PYXUS INTERNATIONAL, INC.
For the period ended Aug 14, 2025. Filed Jul 9, 2025.
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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.
Aug 14, 2025 · Filed Jul 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule
14a-101)
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 ☐
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 Rule 14a-12 |
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Pyxus 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 |
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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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6001 Hospitality Court, Suite 100
Morrisville, North Carolina 27560
Notice of Annual Meeting of Shareholders
To be Held August 14, 2025
Dear Shareholder:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Pyxus International, Inc. (“Pyxus,” or the “Company,” “we” or “us”), to be held virtually athttps://meetings.lumiconnect.com/200-351-410-387 on Thursday, August 14, 2025 at 10:00 a.m., Eastern Daylight Time, to:
| (a) | elect seven directors for a one-year term expiring at the 2026 annual meeting of shareholders, each as named in the accompanying proxy statement; |
| (b) | ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2026; |
| (c) | adopt a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the accompanying proxy statement; |
| (d) | approve the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan, as amended (the “Amended and Restated Incentive Plan”); and |
| (e) | transact such other business as may properly come before the meeting. |
As noted above, the Company’s Board of Directors has determined that this year’s annual meeting will be held virtually.
Shareholders of record at the close of business on June 13, 2025 will be entitled to vote at the meeting.
The Company’s proxy statement and proxy are enclosed, as is the Annual Report to shareholders for the fiscal year ended March 31, 2025 (the “2025 Annual Report”).
By Order of the Board of Directors
T. David Singer
Secretary
July 11, 2025
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to be Held Virtually on August 14, 2025
The Proxy Statement and 2025 Annual Report are available on the internet at:
https://meetings.lumiconnect.com/200-351-410-387
YOUR VOTE IS VERY IMPORTANT TO US. FOR VOTING INSTRUCTIONS, PLEASE SEE FREQUENTLY ASKED QUESTION NUMBER 4, WHICH APPEARS ON PAGE 1 OF THIS PROXY STATEMENT.
PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Voting Options | ii |
| Frequently Asked Questions | 1 |
| Governance of the Company | 6 |
| Shareholders Agreement | 6 |
| Shareholder Access to Governance Documents | 6 |
| Communications to the Board of Directors | 7 |
| Code of Business Conduct | 7 |
| Corporate Governance Guidelines | 7 |
| Determination of Independence of Directors | 7 |
| Board Leadership Structure | 8 |
| The Board’s Role in Risk Oversight | 8 |
| Nominating Process | 9 |
| Director Conflicts of Interest | 9 |
| Shareholder Nominations – 2026 Annual Meeting | 9 |
| Shareholder Proposals – 2026 Annual Meeting | 10 |
| Board of Directors | 11 |
| Proposal One - Election of Directors (Item 1 on the proxy card) | 11 |
| Director Biographies | 11 |
| Board Committees and Membership | 13 |
| Director Qualifications | 15 |
| Independence | 15 |
| Board Meetings | 15 |
| Compensation of Directors | 15 |
| Ownership of Equity Securities | 17 |
| Stock Ownership of Management | 17 |
| Policies Prohibiting Hedging and Pledging Activities | 17 |
| Stock Ownership of Certain Beneficial Owners | 18 |
| Section 16(a) Reports | 18 |
| Related Party Transactions | 19 |
| Debt Repurchase Agreement | 19 |
| Stock Repurchase | 19 |
| Aggregate Interest Paid to Affiliated Investors | 19 |
| Other Related Party Transactions | 20 |
| Audit Matters | 20 |
| Report of the Audit Committee | 20 |
| Policy for Pre-Approval of Audit and Non-Audit Services | 20 |
| Independent Auditors | 21 |
| Audit and Non-Audit Fees | 21 |
| Proposal Two - Ratification of Deloitte & Touche as Independent Auditors (Item 2 on the proxy card) | 22 |
| Proposal Three - Advisory Vote on the Compensation of the Company’s Named Executive Officers (Item 3 on the proxy card) | 22 |
| Executive Compensation | 23 |
| Overview | 23 |
| Summary Compensation Table | 25 |
| Employment Agreements | 26 |
i
| Page | |
|---|---|
| Executive Severance Plan | 27 |
| Non-qualified Deferred Compensation Plan | 28 |
| Global Pension Plan | 28 |
| Outstanding Equity Awards at Fiscal Year-End Table | 29 |
| Pay Versus Performance | 30 |
| Graphical Presentations of the Relationship of Executive Compensation to Certain Performance Measures | 31 |
| Proposal Four — Approval of the Amended and Restated Incentive Plan (Item 4 on the proxy card) | 32 |
| Summary of the Amended and Restated Incentive Plan | 33 |
| New Plan Benefits | 37 |
| Federal Income Taxes | 38 |
| Other Matters | 39 |
| Appendix A—Pyxus International, Inc. Amended and Restated 2020 Incentive Plan | A-i |
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