CBIZ, INC. Special Meeting of Stockholders - REKOR SYSTEMS INC
Good morning ladies and gentlemen and welcome to the special meeting of the stockholders of CBiz Inc. This meeting is now called to order. I'm Rick Burdick, Chair of the Board of Directors of CBIZ. I will preside as chair of this meeting. I would like to introduce Lita Huddleston, Senior Vice President, Chief Legal Officer, and Corporate Secretary of CBizz, who will serve as Secretary of this meeting. The Secretary has been provided with a list of our stockholders entitled to vote at this special meeting, who were holders of record of common stock as of the close of business on September 16, 2026, the record date for determining the holders of commonstock entitled to notice of and to vote as this special meeting. The Secretary has also been provided with an affidavit of mailing from Broadridge attesting that the notice of this special meaning of stockholders and related proxy statement was first mailed on September 21, 2026 to our stockholders of record as of the record date. I direct this affidavit to be filed with the minutes of this meeting. A copy of our proxy statement is available on the special meeting website and the SEC's website. Anthony P. Caridio of the Caridia Group has been duly appointed as Inspector of Election for today's meeting. Mr. Carrillo duly executed the oath of inspector of election, which will be filed with the minutes of this meeting. We are conducting this meeting in accordance with our charter bylaws and conduct of meeting guidelines for the special meeting of stockholders. The conduct of meeting guidelines, agenda, and complete list of CBIS stockholders entitled to vote at this meeting are available on the meeting website. Ms. Huddleston will now report on the number of shares of CBiz represented by proxy at the meeting? Mr. Burdick, the Inspector of Elections has confirmed that proxies have been received by 40,430,774 shares of SBiz common stock, which represents a majority of the shares of CBS common stock entitled to vote at this special meeting. Therefore, there is a quorum for all action to be taken at the meaning. The meeting is duly constituted and we may now proceed with the business of the meeting as a reminder the stockholders attending the virtual meeting can vote their shares online once the polls are opened through the closing of the polls by logging on to the meeting website as a stockholder and clicking vote here button on their screen if you have previously voted by proxy and do not wish to change your vote your vote will be cast as you previously instructed and no further action is required it is now 8 02 a.m eastern time and the polls are now open i will state each proposal to be considered and voted on by the stockholders in order the first item of the agenda to be considered and voted by the stakeholders is the proposal to adopt the agreement and plan of merger dated as of july 28 2026 by and among cbiz inc viking parent co-inc and viking merger co-ink as described in the proxy statement which we refer to as the merger agreement proposal information information concerning this proposal including a copy of the merger agreement is set forth in the proxies statement the merger agreement and the transactions included in the merger have previously been unanimously approved declared advisable and recommended by the board of directors the board of directors unanimously recommends a vote for the approval of the merger agreement proposal the second item on the agenda will to be considered and voted on by the stockholders is the proposal to approve by non-binding advisory vote the compensation that may be paid or become payable to see business named executive officers that is based on or otherwise relates to the transactions including the merger as described in the proxy statement which we refer to as the merger related compensation proposal information concerning this proposal including an estimate of the compensation that may become payable is set forth in the proxy statement the board of directors unanimously recommends a vote for the merger-related compensation proposal a third and final item on the agenda is the proposal to adjourn the special meeting to a later time or date, if necessary or appropriate, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies in favor of the merger agreement proposal if there are insufficient votes at the time of the special meeting, to approve such proposal, as described in the proxy statement which we refer to as the adjournment proposal the board of directors unanimously recommends a vote for the adjourned proposal and it is now 8 0 5 a.m eastern time and the polls are now closed i asked for miss huddleston to now provide a report of the voting results as received from the inspector of election mr chair i have received the preliminary voting results from the inspector of election based on the proxies received as of the opening of the polls at today's meeting. Based on these preliminary voting results, the first and second proposals have been approved. Because there was a sufficient number of votes to approve the merger agreement proposal, the third proposal regarding adjournment is not necessary. All votes are subject to final count certified by the Inspector of Elections. We will report the final voting results on a Form 8K filed with the SEC within four business days from today's meeting. Thank you for attending today's meeting. There being no further business to come before the meeting, I will now entertain a motion to adjourn. Mr. Chair, I move that the meeting be adjourned. Mr. Secretary, I second the motion. Ladies and gentlemen, on behalf of the Board of Directors, we stand adjourned. Thank you for attending today's meeting. This now concludes the CBiz, Inc. special meeting of stockholders. Thank you, for joining, and have a pleasant day.
- Company
- REKOR SYSTEMS INC
- Keywords
- REKOR SYSTEMS INC