Urgent.ly Holds 2025 Annual Meeting, Re-Elects Directors and Ratifies CohnReznick as Auditor

Urgent.ly (NASDAQ:ULY) held its 2025 annual meeting of stockholders virtually on Jan. 28, 2026, with Chairman James Micali presiding. The company noted that the meeting was being recorded and that it would conduct the formal business portion first, followed by stockholder questions submitted under the meeting’s rules of conduct.

Meeting attendance and procedures

Micali opened the meeting by introducing directors in attendance: Matthew Booth, who also serves as chief executive officer, Gina Domanig, Suzie Doran, and Alexander Zyngier. Also present were Andrea Makkai, the company’s corporate controller, who was appointed inspector of election and served as secretary of the meeting, and outside corporate counsel Lianna Whittleton and David Sharon of Wilson Sonsini Goodrich & Rosati.

Booth said Urgently was not making any presentation on the business or financial condition of the company during the meeting. He also stated that notice of the meeting, along with the proxy statement and proxy, had been mailed on or about Nov. 17, 2025, to stockholders of record as of Nov. 6, 2025, which was the record date for the meeting.

Shares outstanding and quorum

As of the record date, Booth said there were 2,180,417 shares of Urgently common stock outstanding and entitled to vote on each proposal presented at the meeting. He reported that a sufficient number of shares were present in person or by proxy to constitute a quorum, allowing the meeting to proceed.

Stockholders could vote by proxy or electronically during the virtual meeting. Booth reminded participants that those who had already voted via proxy, telephone, or internet did not need to take further action unless they wanted to change their vote. The company said votes cast during the meeting would be counted along with proxies and previously recorded votes.

Proposals presented to stockholders

The notice of meeting included two proposals:

• Election of directors: Elect Suzie Doran and James Micali as Class II directors to serve until the 2028 annual meeting of stockholders and until their successors are elected and qualified.
• Auditor ratification: Ratify the appointment of CohnReznick as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2025.

Urgently’s board of directors recommended voting in favor of both proposals.

Voting timeline and preliminary results

Booth opened the polls at 8:05 a.m. Pacific time and closed them at 8:06 a.m. Pacific time. Following the close of the polls, Makkai provided preliminary voting results based on proxies and ballots received prior to the commencement of the meeting, subject to final adjustment for any votes submitted during the session.

Makkai reported that Doran and Micali were duly elected to the board as Class II directors, and that the proposal to ratify CohnReznick as Urgently’s independent auditor passed.

Booth said the inspector of election would conduct the final count of all votes and that the company would announce final results in a Current Report on Form 8-K to be filed within four business days of the meeting.

Stockholder questions and adjournment

After the business portion concluded, Booth said the company would respond to appropriate stockholder questions submitted under the rules of conduct, while noting that federal securities laws prohibit the disclosure of material nonpublic information, including updates or confirmations of previously disclosed financial guidance. Makkai said there were no questions to address that complied with the rules of conduct.

Booth thanked attendees for their support, and the meeting was adjourned.

About Urgent.ly (NASDAQ:ULY)

Urgent.ly, Inc (NASDAQ: ULY) operates a digital roadside assistance platform that connects drivers in need of help with a network of service providers. Through its mobile applications and enterprise APIs, the company offers on-demand towing, battery jump-starts, tire changes, fuel delivery and lockout services. By leveraging real-time location data and predictive analytics, Urgent.ly aims to streamline response times and improve the overall customer experience compared to traditional roadside assistance models.

The company’s platform serves both individual consumers and large-scale commercial clients, including automotive original equipment manufacturers (OEMs), fleet operators, rental agencies and insurance providers.