Enova International, Inc.
For the period ended May 14, 2025. Filed Apr 4, 2025.
View on SEC.govAbout 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.
May 14, 2025 · Filed Apr 4, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 14, 2025
The 2025 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 14, 2025 at 9:00 a.m., Central Time, to vote on the following matters:
| Proposal 1: | the election of ten members of our Board of Directors for a one-year term to expire at the 2026 Annual Meeting of Stockholders; |
|---|---|
| Proposal 2: | a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers; and |
| Proposal 3: | ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
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 21, 2025 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 2024 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
April 4, 2025
ENOVA INTERNATIONAL, INC.
2025 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
TABLE OF CONTENTS
| General Information | 1 |
|---|---|
| Questions and Answers | 2 |
| Stockholder Proposals and Communications with our Board | 8 |
| Householding of Proxy Materials | 8 |
| Delinquent Section 16(a) Reports | 9 |
| Security Ownership of Certain Beneficial Owners and Management | 9 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 11 |
| Structure and Functioning of the Board | 15 |
| Culture and Community | 21 |
| Compensation Committee Interlocks and Insider Participation | 23 |
| Director Compensation | 23 |
| Compensation Discussion and Analysis | 24 |
| Management Development and Compensation Committee Report | 38 |
| Executive Compensation | 39 |
| Summary Compensation Table – 2024, 2023 and 2022 | 39 |
| Grants of Plan-Based Awards – 2024 | 40 |
| Outstanding Equity Awards at 2024 Fiscal Year End | 41 |
| Option Exercises and Stock Vested – 2024 | 42 |
| Nonqualified Deferred Compensation – 2024 | 43 |
| Policies and Practices Related to the Timing of Equity Awards | 43 |
| Potential Payments upon Termination or Change-in-Control | 44 |
| Pay versus Performance | 51 |
| CEO Pay Ratio | 54 |
| Audit Committee Report | 56 |
| Audit and Non-Audit Fees | 57 |
| Certain Relationships and Related Transactions | 57 |
| PROPOSAL 2 ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION | 59 |
| PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 60 |
| Other Matters | 61 |
175 West Jackson Blvd.
Chicago, Illinois 60604
PROXY STATEMENT
FOR
2025 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.