Rimini Street Inc
For the period ended Apr 29, 2024. Filed Apr 29, 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 29, 2024 · Filed Apr 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant x | Filed by a Party other than the Registrant ¨ |
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| 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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| x | Definitive Proxy Statement |
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| ¨ | Definitive Additional Materials |
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| ¨ | Soliciting Material under §240.14a-12 |
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RIMINI STREET, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | 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
Dear Stockholder:
Notice is hereby given that the annual meeting of the stockholders (the “Annual Meeting”) of Rimini Street, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 6, 2024, at 10:00 a.m., Pacific Time. To allow our stockholders to participate regardless of geographic location, our 2024 Annual Meeting will be held by means of a live, virtual-only online audio webcast.
| MEETING INFO | ITEMS OF BUSINESS |
|---|---|
| ¹ · DATE AND TIMEThursday, June 6, 2024 at 10:00 a.m., Pacific Time · The Annual Meeting is being held for the following purposes (which are more fully described in the accompanying Proxy Statement):1.To elect the Class I director nominee identified in the accompanying Proxy Statement to the Board of Directors of the Company, to hold office until the 2027 annual meeting of stockholders and until his successor is elected and qualified.2.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to include the exculpation of officers as permitted by Delaware law.3.To conduct an advisory vote to approve the Company’s executive compensation.4.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.5.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
| 4 | RECORD DATEApril 15, 2024 |
| : · MEETING WEBSITEwww.cstproxy.com/riministreet/2024 · The Annual Meeting will be a virtual meeting of stockholders, which will be conducted live via audio webcast. For instructions on how to attend, vote your shares and/or submit written questions during the Annual Meeting, see the information in the accompanying Proxy Statement in the sections titled “Access to the 2024 Virtual-Only Annual Meeting” and “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?” | |
Whether or not you plan to attend the Annual Meeting, you are encouraged to read the accompanying Proxy Statement and then cast your vote as promptly as possible in accordance with the instructions provided. Submitting a vote before the Annual Meeting will not preclude you from updating your vote online during the Annual Meeting.
| Who can vote: | Stockholders of record of the Company’s common stock at the close of business on April 15, 2024 (the “Record Date”) are entitled to notice of, and to attend and vote at, the Annual Meeting and any postponement or adjournment thereof. |
|---|---|
| Who may attend: | All stockholders are cordially invited to attend the Annual Meeting. To receive access to the virtual-only Annual Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying Proxy Statement in the section titled “Access to the 2024 Virtual-Only Annual Meeting.” |
| How you can vote: | Prior to the Annual Meeting, you may vote your proxy by (i) accessing the internet website specified on your proxy card or (ii) marking, signing and returning the enclosed proxy card in the pre-paid postage envelope provided. Stockholders who received their proxy card or voting instruction card through an intermediary (such as a broker or bank) must deliver it in accordance with the instructions given by such intermediary. During the virtual-only Annual Meeting, you or your proxy holder will be able to submit written questions and to vote at the meeting by visiting www.cstproxy.com/riministreet/2024. To receive access to the virtual-only Annual Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying Proxy Statement. |
We look forward to the opportunity to interact with our stockholders at the 2024 Annual Meeting.
By Order of the Board of DirectorsRimini Street, Inc.
Sincerely,
/s/ Seth A. Ravin
Seth A. RavinPresident, Chief Executive Officer andChairman of the Board
700 S. Pavilion Center Drive
Suite 330
Las Vegas, Nevada 89135
April 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 6, 2024:This Notice of Annual Meeting of Stockholders and Proxy Statement and our 2023 Annual Report are available at https://www.cstproxy.com/riministreet/2024 and through our website at www.riministreet.com.
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend the virtual-only Annual Meeting, you are urged to vote either via the internet website specified on your proxy card or by marking, signing and returning the enclosed proxy card in the pre-paid postage envelope provided. If you hold shares of common stock through a broker, bank or other nominee, your broker, bank or other nominee will vote your shares for you if you provide instructions on how to vote the shares. In the absence of instructions, your brokerage firm, bank or other nominees can only vote your shares on certain limited matters. It is important that you provide voting instructions because brokers, banks and other nominees do not, for example, have the authority to vote your shares for the election of directors without instructions from you.
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| ACCESS TO THE 2024 VIRTUAL-ONLY ANNUAL MEETING | 2 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 4 |
| PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTOR NOMINEE | 9 |
| Nominee | 9 |
| Board Composition | 9 |
| Board Diversity Matrix (as of April 29, 2024 and April 29, 2023) | 9 |
| Class I Director Nominee — Biographical Information | 10 |
| Continuing Directors — Biographical Information | 10 |
| Director Nomination Process | 13 |
| CORPORATE GOVERNANCE MATTERS | 14 |
| Board Structure | 14 |
| Corporate Governance Guidelines | 16 |
| Code of Business Conduct and Ethics | 16 |
| Board Leadership Structure | 16 |
| Board Determination of Independence | 16 |
| Board of Director Meetings and Attendance; Annual Meeting Attendance | 17 |
| Stockholder Communications | 17 |
| Committees of the Board of Directors | 18 |
| The Board’s Role in Risk Oversight | 20 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| Policies and Procedures for Related Person Transactions | 21 |
| Related Person Transactions | 21 |
| Employee, Officer and Director Hedging | 21 |
| PROPOSAL NO. 2 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCLUDE THE EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW | 23 |
| Background | 23 |
| Proposal | 23 |
| Board of Directors Recommendation | 24 |
| Vote Required | 24 |
| CORPORATE SOCIAL RESPONSIBILITY | 25 |
| Our Mission | 25 |
| The Rimini Way | 25 |
| Environmental, Social and Governance Practices and “Our 4C’s” | 25 |
| ESG Oversight | 25 |
| Human Capital Resources — RMNI LOVE™ | 26 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| Executive Summary | 27 |
| Executive Compensation Philosophy and Objectives | 30 |
| Executive Compensation Review and Determination | 30 |
| The Compensation Committee generally reviews the composition of the Company’s peer group on an annual basis. | 33 |
| Key Elements of our Executive Compensation Program and 2023 NEO Compensation | 33 |
| Potential Payments upon Termination or Change-in-Control” table and accompanying narrative, below. | 38 |
| Compensation Risk Assessment | 41 |
| REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS | 42 |
| EXECUTIVE COMPENSATION TABLES | 43 |
| Summary Compensation Table | 43 |
| 2023 Grants of Plan-Based Awards | 45 |
| Outstanding Equity Awards at Fiscal Year End 2023 | 47 |
| Options Exercised and Stock Vested | 49 |
|---|---|
| Potential Payments upon Termination or Change-in-Control | 49 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 53 |
| CEO PAY RATIO | 55 |
| PAY VERSUS PERFORMANCE | 56 |
| PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 59 |
| Background | 59 |
| Proposal | 59 |
| Board of Directors Recommendation | 59 |
| Vote Required | 59 |
| DIRECTOR COMPENSATION | 60 |
| PROPOSAL NO. 4 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | 62 |
| Background | 62 |
| Board of Directors Recommendation | 62 |
| Vote Required | 62 |
| KPMG Representative — Attendance at the Annual Meeting | 62 |
| FEES PAID TO AUDITORS | 63 |
| Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors; Delegation of Pre-Approval Authority in Specified Instances | 64 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 65 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 66 |
| DELINQUENT SECTION 16(a) REPORTS | 68 |
| OTHER MATTERS AND ADDITIONAL INFORMATION | 69 |
| Householding of Proxy Materials | 69 |
| Deadlines for Stockholder Proposals and Director Nominations to be Presented at the Next Annual Meeting | 69 |
| Other Matters to be Presented for Action at the Annual Meeting | 70 |
| Appendix A—Reconciliation of Non-GAAP Financial Measures | A |
PLEASE CAREFULLY READ THE PROXY STATEMENT. EVEN IF YOU EXPECT TO ATTEND THE VIRTUAL-ONLY ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, EXECUTE, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE ELECTRONICALLY VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU VOTE BY INTERNET, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD BY MAIL. STOCKHOLDERS WHO ATTEND THE VIRTUAL-ONLY ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE ON-LINE DURING THE ANNUAL MEETING IF THEY SO DESIRE.
RIMINI STREET, INC.PROXY STATEMENTFOR THE ANNUAL MEETING OF STOCKHOLDERSTo be Held Thursday, June 6, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.