NETSOL TECHNOLOGIES INC
For the period ended Apr 19, 2024. Filed Apr 22, 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.
Apr 19, 2024 · Filed Apr 22, 2024
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DEF 14A 1 formdef14a.htm
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
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 Rule 14a-12 |
NetSol Technologies, 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):
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|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials: | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
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| 4) | Date Filed: | |
NOTICE OF ANNUAL MEETING
And
PROXY STATEMENT
Annual Meeting of Shareholders
NetSol Technologies, Inc.
16000 Ventura Blvd. Suite 770
Encino, CA 91436
June 13, 2024
NetSol Technologies, Inc.
https://netsoltech.com
Dear Shareholders and Colleagues,
I want to express my gratitude for the privilege of serving as both the Chairman of the Board and CEO of NetSol Technologies, Inc. since 2006. It has truly been an honor to lead this company during my tenure. As we look back on the past year, we are reminded of the significant challenges and global issues that have impacted not only our organization but also the world at large.
The humanitarian crises stemming from ongoing conflicts, such as the war in Ukraine and the emergence of conflict in Gaza over the past six months, have deeply affected countless lives. At NetSol, we stand in solidarity with all those impacted by these conflicts. Moreover, the world has been grappling with natural disasters and continued economic uncertainties, adding further complexity to the global landscape.
Despite these challenges, I am immensely proud of the resilience and dedication demonstrated by the leadership team and employees of NetSol. Together, we have worked tirelessly to collaborate with our customers, innovate new products, provide exceptional customer service, and enhance shareholder value. As we approach the end of the fiscal year, we remain committed to adapting to the evolving business and social environment as we operate on a global scale. I remain upbeat and very excited about NetSol’s future.
I invite you to join us for our annual meeting, scheduled to take place on June 13, 2024, at the Company’s headquarters located at 16000 Ventura Blvd., Suite 770, Encino, CA 91436, starting at 10:00 AM local time. During the meeting, we will address the voting items outlined in the Proxy Statement and welcome any questions or feedback you may have. Whether you plan to attend in person or not, please remember that your vote is crucial, and we encourage you to review the enclosed materials and submit your vote via the internet, telephone, mail, or in person.
Thank you once again for your unwavering support of NetSol. Together, we will continue to navigate through challenges and strive for success.
Warm Regards,
Najeeb Ghauri
Chairman of the Board
Chief Executive Officer
VOTING METHODS AVAILABLE TO YOU
Internet
Visit the website identified in your proxy card. You will need the control number that appears on your proxy card when you access the web page.
Telephone
If your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name: in the US call toll free: (800) 829-6554 and international callers please call either of our toll numbers, 201-806-7301 or 212-771-1133, and follow the telephone voting instructions. You will need the control number that appears on your proxy.
Sign, date and return your proxy card and return it in the enclosed postage pre-paid envelope.
During the Meeting-In Person
Attend the 2023 Annual Meeting in person at the Company’s headquarters and vote by Ballot. Please note, our new address for the meeting is 16000 Ventura Blvd., Suite 770, Encino, CA 91436.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING, MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
Table of Contents
| Notice of 2023 Annual Meeting of Shareholders | |
|---|---|
| Proxy Summary | ii |
| PROXY STATEMENT GENERAL INFORMATION | 1 |
| QUESTIONS AND ANSWERS ABOUT VOTING AND THE SHAREHOLDER MEETING | 1 |
| Business Overview -Highlights | 7 |
| Human Capital | 10 |
| Proposal 1: | 11 |
| Election of Director Nominees | 11 |
| Proposal 2: | 12 |
| Advisory Vote on Named Executive Officer Compensation | 12 |
| Proposal 3: | 13 |
| Ratification of Appointment of BF Borgers CPA PC to Serve as the Company’s Independent Auditors for Fiscal Year 2024. | 13 |
| Corporate Governance, Board Of Directors | 15 |
| Meeting and Board Committees | 15 |
| Audit Committee | 19 |
| Audit Committee Report | 20 |
| Nominating and Corporate Governance Committee | 21 |
| Compensation Committee | 24 |
| Director Compensation Policy | 26 |
| Director Compensation Table | 26 |
| Information about Director Nominees | 27 |
| Compensation Discussion and Analysis | 31 |
| Summary Compensation Table | 38 |
| Change in Control Payments | 39 |
| Director Compensation | 40 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 43 |
| Voting Procedures | 44 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.