SELECTQUOTE, INC. ANNUAL MEETING OF STOCKHOLDERS - PARK NATIONAL CORP
Good morning and welcome to the 2026 Annual Meeting of Stockholders of SelectQuote, Inc. I would like to turn the meeting over to Donald Hawkes III, Chairman of the Board of Directors. Thank you, Operator. On behalf of the board of directors and management of Select Quote, Inc., I welcome you to the two thousand twenty six annual meeting of the stockholders of of SelectQuote, Inc. We appreciate your attendance at today's virtual meeting. It is now shortly after 9 a.m. Central Time on November 10, 2026, and in accordance with the notice of the meeting, I ask that this annual meeting of the stockholders of Select Quote, Incorporated come to order. Also with me today is Tim Denker, Chief Executive Officer and Director, Matt Gunter, Chief Communications Officer, and Al Boulware, General Counsel and Secretary of the Company. Matt will serve as Secretary of today's meeting. Also present at this meeting are members of the company's Board of Directors and members of The Company Management. James Byrd and Jenny Fott of Deloitte & Touche, our independent registered public accounting firm, are also with us. Mr. Byrd & Ms. Fott will be available to answer any questions you may have regarding the audit. Also joining us today is Peter Duskovich on behalf of Broad Financial Solutions Inc., who is serving as the Inspector of Elections for today's meeting. Mr. Duskovich has taken the oath of Inspector of elections prior to this meeting. For those viewing the live webcast of our virtual meeting today, a link to an agenda for the meeting is available on the webcast. We will conduct the meeting in accordance with that agenda. Also available on the virtual meeting website is a link to the rules of conduct for today's meeting. In accordance with these rules, you should ask, and we intend to answer, only questions that are appropriate and relevant to the five proposals being considered at today's meetings. We kindly ask that all participants respect these rules so that we may conduct an orderly meeting. Prior to the start of this meeting, our online stockholder forum has been open for questions regarding the proposals on the agenda. If you have any questions about any of the five proposals on the agenda and you haven't submitted them yet, we ask that you submit them now via the Ask a Question tool on the virtual meeting platform to ensure that we have sufficient time to answer your questions before the polls close. To ensure all stockholders have an opportunity to participate, we respond to no more than two questions from any single stockholder. If you have already submitted your proxy, you need not do so again unless you wish to change your vote. For those who have not voted and wish to vote now, please go to the voting area, which you can access by clicking on the ballot box icon on the menu on the right side of your screen. Matt, has a notice of this annual meeting been given to all stockholders? Yes, it has. Under the general corporation law of the state of Delaware, an affidavit has been prepared stating that the notice of an annual meeting of stockholders to be held on November 10th, 2026 at a proxy along with voting instructions was mailed or made available on or about September 30th, 2026 to all stockholders of record at the close of business on September 18, 2026. Also, as required by the general corporation law of the state of Delaware, a complete list of stockholders entitled to vote at this meeting is available. That list and the affidavit of mailing will be filed with the records of the company pertaining to this annual meeting. As we share information today to help you better understand our business, it is important to note that we may make statements in the course of this meeting that state our intentions, hopes, beliefs, expectations, or predictions of the future. These and all other statements, except for statements of historical fact, constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Select quotes' actual results could differ materially from those projected in any forward- looking statements that may be made. We disclaim any intention or obligation to revise any forward-looking statements except as required by law. Additional information concerning factors that could cause actual results to differ materially from those contemplated by our forward- looking statements is contained in documents we file with the SEC, including but not limited to our most recent reports on Form 10-K, 10-Q, and 8-K. In particular, please refer to the risk factors described in our Form 10K for the year ended June 30th, 2026, which was filed with the Securities and Exchange Commission on August 25th, 2026. And our Form 10-Q for the period ended September 30th of 2026 which was filed with SEC on November 4th, in addition to our subsequent filings with the SEC. Is there a quorum present? Yes, the Inspector of Elections has informed the company that a majority of the shares entitled to vote are represented at this meeting in person or by proxy. Thanks, Matt. As notice of this meeting has been given to all stockholders entitled to receive such notice and a quorum is present, it is my pleasure to declare this annual meeting of the stockholders of SelectQuote, Inc. to be lawfully convened and welcome you to this meeting. I will now ask Matt to introduce the proposals. Thank you, Don. There are five proposals on the agenda today. The first proposal is to elect three Class I Director nominees, each to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. The three nominees are Timothy R. Danker, Kavita K. Patel, and Christopher Wolfe. The Board of Directors recommends a vote for each of the nominees. The second proposal is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending June 30, 2027. The Board Of Directors has recommended a vote to approve this proposal. The third proposal is the non-binding advisory vote to approve the compensation of the company's named executive officers. The Board of Directors has recommended a vote for the approval of this proposal. The fourth proposal is to approve an amendment to our Certificate of Incorporation to affect A, a reverse stock split at the ratio in the range of 1 for 10 to 1 for 20, as determined by our Board of Directors at a later date, and B, a reduction in the number of authorized shares of our common stock by a corresponding ratio. If this proposal is approved, the Board will be authorized to effect a reverse stock split at a later date if it determines that a reverse stop is made. A reverse stop split of the company's common stock would be in the best interest of the company and its stockholders. The Board of Directors recommends a vote for the reverse stop-split proposal. The fifth proposal is to approve, if necessary, the adjournment of this meeting to solicit additional proxies in favor of the reverse stock split proposal. The Board of Directors has recommended a vote for the approval of this proposal. I move that each of the proposals be approved. I second the motion. Information supporting the recommendation of the Board of Director regarding each proposal is set out in the proxy statement. If any shareholder has questions or comments specifically relating to any of the proposals, please submit them through the online portal now if you haven't done so already. We will now pause to review any questions submitted on the proposals. Again, we will only consider questions related to the five proposals at this time. No proposal-related questions have been submitted. We will now move on to the voting. If you have already submitted your proxy, you need not do so again unless you wish to change your vote. For those who have not voted and wish to vote now, please do so pursuant to the instructions on the virtual meeting platform. Thank you. to tabulate the votes and report the preliminary results of the voting. I have completed tabulating the votes. Matt, please report the votes for each of the matters voted upon today. The Inspector of Elections has provided a preliminary tabulation of votes, and based on the preliminary tabulations and reports, we confirm on a preliminary basis as follows. Regarding Proposal 1, the plurality of the votes cast at the meeting have elected each of Timothy R. Danker, Kavita K. Patel, and Christopher Wolfe to serve as directors until the 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified, subject to earlier resignation or removal. Regarding proposal 2, the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm, as described in the proxy statement, has received the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting. Regarding Proposal 3, the compensation of the company�s named executive officers, as disclosed in the Proxy Statement pursuant to the Compensation Disclosure Rules of the SEC, has received the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting. Regarding Proposal 4, the reverse stock split proposal, the holders of the majority of the outstanding shares entitled to vote have voted to adopt and approve an amendment to our Certificate of Incorporation to affect A, a reverse stock split, and B, a reduction in the number of authorized shares of our common stock by a corresponding ratio. Regarding Proposal 5, the adjournment proposal has received the affirmative vote of the majority of votes present in person or represented by proxy at this meeting and entitled to vote on the proposal. Thank you, Matt. Subject to the final tabulation of votes, I therefore can declare the following. Mr. Danker, Dr. Patel, and Mr. Wolf have been elected as class one director of the company to hold office until the 2029 annual meeting of the stockholders or until their successors are duly elected and qualified. The appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ended June 30th, 2027 has been ratified. The stockholders have voted to approve on a non-binding advisory basis the compensation of the company's named executive officers as detailed in our proxy statement. And the amendment to our Certificate of Incorporation to affect a reverse stock split and reduction in the number of authorized shares of our common stock has been approved. As a reminder, the approval of the reverse stock-split proposal does not mean the company has affected a reverse stock split of its common stock. Rather, by approving this proposal, the stockholders have authorized the board to affect a reverse stock split at a later date. If the board elects to affect the reverse stock split, stockholders will be notified in accordance with applicable law. Since the reverse-stock-split proposal was approved, this meeting need not be adjourned to solicit additional proxies in favor of the reverse stock split proposal. I will file a report on the voting related to all the proposals in the records of the meeting. That concludes the official business, and I therefore declare this annual meeting adjourned. Thank you for attending SelectQuotes' 2026 Annual Meeting of Stockholders. That concludes today's presentation. We do thank you for joining. You may now disconnect your lines.
- Company
- PARK NATIONAL CORP
- Keywords
- PARK NATIONAL CORP