MITEK SYSTEMS INC
For the period ended Sep 30, 2023. Filed Aug 14, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 30, 2023 · Filed Aug 14, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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770 FIRST AVENUE, SUITE 425
SAN DIEGO, CALIFORNIA 92101
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 10, 2024
TO THE STOCKHOLDERS OF MITEK SYSTEMS, INC.
The annual meeting of stockholders of Mitek Systems, Inc. will be held at 9:00 a.m., local time, on Tuesday, September 10, 2024, at Mitek Systems, Inc. 770 First Avenue, Suite 425, San Diego, California 92101, for the following purposes:
| 1 | . | To elect the following directors to serve until our 2025 annual meeting of stockholders and until their respective successors have been elected and qualified: Scott Carter, Rahul Gupta, James C. Hale, Susan Repo, Kimberly S. Stevenson, and Donna C. Wells; |
| 2 | . | To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2024; |
| 3 | . | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement accompanying this notice; and |
| 4 | . | To transact such other business as may properly come before the meeting or any adjournment of postponement thereof. |
These items of business are more fully described in the Proxy Statement accompanying this notice.
Our Board of Directors has fixed the close of business on July 25, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and all adjournments or postponements thereof. A list of these stockholders will be open to examination by any stockholder at the annual meeting and for a period of ten days ending on the day before the annual meeting, or September 9, 2024, during normal business hours at our executive offices located at 770 First Avenue, Suite 425, San Diego, California 92101. Enclosed for your convenience is a proxy card which may be used to vote your shares at the annual meeting. The proxy materials, including a proxy card and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, are available online atwww.proxydocs.com/MITK.
You are invited to attend the annual meeting in person. Even if you expect to attend the annual meeting, it is important that you complete, sign, date and return the enclosed proxy card as promptly as possible in the enclosed return envelope (which is postage prepaid if mailed in the United States) in order to ensure that your shares are represented at the annual meeting. Even if you have voted by proxy, you may still revoke such proxy and vote in person if you attend the annual meeting. However, please note that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual meeting, you must obtain a proxy card issued in your name from such record holder.
| By Order of the Board of Directors | |
| San Diego, California | Scott Carter |
|---|---|
| August 14, 2024 | Interim Chief Executive Officer and Executive Chair of the Board |
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 4 |
|---|---|
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 5 |
| PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 9 |
| PROPOSAL NO. 3 APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 12 |
| REPORT OF THE AUDIT COMMITTEE | 13 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 14 |
| INFORMATION REGARDING OUR EXECUTIVE OFFICERS | 22 |
| EXECUTIVE COMPENSATION | 24 |
| REPORT OF THE COMPENSATION COMMITTEE | 49 |
| ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES | 49 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 51 |
| DELINQUENT SECTION 16(a) REPORTS | 53 |
| HOUSEHOLDING OF PROXY MATERIALS | 54 |
| PROPOSALS OF STOCKHOLDERS | 54 |
| OTHER BUSINESS | 54 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.