EverCommerce Inc.
For the period ended Jun 20, 2024. Filed Apr 29, 2024.
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Jun 20, 2024 · Filed Apr 29, 2024
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DEF 14A 1 ny20018917x1_def14a.htm DEF 14A
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. )
| Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
|---|
| ☐ | | | 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 |
EVERCOMMERCE 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 all boxes that apply):
| ☒ | | | No fee required. |
|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE & PROXY
STATEMENT
Annual Meeting of Stockholders
June 20, 2024
2:30 p.m. Mountain Time
To Our Stockholders:
Our mission at EverCommerce is to simplify and empower the lives of business owners whose services support us every day. We accomplish this by providing tailored, end-to-end Software-as-a-Service (“SaaS”) solutions that support the highly diverse workflows and customer interactions that professionals in home services, health services, and wellness services need to automate manual processes, generate new business, and create more loyal customers. Our vertically-tailored SaaS solutions are used by our customers to manage their businesses. We enhance the value of our business management solutions by upselling and cross-selling additional features, such as robust payments integration, customer engagement solutions, lead generation and group buying programs. With a diverse set of more than 700,000 global customers, EverCommerce is a leader in the digital transformation of the service economy.
In 2023, EverCommerce focused its efforts on balancing growth with profitability, exceeding expectations for adjusted EBITDA and free cash flow generation despite Revenue headwinds in the more transactional areas of our business. For the full year, we grew total Revenue by 9%1 while delivering 23% adjusted EBITDA margins 1, representing over 380 basis points of adjusted EBITDA margin expansion year over year 1. 2023 Levered Free Cash Flow grew over 74% year over year 1 and represented and 12% of Revenue 1. Payments Revenue grew 28% year over year 1, which was driven in part by 9% growth in Total Payments Volume 1, or TPV, to $11.9 billion 1. We ended the year with approximately 708,000 customers, of which approximately 183,000 are enabled for more than one EverCommerce solution, underscoring our opportunity to continue to embed payments and cross-sell our solutions.
As we look ahead to 2024, our top priorities are unchanged: providing premier systems of action software, embedding payments and adding ancillary services that promote our customers’ successes. To best address this opportunity, we are taking steps to simplify and transform our business, starting with the sale of our fitness assets which we announced in March of this year. With these steps, we plan to sharpen our focus on our EverHealth and EverPro verticals. In addition, we have kicked off a set of optimization initiatives that we expect will allow us to deliver continued margin expansion alongside continued investment in our products to put us in the best position to accelerate growth in 2025 and beyond, driving shareholder value.
We would like to thank you for your support of EverCommerce and look forward to continued dialogue as we transform the SMB service economy.
Sincerely,
| 1 | For a reconciliation of certain non-GAAP measures and a more detailed discussion of the company’s 2023 Financial and Operating Results, including about the utility of certain non-GAAP measures, please see our Fourth Quarter 2023 Earnings Press Release (https://investors.evercommerce.com/news-releases/news-release-details/evercommerce-announces-fourth-quarter-and-full-year-2023) and Earnings Presentation (https://investors.evercommerce.com/static-files/d2774d17-21b1-4795-8ff5-5e2f687495c0). |
Notice of Annual Meeting of Stockholders
To be Held on Thursday, June 20, 2024
The Annual Meeting of Stockholders (the “Annual Meeting”) of EverCommerce Inc., a Delaware corporation (the “Company”), will be held at 2:30 p.m. Mountain Time, on Thursday, June 20, 2024. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EVCM2024. The Annual Meeting is called for the following purposes:
| (1) | To elect John Marquis, Joseph Osnoss and Richard A. Simonson as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; |
| (2) | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
| (3) | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
Holders of record of our outstanding shares of common stock at the close of business on April 23, 2024, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to legal@evercommerce.com, stating the purpose of the request and providing proof of ownership of Company stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16 digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors
CONTENTS
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