CPI Card Group Inc.
For the period ended May 21, 2025. Filed Apr 8, 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.
May 21, 2025 · Filed Apr 8, 2025
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| UNITED STATES | |
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| SCHEDULE 14A | |
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| Proxy Statement Pursuant to Section 14(a) of theSecurities Exchange Act of 1934 | |
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| Filed by the Registrant ☑ | |
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| Filed by a Party other than the Registrant ☐ | |
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| 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 Pursuant to §240.14a-12 | |
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| CPI Card Group Inc. | |
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| (Name of Registrant as Specified In Its Charter) | |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
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| Payment of Filing Fee (Check the appropriate box): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
10368 West Centennial Road
Littleton, Colorado 80127
April 8, 2025
Dear Stockholder:
On behalf of the Board of Directors of CPI Card Group Inc. (the “Company”), you are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 21, 2025, at 8:00 a.m. Mountain Time. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted online via live webcast. Please see the Notice of Annual Meeting of Stockholders on the next page for more information about how to attend the Annual Meeting virtually.
We have included with this letter a proxy statement that provides you with detailed information about the business to be conducted at the Annual Meeting. In addition, the Company’s 2024 Annual Report, which is being made available to you along with the proxy statement, contains information about the Company and its performance. We encourage you to read these materials carefully.
Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares through one of the methods described in the accompanying proxy statement.We strongly urge you to vote FOR the nominees proposed by the Board of Directors and in accordance with the recommendations of the Board of Directors on the other proposals by following the voting instructions contained in the proxy statement.
Sincerely,
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| H. Sanford Riley | John Lowe |
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| Chair of the Board | President, Chief Executive Officer and Director |
CPI CARD GROUP INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2025 8:00 A.M.
(Mountain Time)
To the Stockholders of CPI Card Group Inc.:
The 2025 Annual Meeting of Stockholders will be held virtually on May 21, 2025, at 8:00 a.m. (Mountain Time) via live webcast accessible at www.virtualshareholdermeeting.com/PMTS2025. The purpose of the meeting is to:
| 1. | elect the eight director nominees named in the accompanying proxy statement; |
| 2. | ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025; |
| 3. | hold an advisory vote to approve named executive officer compensation; and |
| 4. | conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof. |
Voting is limited to stockholders of record at the close of business on March 27, 2025.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. YOUR PROMPT COOPERATION IS GREATLY APPRECIATED.
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| | By Order of the Board of Directors, |
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| | Darren Dragovich |
| | Chief Legal and Compliance Officer and Corporate Secretary |
Notice of Electronic Availability of Proxy Statement and Annual Report
As permitted by rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report available to stockholders electronically via the Internet. On or about April 8 2025, we will mail to most of our stockholders a notice (the “Notice”) containing instructions on how to access this proxy statement and our Annual Report and to vote via the Internet.
The Notice also contains instructions on how to request a printed copy of the proxy materials and to vote by mail. In addition, you may elect to receive future proxy materials in printed form by mail or electronically by e-mail by following the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.