System1 (NYSE:SST) stockholders approved all three proposals presented at the company’s 2026 annual meeting, including a planned preferred stock issuance tied to a previously disclosed lender transaction, the re-election of three directors and the ratification of Deloitte & Touche LLP as the company’s auditor.
The virtual meeting was chaired by Tridivesh Kidambi, System1’s chief financial officer, with Daniel Weinrot, the company’s general counsel and corporate secretary, serving as secretary and inspector of elections. Weinrot said a quorum was present based on proxies received, allowing the company to proceed with the meeting’s business.
Preferred stock issuance approved
According to Kidambi, the preferred shares are intended to be issued to System1’s existing lenders pursuant to a stock purchase agreement in connection with transactions contemplated by the company’s previously disclosed exchange agreement transaction with those lenders. The board of directors unanimously recommended that stockholders vote in favor of the issuance.
No stockholder questions were submitted on the proposal during the meeting.
Three Class I directors re-elected
Stockholders also approved the re-election of three Class I directors: Michael Blend, Caroline Horn and Taryn Naidu. Each was elected to a three-year term expiring at the company’s 2029 annual meeting of stockholders, or until their successors are duly elected and qualified.
Kidambi said Blend is a co-founder of System1 and has served as chief executive officer and chairman of the board since the company’s de-SPAC merger transaction in January 2022. He has served on the company’s board, including predecessor entities, since September 2013.
Horn has served on System1’s board since January 2022, in connection with the closing of the company’s business combination. Kidambi said she has been a partner on the talent network team at Andreessen Horowitz since 2012.
Naidu has served on System1’s board since August 2023. Kidambi said Naidu has been a partner and chief operating officer at Arrington Capital since August 2023.
The company’s nominating and corporate governance committee nominated the three directors for re-election, and the board unanimously recommended votes in favor of each nominee.
Deloitte ratified as auditor
The third proposal approved by stockholders was the ratification of Deloitte & Touche LLP as System1’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
Kidambi said Deloitte & Touche has acted as the company’s auditor since 2024. He also noted that Greg Bono, a partner in Deloitte’s audit assurance group, attended the virtual meeting. The board unanimously recommended ratification of Deloitte’s appointment.
Voting results to be filed with SEC
Weinrot said the preliminary vote count showed sufficient votes in favor of all three proposals as recommended by the board. He said the final report from the inspector of elections would be included in the record of the meeting.
The company said final voting results will be filed with the Securities and Exchange Commission on Form 8-K within four business days of the annual meeting. Weinrot said stockholders could also obtain voting results before that filing by writing to him in his capacity as secretary of the company.
The meeting was adjourned at 11:13 a.m. after no other business was brought before stockholders and no questions were raised during the formal portion of the meeting.
About System1 (NYSE:SST)
System1, Inc (NYSE: SST) is a technology-driven marketing company that leverages machine learning and first-party consumer intent data to connect advertisers with potential customers. Headquartered in Venice, California, System1 focuses on developing automated, data-powered solutions to drive performance marketing across digital channels. The company’s platform captures real-time consumer insights and applies predictive analytics to optimize ad delivery and improve campaign efficiency.
The business operates through two primary segments: Consumer Acquisition and Consumer Research.
