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Enova International, Inc.

For the period ended Mar 26, 2024. Filed Mar 28, 2024.

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About this filing

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.

Mar 26, 2024 · Filed Mar 28, 2024

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ENVA$172.48-1.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant⊠ Filed by a party other than the Registrant

Check the appropriate box:

 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 Pursuant to §240.14a-12

Enova International, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

⊠ No fee required.

 Fee paid previously with preliminary materials.

 Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

175 West Jackson Blvd.

Chicago, Illinois 60604

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD May 8, 2024

The 2024 Annual Meeting of Stockholders (Annual Meeting) of Enova International, Inc. (we, us, our, Enova or the Company) will be held at 175 West Jackson Blvd., Chicago, Illinois 60604 on the 6th floor, Ruby Conference Room, on Wednesday, May 8, 2024 at 9:00 a.m., Central Time, to vote on the following matters:

Proposal 1:the election of nine members of our Board of Directors for a one-year term to expire at the 2025 Annual Meeting of Stockholders;
Proposal 2:a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers;
Proposal 3:ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
Proposal 4.approval of the Enova International, Inc. Fourth Amended and Restated 2014 Long-Term Incentive Plan;

and to transact any other business that may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting.

The accompanying proxy statement provides information about the matters you will be asked to consider and vote on at the Annual Meeting.

Our Board of Directors has fixed the close of business on March 15, 2024 as the record date for determining holders of record of our common stock, par value $0.00001 per share (Common Stock), entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish our proxy materials on the Internet. As a result, we are mailing a notice to our stockholders instead of a printed copy of the proxy statement and our 2023 annual report. The notice provides instructions on how to access these materials on the Internet and how to obtain printed copies.

You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, our Board of Directors asks that you vote as soon as possible. You may vote by proxy on the Internet, via toll-free telephone number or, if you received a proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Your vote is important and all stockholders are encouraged to attend the Annual Meeting and vote in person or by proxy.

Thank you for your support and continued interest in our Company.

By Order of the Board of Directors:

David Fisher

Chief Executive Officer

Chicago, Illinois

March 28, 2024

ENOVA INTERNATIONAL, INC.

2024 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS

General Information1
Questions and Answers2
Stockholder Proposals and Communications with our Board8
Householding of Proxy Materials8
Delinquent Section 16(a) Reports9
Security Ownership of Certain Beneficial Owners and Management9
PROPOSAL 1 ELECTION OF DIRECTORS11
Structure and Functioning of the Board15
Environmental, Social and Governance20
Compensation Committee Interlocks and Insider Participation23
Director Compensation23
Compensation Discussion and Analysis24
Management Development and Compensation Committee Report39
Executive Compensation40
Summary Compensation Table – 2023, 2022 and 202140
Grants of Plan-Based Awards – 202341
Outstanding Equity Awards at 2023 Fiscal Year End43
Option Exercises and Stock Vested – 202345
Nonqualified Deferred Compensation – 202345
Potential Payments upon Termination or Change-in-Control46
Pay versus Performance53
CEO Pay Ratio56
Audit Committee Report58
Audit and Non-Audit Fees59
Certain Relationships and Related Transactions59
PROPOSAL 2 ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION61
PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM62
PROPOSAL 4 PROPOSAL TO AMEND AND RESTATE THE ENOVA INTERNATIONAL, INC. 2014 LONG-TERM INCENTIVE PLAN
Other Matters74

175 West Jackson Blvd.

Chicago, Illinois 60604

PROXY STATEMENT

FOR

2024 ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.