record date July 2, 2026, 32,220,718 shares of common stock and 80,000 shares of Series A convertible preferred stock were outstanding and entitled to vote, with aggregate voting power of 48,424,553 votes.
- A quorum was established with holders representing approximately 42% of voting power present virtually or by proxy.
- Three proposals were voted on: election of Vincent J. Canino and John P. Miller as Class Three directors until the 2029 Annual Meeting, an advisory vote approving executive compensation, and ratification of Ceiba CPAs as the independent registered public accounting firm for fiscal year ending March 31, 2027.
- All three proposals were preliminarily approved based on the Inspector of Election's tabulation.
- Final voting results will be reported in a Form 8-K filed within four business days after the meeting.
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Transcript
Preview the first fifteen paragraphs, organized by speaker.
Good morning, everyone, and welcome to the 2026 Stockholders Annual Meeting of Capstone Energy+, Inc. I am Vincent Canino, President and Chief Executive Officer of Capstone. Thank you for joining us today. It is my pleasure to introduce Robert Powelson, Interim Chair of our Board of Directors, who will preside over today's meeting.
Thank you, Vince. The cadence for today's meeting is as follows. We will conduct the formal business of the meeting first. After the formal meeting has been adjourned, we will provide time for stockholder questions. Stockholders may submit questions through the Ask a Question field on the meeting website. We will attempt to answer as many questions pertinent to meeting matters as time permits, and if we don't get to your question, please follow up with our General Counsel, Alfredo Gomez. It is now approximately 9:00 A.M. Pacific Time on August 20, 2026, and I hereby call to order the 2026 Annual Meeting of Stockholders of Capstone Energy+ to order. I will take this opportunity to introduce our board of directors who are participating in person today, starting with Vincent Canino, who has served as a director since March of 2024, and is our President and Chief Executive Officer.
We're also joined this morning by John Miller, who has served as a director since February of 2024 and is our Interim Chief Financial Officer. Christopher Close has served as a director since 2025 and is Chair of our Audit Committee. Robert Beard has served as director since 2025 and is Chair of the Nominating Committee and Corporate Governance Committee. Also joining us, Ping Fu, who has served as a director since 2021 and serves as a member of the Compensation Committee. I have served as a director since 2019 and as Interim Chairman of the Board since October 31 of 2025. Let me add that each of the fellow directors has played a key role in helping move the company forward, and I appreciate their resourcefulness and dedication to the company. It is also my pleasure to introduce Alfredo Gomez, our General Counsel and Secretary.
Alfredo will act as Secretary of the meeting and as Inspector of Elections and will address the procedural matters that arise during the course of our formal meeting. Good morning, Alfredo. Thank you, Rob.
Representatives of CBIZ CPAs, our independent registered public accounting firm, are expected to be present today. They will have an opportunity to make a statement if they wish, and will be available to respond to appropriate stockholder questions. I will also serve as the company's Inspector of Elections for today's meeting and have taken the required oath. Before we proceed, stockholders may submit questions through the designated fields on the meeting website. Questions pertinent to the meeting matters will be addressed subject to time constraints. Please limit questions so we can provide as many stockholders as possible an opportunity to participate. The Board of Directors fixed the close of business on July 2nd, 2026, as the record date for determining stockholders entitled to notice of and to vote at this annual meeting.
The 2026 report, proxy statement, and accompanying proxy materials were first mailed to stockholders on or about July 8th, 2026. The affidavit or other evidence of mailing will be incorporated into the minutes of this meeting. As of the record date, 32,220,718 shares of voting common stock and 80,000 shares of Series A convertible preferred stock were outstanding and entitled to vote at the annual meeting. The Series A convertible preferred stock was entitled to 16,203,835 votes when voted together with common stock as a single class, resulting in aggregate voting power of 48,424,553 votes on matters submitted to the holders of common stock and the Series A convertible preferred stock, voting together as a single class. The 333,120 outstanding shares of non-voting common stock were entitled to notice of, but were not entitled to vote at the annual meeting.
In my capacity as Inspector of Elections, I have determined that holders representing 20,293,123 votes, or approximately 42% of the voting power entitled to vote as of the record date, are present virtually or represented by proxy. Because this represents at least 33.3% of the voting power of all outstanding shares of capital stock entitled to vote at the meeting, a quorum is present, and the annual meeting is duly constituted for the transaction of business. I will now present the matters to be voted upon at the annual meeting. The Board of Directors recommends a vote for each of the three proposals described in the proxy statement. Proposal one, election of directors. Proposal one is the election of Vincent J. Canino and John P. Miller as Class III directors, each to serve until the 2029 annual meeting of stockholders or until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal.
Proposal two, an advisory vote on executive compensation. Proposal two is a non-binding advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement. Proposal three is a ratification of the appointment of CBIZ CPAs as the company's independent registered public accounting firm for the fiscal year ending March 31st, 2027. If any stockholder would like to submit a question regarding the proposal, please do so through the Ask a Question field on the meeting website. The polls are open. Any stockholder who has not yet voted or wishes to change a previously submitted vote may vote now by clicking the voting button on the meeting website and following the instructions.
Stockholders who have already voted by proxy and do not wish to change their vote do not need to take any further action. It is now 9:07 P.M. Pacific Time on August 20th, 2026. I hereby declare polls closed for the 2026 annual meeting of stockholders. Based on my preliminary tabulation as Inspector of Elections, Vincent J. Canino and John P. Miller have each been elected as Class III directors to serve until the 2029 annual meeting of stockholders, or until their successors have been duly elected and qualified. The preliminary vote report also indicates that the non-binding advisory resolution approving the compensation of the company's named executive officers has been approved.
Finally, the preliminary vote report indicates that the appointment of CBIZ CPAs as the company's independent registered public accounting firm for the fiscal year ending March 31st, 2027 has been ratified. The final voting results will be reported in the current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days after the annual meeting.
Thank you, Alfredo. There being no further business properly before the annual meeting, the 2026 annual meeting of stockholders of Capstone Energy+ is now adjourned. We will now take stockholder questions submitted through the meeting portal that are pertinent to the meeting matters.
There are no questions submitted, so we can adjourn the meeting.
Thank you all for participating in today's meeting and your continued support of Capstone Energy+.
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