BILL Holdings Inc
For the period ended Dec 5, 2024. Filed Oct 25, 2024.
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Dec 5, 2024 · Filed Oct 25, 2024
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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 ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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October 25, 2024
To Our Stockholders:
Eighteen years ago, we founded BILL with the mission to make it simple for SMBs to connect and do business. We created a category as we set out to help businesses automate their financial back offices. Early on, we knew it was important to partner with SMBs' most trusted advisors to develop the market. That is why we built an ecosystem that strategically integrates with accounting firms and the top banks in the country. Today we serve nearly half a million SMBs, and we have ambitions to serve millions more.
Fiscal 2024 was an important year for BILL. We delivered more innovations to SMBs. We launched our integrated platform, made capital more accessible, and empowered small and midsize businesses with insights and control of their cash flow. In addition, we built tight organizational alignment, laying the foundation for future growth. During the year, we delivered strong growth and enhanced profitability as we executed on our objective to be the essential financial operations platform for SMBs.
During fiscal 2024, we delivered nearly $1.3 billion in revenue and achieved 22% year-over-year revenue growth, despite continued macroeconomic challenges. We also expanded upon our profitability profile on a Non-GAAP basis and delivered approximately $258 million of Free Cash Flow. Strong demand for our platform combined with our disciplined investment approach and rigorous execution led to Non-GAAP Net Income of $244 million.
We are most proud of the significant number of SMBs we empower each and every day. As of June 30, 2024, nearly 475,000 businesses used BILL as their central hub of financial operations. We expanded our network to 7.1 million members. By making it easy for buyers and suppliers to connect and transact payments, we enabled nearly $300 billion in total B2B payment volume across our platform, representing approximately 1% of U.S. GDP and a significant milestone.
As we turn to this year’s annual meeting, we ask for your voting support for our Board members, 2024 executive compensation program, amendment to our certificate of incorporation and other items described in this proxy to enable us to continue to deliver strong financial results and to advance our mission to help SMBs thrive.
We encourage your participation in our annual meeting, invite your input throughout the year, and thank you for your trust and ongoing support of BILL.
Sincerely,
René LacerteChief Executive Officer and Director
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | Thursday, December 5, 2024 at 9:00 a.m. Pacific Time. | |
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| Place: | The meeting can be accessed by visiting www.virtualshareholdermeeting.com/BILL2024, where you will be able to listen to the meeting live, submit questions and vote online. | |
| Agenda | Board’s Voting Recommendation | |
| Proposal 1 | Elect the four Class II directors named in the accompanying definitive proxy statement (the Proxy Statement), each to serve a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is elected and qualified. | ✔ FOR each director nominee |
| Proposal 2 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending June 30, 2025. | ✔ FOR |
| Proposal 3 | Approve, on a non-binding advisory basis, the compensation paid by us to our Named Executive Officers as disclosed in the Proxy Statement (commonly referred to as “Say-on-Pay”). | ✔ FOR |
| Proposal 4 | To approve an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers as permitted pursuant to recent amendments to the Delaware General Corporation Law (DGCL). | ✔ FOR |
We will also consider and act upon other business as may properly come before the 2024 Annual Meeting of Stockholders (the Annual Meeting) of BILL Holdings, Inc. (the Company or BILL) or any adjournment or postponement of the Annual Meeting.
| Record Date: | Only stockholders of record at the close of business on October 10, 2024 are entitled to notice of, and to vote at, the meeting and any adjournments thereof. |
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| Voting: | Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at investor.bill.com or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A., through its website at www-us.computershare.com or by phone at (800) 736-3001. |
This notice of the Annual Meeting, the Proxy Statement and the form of proxy are being distributed and made available on or about October 25, 2024.
Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
By Order of the Board of Directors,
Raj Aji
Chief Legal Officer, Chief Compliance Officer, and Secretary
San Jose, California
PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC), and is designed to assist you in voting your shares. In addition, our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the twelve months ended June 30 of that year. For example, references to “fiscal 2024” refer to the twelve months ended June 30, 2024. Any reference to a year not preceded by “fiscal year” refers to a calendar year.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.