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AMZE · Amaze Holdings, Inc.
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$0.03 -0.05 (-66.49%) At close · Sep 30
Market Cap
$2.33M
Shares
20.82M
Volume · Sep 30 18.46M Avg daily vol (47 sessions) 10.1M
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Annual General Meeting · 2026-06-12

Amaze Holdings, Inc. (AMZE) June 12, 2026 Annual General Meeting Transcript

Concluded Jun 12, 2026 Audio replay
Jun 12, 2026 11:56 9 turns
Period
2026-06-12
Runtime
11:56
Sources
2 artifacts

Transcript & audio

11:56 Audio
Aaron Day CEO

It is now 11 a.m. Eastern Time on June 12, 2026. Will the meeting please come to order? I am Aaron Day, Chief Executive Officer and member of the Board of Directors of Amaze Holdings, Inc., and along with Jill Krutz, Amaze CFO, I would like to welcome you to our 2026 Annual Meeting of Stockholders. We appreciate your attendance, your interest, and most importantly, your support of Amaze. This Annual Meeting of the Stockholders is held in pursuant to the bylaws of Amaze and Notice of Annual Meetings of Stockholders. You are participating in the meeting virtually. We are pleased to again hold our annual stockholders meeting virtually as we aim to increase access and participation. On the left-hand side of the registration page for the virtual annual meeting, you will see links to the notice of annual meeting of stockholders and the 2026 proxy statement for the 2026 annual meeting as previously filed with the SEC on April 30, 2026, and agenda and the meeting conduct standards and procedures. If you are a registered stockholder of AMAZE and would like to view the list of stockholders on the record date for this meeting, please submit your request after you have entered the meeting. We will take care of the formal business of the 2026 annual meeting first, then we will adjourn the formal portion of the 2026 annual meeting. After dealing with a few procedural matters, we will take up the items to be acted upon. If a technical disruption occurs that prevents us from continuing the meeting and the polls have been open, but the meeting is not adjourned, the polls will be closed immediately. Votes received prior to the time the polls were closed will be counted. The meeting will not be reconvened, and the results will be announced publicly. I will act as the chairman of the meeting, and Joel Krutz, Amaze's chief financial officer, will serve as secretary of the meeting and take the minutes. In attendance today is myself, Aaron Day, Amaze Chairman and CEO, and Joel Krutz, Amaze's Chief Financial Officer. In addition, Joel Krutz will serve as the Inspector of the Election for this meeting. I request that he file his oath of office for inclusion in the minutes of this meeting. Will the Secretary please report on the proof of mailing of the Notice of Annual Meetings of Stockholders?

I have an affidavit of mailing from Broadridge Proxy Services certifying as to the giving of notice of this meeting and the sending to shareholders of record as of October, April 16, 2026, the 2026 proxy statement, which Broadridge Proxy Services commenced distributing to stockholders on for about April 30, 2026.

Aaron Day CEO

The notice of meeting and the affidavit of mailing will be filed with the minutes of this meeting. the secretary has the list of the holders of record of common stock of amazed at the close of business on april 16th 2026 the record date for this 2026 annual meeting this list of stock holders has been open for examination at the company's executive offices for for any purpose relevant to this meeting during ordinary business hours beginning two days after the given giving of notice the 2026 annual meeting of stockholders the secretary will please file a copy of the list of stockholders with the records of a maze for this 2026 annual meeting of stockholders. Mr. Crutch, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?

Yes, Mr. Chairman, on April 16, 2026, the record date for this 2026 annual meeting, they were outstanding and entitled to vote a total of 45,007,402 shares of common stock 2,750 shares of series B preferred stock entitled to a total of 26,543 votes and 5,350 shares of series C preferred stock entitled to a total of 46,522 votes at least 33.3 percent of such shares of common stock are represented by proxy thus constituting a quorum for the shares of common stock. A quorum is present for all proposals at this 2026 annual meeting of stockholders.

Aaron Day CEO

Thank you, Mr. Kretz. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and quorum is present. Accordingly, this 2026 annual meeting of stockholders has been properly convened. The polls for voting on all matters are open. All holders of a May stock entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and you have not yet voted, or if you want to change your previously cast vote, please do so via the Vote My Share link on the registration page. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the Inspector of Election will provide his preliminary report. We'll move now to review of the proposals that set forth on the notice of annual meetings and accompanying 2026 proxy statement. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing seven directors for a term expiring at the 2027 annual meeting of stockholders. The nominees are Aaron Day, Peter Deutschman, Eric Doan, Amber Polly-Gahn, Sandra Hawkins, Michael Pruitt, and Dave Yaculo. Information concerning their principal, occupations, skills, and qualifications, and other matters which may be of interest or are contained in the 2026 proxy statement for the 2026 annual meeting as previously filed with the SEC, a link to which is on the registration page. No other nominations were received prior to the deadline established in our 2026 proxy statement. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. We will now move on to the second proposal. The next matter to come before the meeting is the ratification of the appointment of Whipley LLP as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of Whipley LLP to serve as Amaze's independent registered public accounting firm and to audit its financial statements for the fiscal year ending December 31, 2026. Proposal 3 asks stockholders to approve the company's 2026 equity incentive plan. The Board of Directors recommends the approval of the 2026 Equity and Incident Plan. Proposal 4 asks stockholders to approve for purpose of complying with Section 713A and Section 713B of the New York Stock Exchange American Company Guide the issuance of shares of our common stock upon conversion of senior secured original issued discount convertible notes in excess of the 19.9% exchange cap contained therein. As further described in our 2026 proxy statement, the Board of Directors recommends the approval of this proposal. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal. Proposal 5 asks stockholders to approve an amendment to our Articles of Incorporation as amended to increase the authorized number of shares of common stock from $100 million to $750 million. The Board of Directors recommends the approval of this proposal. Proposal 6 asks stockholders to approve, on an advisory basis, the compensation paid to AMAZE's named executives. The Board of Directors recommends the approval of this proposal. Proposal 7 asks stockholders to vote, on an advisory basis, on how frequently their advisory vote on executive compensation should be held, every one year, two years, or three years. The Board of Directors recommends vote to approve an advisory vote on the compensation of our executive officers every three years. Proposal 8 asks stockholders to approve, allowing the Board of Directors to adjourn the 2026 annual meeting to a later date or, if necessary, to permit further solicitation and votes of proxies. the Board of Directors recommends that stockholders approve the adjournment of the 2026 annual meeting to a later date or dates, if necessary, to permit further solicitation and votes of proxies if, based upon this tabulated vote at the time of the 2026 annual meeting, there are not sufficient votes to approve any proposal. There being no more proposals to be considered at this 2026 annual meeting of stockholders, we'll move on. The polls are about to close.

Operator

So if you have not yet voted, please do so.

Aaron Day CEO

Since everyone has had the opportunity to vote, the polls are now closed. The inspector of election has delivered his preliminary report and he will now announce the preliminary results.

Thank you, Mr. Chairman. So based on the inspector of elections preliminary report, A, each of the nominees for director received more than 92% of the votes cast in favor of his or her election and has been elected as a director of AMAZE to hold office until the 2027 annual meeting of stockholders or until his or her successor has been duly elected and qualified. B, the ratification of the appointment of Whitley LLP as Amazes' independent registered public accounting firm received more than 98% of the votes cast in favour of the appointment and their appointment has been ratified. C, the approval of the 2026 equity incentive plan received more than 84% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. D, the approval of the A&M stock upon conversion of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap received more than 87% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. e the approval of an amendment to our articles of incorporation as amended to increase the authorized number of shares of common stock from 100 million to 750 million received more than 79 percent of the votes cast in favor of the proposal for this reason the proposal has been approved the approval sorry f the approval on an advisory basis of the compensation paid to amazes named executive officers received more than 86% of the votes cast in favor of the proposal. For this reason, the proposal has been approved. G, the approval on an advisory basis of the frequency of the advisory vote on executive compensation to be held every one year, two years, or three years received approximately 49% of the votes cast in favor of year one, 2% of the votes cast in favor of year two, and 48% of the votes cast in favor of three years. The adjournment proposal was moot as there were sufficient votes to approve proposals 1, 2, 3, 4, 5, 6, and 7.

Aaron Day CEO

Thank you. We will file the final report of the Inspector of Elections with the records of this meeting. We expect to report the results of the voting on a Form 8K to be filed with the SEC within four business days of this meeting. A link to this Form 8K will also be posted on Amaze's corporate website under the Investors tab. That concludes the business for the meeting. The meeting is now adjourned. On behalf of the Board of Directors, management, and our employees, I would like to thank all of you for the continued interest and support you have shown in the maze.

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