Annual General Meeting Transcript - APLD 2026-11-04

Operator

Thank you for standing by, and welcome to the 2026 Annual Meeting of Stockholders of Applied Digital Corporation. I will now turn the call over to Wes Cummins.

Wes Cummins, CEO

Good morning, and welcome to the 2026 Annual Meeting of Stockholders of Applied Digital Corporation. My name is Wes Cummins, and I am Chairman of the Board of Directors and Chief Executive Officer of Applied Digital, and I will be chairing this meeting. I want to thank all of you who have joined us today. Now I call the meeting to order. First, please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder which is not specified in the notice of the meeting must be submitted in writing in advance to the secretary of the company, and that the notice must meet certain requirements. The company did not receive any such notice, and as such, voting will be confined only to the proposals outlined in the proxy statement. Second, any non-historical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties included in the risks that the company has cited in its most recent annual report on Form 10-K and its quarterly report filings on Form 10-Q with the Securities Exchange Commission and that Applied Digital typically cites in its press releases. Please refer to the agenda for today's meeting, which lists the order of business for the meeting and our rules of conduct and procedures for the meeting. These documents can be found under the meeting materials section on the meeting page. The rules of conduct and procedures explain how we will conduct the meeting. We ask that all participants abide by these rules. Now, moving on to the business portion of today's meeting, Mark Chavez, our general counsel and chief compliance officer, will act as secretary of this meeting. I would now like to move on to the main business of the meeting. After all items have been presented, there will be an opportunity for questions regarding the proposals. The polls are now open. As a reminder, stockholders attending this meeting can book their shares online through the closing of the polls by logging into the meeting website of the stockholder and clicking the 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. The Board of Directors set September 8, 2026 as the record date to determine stockholders entitled to notice of and to vote at this stockholders meeting. A list of stockholders as of this date is available for inspection by stockholders using the stockholder list link found by clicking the browser test button at the bottom of the meeting page. A duplicate list has been on file at the principal place of business of the company for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period during normal business hours. Broad Ridge Financial Services has delivered an affidavit as to the distribution of the notice of the meeting, which states that on September 25, 2026, notice of the meeting, together with the related proxy materials, was distributed to all stockholders of record as of close of business on September 8, 2026, the record date for the meeting. This affidavit is available if any stockholder wishes to examine it and will be maintained with the minutes of this meeting. In addition, I have been advised by the inspector of elections that a majority of the companies issued in outstanding shares entitled to vote at this meeting are represented and we have a quorum. Accordingly, this meeting has been properly convened. We may now proceed to transact the business for which this meeting has been called. We will now proceed to the first items of business. The first item of business is the election of directors, each for a term ending at the next annual meeting of our stockholders. There are six total board nominees as follows. Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller, and Richard Notenberg. Our board recommends a four vote for each of these nominees. The second item of business This is the ratification. Of the appointment of CBIS CPS's PC as the company's independent registered public accounting firm for fiscal year 2027. Our board recommends a vote for this proposal. The third item of business is an advisory vote to approve the compensation of the company's named executive officers. Our board recommends a vote for this proposal. The final item of business. Is the approval of the adjournment of the annual meeting in the event that there are insufficient votes for or otherwise in connection with the approval of any one or more of the foregoing proposals. Our board recommends a vote for this proposal. At this time, I would like to open the meeting to any questions relating to the proposals or the company in general. Please refer to the rules of conduct and procedures for information regarding the question and answer session. In order to allow for broad participation, we are asking you limit the number of questions to three per stockholder.

Operator

At this time, there are no questions logged into the system.

Wes Cummins, CEO

Since there are no questions, I hereby declare the polls closed and direct the inspector of election to tabulate the votes.

Operator

The Secretary... The votes have been... Sorry, the...

Wes Cummins, CEO

The votes have been counted and we will now report the preliminary results of the matters voted upon today. I now ask the Secretary to please report the preliminary voting results.

Mark Chavez, General Counsel

Inspector, the election has informed me that on a preliminary basis with respect to Proposal 1, All six director nominees were elected as directors of the company until the next annual meeting of our stockholders. With respect to Proposal 2, stockholders have ratified the appointment of CBIS, CPASs, PC as the company's independent registered public accounting firm for fiscal year 2026. The, with respect to proposal number three, stockholders have advised that they approve the compensation of the company's named executive officers with respect to proposal four. Stockholders have approved adjournment of the annual meeting in the event that there are insufficient votes for or otherwise in connection with the approval of any one or more of the foregone proposals. All votes are subject to final count certified by the Inspector of Election. We'll report the final vote results on Form 8K filed with the SEC within four business days after today's meeting, and a written report of the matters voted on today will be provided by the Inspector of Election and included in the minutes of the meeting.

Wes Cummins, CEO

Thank you. This concludes the business of the meeting today. I want to thank all of you for attending today's meeting virtually and for your continued support. This meeting is now adjourned.

Operator

This concludes today's meeting. You may now disconnect.