NETSOL TECHNOLOGIES INC
For the period ended May 1, 2025. Filed May 1, 2025.
View on SEC.govAbout this filing
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 1, 2025 · Filed May 1, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm DEF 14A
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):
| ☒ | No fee required. |
|---|---|
| ☐ | 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): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| o | Fee paid previously with preliminary materials: |
|---|---|
| o | 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. |
| 1) | Amount previously paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
NOTICE OF ANNUAL MEETING
and
PROXY STATEMENT
Annual Meeting of Shareholders
16000 Ventura Blvd. Suite 770
Encino, CA 91436
June 24, 2025
https://netsoltech.com
May 1, 2025
Dear Shareholders and Colleagues,
I am both humbled and proud to have had the opportunity to lead NetSol for over 25 years along with its team of over 1,478 impressive and inspiring team members. I know that this great global workforce will help us overcome the challenges we face. I am immensely proud of the innovation and resilience that they continue to show and their steadfast commitment to the Company.
This past year, I have met with all the heads of all the subsidiaries and our employees in most of our twelve strategically located support and delivery centers and have been inspired by the significant strengths we have to build upon and the opportunity to improve and transform.
Unification of NetSol’s products and services under the Transcend Platform
Our unified Transcend Platform is an AI-powered digital retail and asset finance solution for automotive and equipment OEMs, auto captives, commercial lenders, dealers, brokers and financial institutions. The new NetSol Transcend Platform offers a robust set of products and solutions under one umbrella, showcasing the Company’s commitment to harnessing the transformative potential of AI.
Transition to becoming an AI-first organization
One of the most significant milestones we’ve achieved in the past year is our transformation into an AI-first organization. In 2025, we are accelerating our investment in AI to not only enhance the products and services we offer, but also to drive deeper, more actionable insights for our clients. Our goal is to lead the industry in developing AI-driven solutions that not only streamline operations, but also create predictive capabilities that empower our customers to make better, faster decisions. The potential for AI to revolutionize the finance and leasing sector is immense. By leveraging AI to enhance credit risk assessments, optimize asset management and deliver personalized customer experiences, we are positioned to drive efficiency and innovation at scale. This strategic shift aligns with our mission to provide future-ready solutions that evolve alongside the needs of our customers, enabling them to optimize operations and drive growth.
Focus on growth
NetSol’s transition to becoming an AI-first organization included the launch of Transcend AI Labs under its Transcend Platform. This new AI innovation hub empowers automotive and equipment OEMs, dealerships and financiers with AI-driven innovation, automation and consulting services for a competitive edge. Transcend AI Labs is focused on product enhancements and AI consulting services. The Company has expanded its team providing advanced AI consulting services designed to help organizations innovate, automate and solve complex challenges using advanced technology. From AI model development to custom implementations, it delivers AI-driven transformation to every aspect of a business, enabling NetSol to cater to a range of diverse sectors.
NetSol continues to successfully build and win many clients that continue to generate consistent revenue for our products under the Transcend Platform, which includes Transcend Finance (Formerly known as NFS Ascent), Transcend Retail (Formerly known as Otoz) and Transcend Marketplace (Formerly known as Appex Now).
We comprehend that growth is not just about scaling, but also about strategic focus. In 2025, we are doubling down on our efforts to deepen our relationships with existing customers. Our focus will be on expanding and enhancing our product and service offerings and broadening our reach even further. We believe that our ability to adapt to local market needs while delivering consistent global solutions will be a key driver of growth and differentiation.
To continue our growth, we need to increase our authorized shares. This provides us with the opportunity to seize growth opportunities for future expansion, attract potential investors and facilitate various corporate actions such as Employee Stock Option Plans (ESOP), enabling the Company to provide compensation to attract high-quality talent.
NetSol has global footprints in Los Angeles, Austin, London, Horsham, Sydney, Bangkok, Beijing, Tianjin, Jakarta, Lahore, Karachi and Dubai, and is judicially focused on watching cost efficiency, top and bottom line in all its offices.
Culture
We believe our people are our greatest asset. NetSol has always been proud of our diverse, global workforce, which spans across multiple continents and cultures. Our diverse perspectives enable us to approach challenges with creativity and collaborate effectively across borders. We are committed to fostering an inclusive environment where every team member feels valued, empowered and inspired to contribute their best work.
Our culture of innovation, collaboration and continuous learning is deeply embedded in everything we do. We invest heavily in talent development, offering our employees opportunities for growth through training programs, mentorship and a robust internal mobility framework. This commitment to our people not only fuels our internal innovation, but also drives the success of our customer-focused solutions.
Additionally, we continue to focus on corporate social responsibility (CSR), ensuring that we contribute to the well-being of the communities in which we operate. Whether through financial assistance to numerous charities, sustainability initiatives or supporting local entrepreneurship, we remain committed to making a positive impact globally.
Delivering value: Long-term commitment to shareholders
As we advance through 2025, our strategic vision is clearer than ever. We are poised to take full advantage of the transformative technologies reshaping the finance and leasing sectors (particularly AI) and we are committed to delivering strong, sustainable growth while driving shareholder value.
We understand that our investors rely on us to manage risk, capitalize on opportunities and remain agile in a fast-moving industry. We are confident that our focus on AI innovation, growth in key markets and a people-first culture will position NetSol for continued success.
Conclusion
I invite you to join us for our annual meeting on June 24, 2025, 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.
The confidence you have placed in us motivates every decision we make and every goal we pursue. Together, we will navigate the complexities of the global marketplace and emerge stronger than ever.
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) 848-3374 and international callers please call our toll number (646) 604-4668, and follow the telephone voting instructions. You will need the control number that appears on your proxy.
Mail Sign, date and return your proxy card and return it in the enclosed postage pre-paid envelope.
During the Meeting-In Person Attend the 2024 Annual Meeting in person at the Company’s headquarters and vote by Ballot. Please note, our 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 2024 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 | 13 |
| Proposal 1: | 15 |
| Election of Director Nominees | 15 |
| Proposal 2: | 16 |
| Advisory Vote on Named Executive Officer Compensation | 16 |
| Proposal 3: | 17 |
| Ratification of Appointment of Fortune CPA, Inc. to Serve as the Company’s Independent Auditors for Fiscal Year 2024 | 17 |
| Proposal 4: | 19 |
| Amendment of the Articles of Incorporation to increase number of Authorized Capital shares and number of Authorized shares of common stock | 19 |
| Proposal 5: | 21 |
| Approval of the 2025 Equity Incentive Plan | 21 |
| Corporate Governance, Board Of Directors | 26 |
| Meeting and Board Committees | 26 |
| Audit Committee | 30 |
| Audit Committee Report | 31 |
| Nominating and Corporate Governance Committee | 32 |
| Compensation Committee | 35 |
| Director Compensation Policy | 37 |
| Director Compensation Table | 37 |
| Information about Director Nominees | 38 |
| Compensation Discussion and Analysis | 42 |
| Summary Compensation Table | 48 |
| Change in Control Payments | 51 |
| Director Compensation | 53 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 55 |
| Voting Procedures | 56 |
| Appendix A | 58 |
| Amended and Restated Articles of Incorporation | 58 |
| Appendix B | 59 |
| 2025 Equity Incentive Plan | 59 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.