EVERTEC, Inc.
For the period ended May 23, 2024. Filed Apr 10, 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.
May 23, 2024 · Filed Apr 10, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101-)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantý
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)) |
| ý | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
EVERTEC, Inc.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ý | 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 |
Notice of Annual Meeting of Stockholders
May 23, 2024, 9:00 a.m. Atlantic Standard Time
www.virtualshareholdermeeting.com/EVTC2024
Dear Stockholder:
On behalf of the Board of Directors and officers of Evertec, Inc. we are pleased to invite you to attend our 2024 Annual Meeting of Stockholders to be held virtually on Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard Time.
At our virtual Annual Meeting you will be able to attend, vote your shares, and submit questions by visitingwww.virtualshareholdermeeting.com/EVTC2024. During the Annual Meeting, you will be asked to vote on three proposals described in detail in the accompanying Notice of the Annual Meeting and Proxy Statement. The Proxy Statement also contains other information that you should read and consider before voting.
Your vote is very important to us. Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible to ensure that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting remotely, you will be able to vote during the Annual Meeting, even if you previously submitted your proxy.
If you have any questions concerning the Annual Meeting, and you are the stockholder of record of your shares, please contact our Investor Relations department at IR@evertecinc.com or (787) 773-5442. If your shares are held by a bank, broker, or other nominee, please contact your bank, broker or other nominee for questions concerning the Annual Meeting.
Sincerely,
| Frank G. D’AngeloChairman of the Board | Morgan M. Schuessler, Jr.President and CEO |
|---|
Notice of the 2024 Annual Meeting of Stockholders
| Date and time | Virtual meeting access | Record Date |
|---|---|---|
| Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard Time | To access the Annual Meeting, please visit:www.virtualshareholdermeeting.com/EVTC2024 | Close of business on March 28, 2024 |
Items of business
| Company proposals to be voted on at the Annual Meeting: | Board voting recommendation: | |
|---|---|---|
| 1. Election of directors | FOR each director nominee | |
| 2. Advisory vote on executive compensation | FOR | |
| 3. Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm | FOR |
Stockholders may also transact any other business that may be properly brought before the Annual Meeting or any continuation, postponement or adjournment thereof.
Cast your vote
| At the Annual Meeting | Visit www.virtualshareholdermeeting.com/EVTC2024. You will need the 16-digit number included in your proxy card or Notice. |
|---|---|
| Internet | Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card or Notice. |
| QR Code | Scan the QR code shown on your proxy card with your phone to vote.You will need the 16-digit number included in your proxy card or notice. |
| Phone | Call 1-800-690-6903. You will need the 16-digit number included in your proxy card or Notice. |
| Send your completed and signed proxy card to the address shown on your proxy card. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
The Company’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are available atwww.proxyvote.com. Your vote is important to us. Please exercise your stockholder right to vote.
By order of the Board of Directors,
Luis A. Rodríguez
Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Board
Frequently used defined terms and acronyms in this Proxy Statement
Except as otherwise indicated or unless the context requires otherwise, the terms “Evertec,” “we,” “us,” “our Company,” and “the Company” refer to Evertec, Inc. and its subsidiaries on a consolidated basis. The following terms are listed in alphabetical order.
| Term | Definition |
|---|---|
| 2013 Plan | Evertec, Inc. 2013 Equity Incentive Plan |
| 2022 Plan | Evertec, Inc. 2022 Incentive Award Plan |
| Adjusted EBITDA | EBITDA further adjusted to exclude unusual items and other adjustments. For purposes of this Proxy Statement, Adjusted EBITDA is not presented in accordance with GAAP. |
| Adjusted Earnings per common share | Adjusted Net Income divided by diluted shares outstanding. For purposes of this Proxy Statement, Adjusted Earnings per common share is not required by, or presented in accordance with, GAAP. |
| Adjusted Net Income | Net income adjusted to exclude unusual items and other adjustments |
| Annual Meeting | 2024 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2024 |
| Board | Board of Directors of Evertec |
| Bylaws | Amended and Restated Bylaws of Evertec, effective as of May 25, 2023 |
| CD&A | Compensation Discussion & Analysis section of this Proxy Statement |
| CEO | Chief Executive Officer |
| Certificate of Incorporation | Amended and Restated Certificate of Incorporation of Evertec, effective as of May 25, 2023 |
| CFO | Chief Financial Officer |
| COO | Chief Operating Officer |
| Credit Agreement | Refers to the Credit Agreement, dated as of December 1, 2022, among Evertec, Inc., Evertec Group, LLC, the lenders and L/C issuers party thereto from time to time, and Truist Bank, as administrative agent, collateral agent, swingline lender and an L/C issuer, as amended |
| Deloitte | Deloitte & Touche LLP |
| EBITDA | Earnings before interest, taxes, depreciation, and amortization |
| EBITDA RSUs | RSUs earned based on the Adjusted EBITDA performance |
| ERM | Enterprise Risk Management |
| ESG | Environmental, social and governance |
| ET | Eastern Daylight Time |
| Evertec | Evertec, Inc. |
| Evertec Group | Evertec Group, LLC |
| Exchange Act | The Securities Exchange Act of 1934, as amended |
| FW Cook | Frederic W. Cook & Co., an executive compensation consulting firm |
| GAAP | Generally accepted accounting principles in the United States of America |
| IT | Information technology |
| NEO | Named executive officer, pursuant to Item 402 of Regulation S-K |
| Notice | Notice of Internet Availability of proxy materials in relation to the Annual Meeting |
| NYSE | The New York Stock Exchange |
| paySmart | Paysmart Pagamentos Eletronicos Ltda |
| Record Date | March 28, 2024 |
| RSUs | Restricted stock units |
| SEC | United States Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| Shareworks by Morgan Stanley | Evertec’s equity incentive plan platform |
| Sinqia | Sinqia, S.A. and its subsidiaries |
| TSR | Total stockholder return |
Company governance documents and resources
| Governance documents: https://ir.evertecinc.com/govdocs | ESG resources: |
|---|---|
| Anticorruption Policy | ESG summary: https://www.evertecinc.com/en/our-purpose/ |
| Code of Ethics | |
| Code of Ethics for Vendors and Service Providers | ESG website: https://www.evertecinc.com/en/our-purpose/ |
| Corporate Governance Guidelines | |
| Human Rights Policy | Investor relations: https://ir.evertecinc.com |
| Insider Trading Policy | |
| Related Party Transactions Policy | Proxy Statement: https://ir.evertecinc.com |
| Board committee charters: https://ir.evertecinc.com/govdocs | |
| Audit Committee Charter | |
| Compensation Committee Charter | |
| Nominating and Corporate Governance Committee Charter | |
| Information Technology Committee Charter | |
Evertec®, ATH®, ATH Móvil® and RiskCenter 360® are trademarks of Evertec or its subsidiaries in the United States of America and/or other countries. Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.
Table of contents
| Proxy Statement summary | 1 |
|---|---|
| Message from our President and CEO | 1 |
| Summary—director nominees | 2 |
| ESG highlights | 3 |
| Results of the 2023 advisory vote on executive compensation | 3 |
| Executive target compensation mix | 3 |
| Proposal 1: Election of directors | 4 |
| Information about director nominees | 4 |
| Corporate governance | 8 |
| Overview | 8 |
| Board composition | 8 |
| Board committees | 9 |
| Director qualifications | 12 |
| Board leadership structure | 13 |
| Executive sessions | 13 |
| Chairman duties | 13 |
| Director compensation | 13 |
| Director attendance matters | 15 |
| Board and committee evaluations | 15 |
| Indemnification of directors and officers | 15 |
| Risk oversight | 16 |
| Cybersecurity | 17 |
| Procedures for communications with the Board | 17 |
| Management succession planning | 17 |
| Shareholder engagement | 17 |
| Code of Ethics | 18 |
| Environmental, social and governance (ESG) matters | 18 |
| Biographical information of our executive officers | 20 |
| Executive officers | 20 |
| Proposal 2: Advisory vote on executive compensation | 22 |
| Overview | 22 |
| Compensation discussion and analysis | 23 |
| Performance highlights | 23 |
| Outside advisors | 24 |
| Executive compensation highlights | 24 |
| Named executive officers (NEOs) | 25 |
| Compensation philosophy and objectives | 25 |
| Say-on-pay | 26 |
| Role of executive officers in compensation decisions | 26 |
| Competitive compensation practices | 26 |
| Elements of compensation | 27 |
| Base salary | 27 |
| Annual cash incentive | 27 |
| Long-term equity incentives | 29 |
| Other compensation | 32 |
| Compensation risk assessment | 33 |
| Tax deductibility of executive compensation | 33 |
| Stock Ownership Guidelines | 33 |
| Anti-pledging and anti-hedging policies | 34 |
| Clawback Policy | 34 |
|---|---|
| Summary compensation table | 35 |
| Grants of plan-based awards | 36 |
| Outstanding equity awards at fiscal year end | 37 |
| Stock vested | 38 |
| Employment agreements | 38 |
| Severance policy | 38 |
| Potential payments upon termination of employment | 39 |
| Potential payments upon change in control | 40 |
| Payments upon termination or a change in control | 42 |
| Compensation committee interlocks and insider participation | 42 |
| Pension benefits and non-qualified deferred compensation | 42 |
| Compensation Committee Report | 43 |
| CEO Pay Ratio | 44 |
| Overview | 44 |
| Pay versus performance | 45 |
| Overview | 45 |
| Security ownership | 49 |
| Overview | 49 |
| Security ownership of certain beneficial owners | 49 |
| Security ownership of management | 49 |
| Proposal 3: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm | 51 |
| Overview | 51 |
| Principal accounting fees and services | 51 |
| Audit Committee Report | 53 |
| Certain relationships and related party transactions | 54 |
| Related Party Transactions Policy | 54 |
| Related Party Transactions | 54 |
| Proxy Statement for the 2024 Annual Meeting | 55 |
| General | 55 |
| Record Date and shares outstanding | 56 |
| Quorum | 56 |
| Voting of proxies | 56 |
| Voting of shares | 56 |
| Required votes/effect of abstentions and broker non-votes | 56 |
| How you can vote | 57 |
| Revocation of proxies | 58 |
| Voting results | 58 |
| Solicitation | 58 |
| Householding of proxy materials | 58 |
| Other matters | 59 |
| Stockholder proposals for the 2025 annual meeting of stockholders | 59 |
| Other business | 59 |
| Appendix A | i |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.