Alight Inc Delaware
For the period ended Jul 2, 2024. Filed Jun 4, 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.
Jul 2, 2024 · Filed Jun 4, 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
☐
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 under §240.14a-12 |
Alight, 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 |
June 4, 2024
DEAR FELLOW ALIGHT STOCKHOLDERS,
Thank you for your support of Alight. On behalf of the entire Board of Directors, we invite you to attend Alight’s 2024 annual meeting of stockholders, scheduled to be held on July 2, 2024 at 12:30 p.m. Central Time in a virtual meeting format, via a live webcast. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be conducted at the Annual Meeting. Also included are a proxy card and postage-paid return envelope.
We have achieved significant progress on our transformation strategy to pivot Alight towards a higher-growth, higher-margin operating model, which we expect to drive medium- and long-term value creation for our stockholders. We have achieved this progress through a combination of investing in our integrated platform and ensuring we have the optimal mix of capabilities and portfolio composition. As part of our transformation, our Board and management recently conducted a comprehensive and rigorous strategic portfolio review and subsequently announced the sale of our Professional Services and HCM & Payroll Outsourcing businesses to H.I.G. Capital for up to $1.2 billion. This transaction reflects an attractive price and is expected to accelerate our strategic roadmap, enabling us to pull forward the achievement of several midterm financial targets by multiple years. We expect to use the transaction’s proceeds to reduce debt, to return capital and for general corporate purposes, including reinvestment into growth opportunities.
Our Board maintains an ongoing commitment to regularly evaluating and refreshing its composition to ensure it is fully equipped to guide Alight as it executes its strategic initiatives. We have welcomed five new directors since the start of 2023: Denise Williams, Kausik Rajgopal, Siobhan Nolan Mangini, David D. Guilmette and Coretha M. Rushing. Ms. Williams brings more than 25 years of experience in human resources and leadership experience across numerous market-leading organizations. Mr. Rajgopal is a senior corporate executive bringing a unique blend of senior leadership expertise in human resources, technology, payments, and financial services. Ms. Nolan Mangini is a senior healthcare executive adding expertise and leadership in scaling both private and public healthcare companies. Mr. Guilmette is an accomplished leader in the healthcare and benefits industry and has a track record of driving growth and profitability at multi-billion-dollar businesses and brings a strong perspective on the voice of our current and future customers. Ms. Rushing brings decades of experience in the human resources space, having served as Chief Human Resources Officer of large public corporations, and has a deep understanding of Alight’s customer base and extensive public board experience. We look forward to benefiting from their perspectives and expertise as we continue on our transformation path.
We enter 2024 with strong commercial momentum and are well positioned to continue to advance our strategy as a focused and capital-efficient company.
On behalf of everyone at Alight, we appreciate your lasting trust and support, and we thank you for being an Alight stockholder.
Sincerely,
Stephan D. Scholl
Chief Executive Officer and Director
Letter to Stockholders
ALIGHT, INC. Notice of Annual Meeting of Stockholders
The 2024 annual meeting of stockholders (including any adjournments, postponements, or continuations thereof, the “Annual Meeting”) of Alight, Inc. (the “Company”) will be held virtually on July 2, 2024 at 12:30 p.m. Central Time.
| DATE AND TIME July 2, 2024 12:30 p.m. Central Time | VIRTUAL LOCATION You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.cesonlineservices.com/alit24_vm. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/alit24_vm by 11:59 p.m. Central Time on June 30, 2024. |
Items of Business
| Proposal No. | BoardRecommendation | |
| 1. | To elect four Class III director nominees to our Board of Directors (the “Board”). Each of the director nominees is standing for election for a three-year term ending at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and until his or her successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal. | FOR EACH NOMINEE |
| 2. | To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2024. | FOR |
| 3. | To approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers. | FOR |
| Stockholders will also act on such other matters as may properly come before the Annual Meeting. | ||
|---|---|---|
Record Date
You are entitled to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record at the close of business on June 3, 2024 (the “record date”). A list of the stockholders of record at the June 3, 2024 record date will be available electronically during the Annual Meeting at www.cesonlineservices.com/alit24_vm.
Voting
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible by following the instructions on the enclosed proxy card so that your shares are represented and your
Notice of Annual Meeting of Stockholders
2024 PROXY STATEMENT
voice is heard. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit an enclosed proxy card, even if their shares were sold after such date. More information on voting your enclosed proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on the enclosed proxy card.
Attendance and Participation at the Annual Meeting
Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the record date and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location. In order to attend the virtual meeting, you will need to pre-register at www.cesonlineservices.com/alit24_vm by 11:59 p.m. Central Time on June 30, 2024. Please see “How may I participate in the virtual Annual Meeting?” in the accompanying Proxy Statement for instructions about how to pre-register. Once pre-registered, stockholders as of the record date will be able to attend the virtual Annual Meeting by visiting the link noted above, where you will be able to listen to the meeting live, submit questions, and vote.
If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders Call Toll-Free: +1 (877) 750-0537 (U.S. and Canada) or
+1 (412)232-3651 (all other countries)
Banks and Brokers Call: +1 (212)750-5833
Notice of Annual Meeting of Stockholders
By Order of the Board of Directors,
Martin T. Felli
Chief Legal Officer and Corporate Secretary
June 4, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on July 2, 2024:
The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report to stockholders for the fiscal year ended December 31, 2023 are currently available online free of charge in the “Financials” subsection of Alight’s Investor Relations website at investor.alight.com. A list of the stockholders of record at the close of business on June 3, 2024 will also be available electronically during the Annual Meeting at www.cesonlineservices.com/alit24_vm.
Notice of 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.