Sezzle Inc

DEF 14A 1 a2024def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

SEZZLE 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):

Letter from our Executive Chairman and Chief Executive Officer

Dear Fellow Shareholders,

2023 was nothing short of extraordinary for Sezzle as a Buy Now, Pay Later (BNPL) company. Reflecting on the past year, I’m inspired by our innovations, achievements, and our dedication to superior execution. Our journey over the last several years has certainly been challenging, but these challenges transformed Sezzle to produce the results you’re seeing today.

We began 2023 with a clear goal: to attain full-year GAAP net income. I am thrilled to report that we successfully achieved this goal. In a remarkable show of consistency, we even reported four consecutive quarters of net income. Sezzle is reshaping the BNPL narrative with a sustainable and prosperous business model, as evidenced by our achievement of full-year net income in 2023. We believe Sezzle is leading the way to a new era for the BNPL sector as a model for sustainable growth and profitability.

Delivering on Our Promise of Profitability Through Innovation and Operational Efficiency

Our achievement of full-year profitability not only reflects our commitment to driving value and fostering growth but also our ability to deliver on promises we make to the market. During 2022, we made it our primary focus to attain profitability amidst a challenging economic environment, a goal we successfully attained in the back half of the year. We maintained this momentum in 2023 by successfully executing several key strategic initiatives that catapulted us from a net loss of $38.1 million in 2022 to a net income of $7.1 million in 2023. This marks a $45.2 million year-over-year improvement and a $82.3 million turnaround from 2021. These results prove our business is on a solid foundation for sustainable growth in the future.

Innovation was crucial to our success. Roughly one year after the launch of Sezzle Premium, our first subscription product, we launched Sezzle Anywhere, which was taken in by our customer base as a highly valued subscription offering. Our Anywhere product emerged as the flagship offering, forming an integral part of our subscription suite alongside Premium. The engagement of our subscriber base is astonishing. Our subscribers leveraged this product 2.2 times more frequently than non-subscribers, with the top 10% of Sezzle Anywhere subscribers making a staggering 37 purchases every 90 days 1. These statistics underscore the significant value our subscription suite brings to our consumers, solidifying our position as a top-of-wallet payment option for many.

Amidst our efforts pioneering new payment capabilities for our consumers, we remained persistent in our commitment to operational efficiency. Through rigorous cost reduction initiatives implemented in 2022 and a continued focus on efficiency throughout 2023, we accomplished our growth goals while significantly cutting our overhead costs. We intend to uphold our commitment to lean operations to balance efficiency with sustainable growth.

Departing the ASX for Our New Home - Nasdaq

The achievement of these milestones coincided with our listing on the Nasdaq Capital Market (Nasdaq) in August and subsequent delisting from the Australian Securities Exchange (ASX). This strategic move aligns our listing location with our primary operational hub in the United States and reduces the financial and operational burdens of a dual list. We are thrilled to embark on this new chapter in our journey as a public company. At this juncture, I would like to express my deepest gratitude to our Australian investors for their support since our ASX listing in 2019. Our time as a public company on the ASX will always be remembered as a key milestone of Sezzle’s growth story, and we thank you for being a part of it.

1 Frequency corresponds to 90-days ending February 5, 2024.

Setting the Stage for the Next Phase of Growth

Our past accomplishments leave me filled with optimism and enthusiasm for the journey that lies ahead. 2022 marked the beginning of an exceptional turnaround journey for our company, while 2023 validated our strategic roadmap. In 2024, we will continue to innovate with a hyperfocus on profitability, with the expectation of increasing our net income by over two-fold to $20.0 million. And it isn’t just about the numbers. We also plan to renew our B Corporation certification in 2024, reaffirming our dedication to improving the lives of all our stakeholders, in line with our commitment as a Public Benefit Corporation.

Yet none of this could have been achieved without the hard work and dedication of our Sezzlers and the trusted support from our Board of Directors. I extend my heartfelt gratitude to each and every one of you for your tireless efforts and commitment to our shared mission of Financially Empowering the Next Generation. Thank you.

As we evolve into a premier, all-encompassing financial services provider for the Next Generation of consumers, our commitment to driving value for our stakeholders and shareholders alike is unwavering. I am confident that with our collective efforts and determination, the best is yet to come.

Thank you for your continued trust and support. Your faith in us fuels our determination to achieve more and propels us towards greater heights.

Sincerely,

Charles Youakim

Executive Chairman and Chief Executive Officer

NOTICE OF THE 2024 ANNUAL GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON

THURSDAY, JUNE 13, 2024 AT 5:00 P.M. (U.S. EASTERN TIME)

TO THE STOCKHOLDERS OF SEZZLE INC.:

Please take notice that the Annual Meeting of Stockholders (the “Annual Meeting”) of Sezzle Inc. (the “Company”) will be held on Thursday, June 13, 2024 at 5:00 p.m. (US Eastern Time), via virtual meeting conducted exclusively online via live webcast at https://meetnow.global/MFH4YSX, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. The election of six directors named in the Proxy Statement to serve until their successors are duly elected and qualified;

2. The ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending 2024; and

3. The transaction of any other business as may properly come before the Annual Meeting or any adjournments thereof.

Pursuant to due action of the Board of Directors, stockholders of record on Monday, April 15, 2024 at 5:00 p.m. (US Eastern Time) will be entitled to vote at the Annual Meeting or any adjournments thereof.

This Notice is accompanied by a Proxy Statement, Explanatory Notes, a Proxy Form and Voting Instructions Form, which all form part of this Notice.

The Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each of which is included with this Notice, are also available to you on the Internet. To view the proxy materials on the Internet, visit investors.sezzle.com.

We encourage you to review all of the important information contained in the proxy materials before voting.

By Order of the Board of Directors

Charles Youakim

Executive Chairman and Chief Executive Officer

Minneapolis, Minnesota

April 23, 2024

IMPORTANT INFORMATION

Record Date

You are entitled to notice of, and to vote at, the Meeting (and any adjournment or postponement thereof) if you were a Stockholder on Monday, April 15, 2024 at 5:00 p.m. (US Eastern Time) (the Record Date).

Voting by Proxy

Whether or not you plan to participate in the virtual Meeting, you can ensure that your Shares are represented at the Meeting by promptly completing, signing and returning the Proxy Form or voting and submitting your Proxy Form online, in each case in accordance with the instructions on the Proxy Form, as soon as possible. If you later decide to participate in the virtual Meeting, you may withdraw your proxy and vote in person.

Forward-Looking Statements

This Notice and the Proxy Statement and accompanying materials may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and include statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “expect,” “estimate,” “may,” “might,” “will,” “could,” “can,” “shall,” “should,” “would,” “leading,” “objective,” “intend,” “contemplate,” “design,” “predict,” “potential,” “plan,” “target” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties, and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC.

The Company expressly disclaims any obligation to update or alter any statements as a result of new information, future events or otherwise, except as required by law. While the Company believes that the expectations reflected in the forward-looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward-looking statements in this Notice and its accompanying documents will actually occur.

Disclaimer

No person is authorized to give any information or make any representation in connection with the subject matter of an item which is not contained in this Notice or its accompanying documents. Any information which is not contained in this Notice or accompanying documents may not be relied on as having been authorized by the Company or the Board.

Electronic Copy

An electronic copy of this Notice and accompanying documents is available on the Company’s website at investors.sezzle.com.

Virtual Meeting

This year’s Annual Meeting will be conducted virtually using an online meeting platform accessible at https://meetnow.global/MFH4YSX.

Stockholders will not be able to attend the Annual Meeting in person. Stockholders, proxyholders, attorneys and authorized corporate representatives must log into the online Annual Meeting platform to participate in the Meeting. By participating in the Annual Meeting online, you will be able to:

•hear the Meeting discussion and view presentation slides;

•submit written questions while the Meeting is progressing; and

•vote during the Meeting.

We recommend logging into the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

Access: Once the webpage above has loaded into your web browser, click “JOIN MEETING NOW.” Then select Shareholder on the login screen and enter your Control Number, or if you are an appointed proxy, select Invitation and enter your Invite Code.

If you have trouble logging in, contact the virtual hosting company using the telephone number provided at the bottom of the screen.

Important Notice for Non-Registered Holders: Non-registered holders (shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxy will not be able to participate at the meeting. Non-registered holders that wish to attend and participate should follow the instructions on the voting information form and in the management information circular relating to the meeting to appoint and register themselves as proxy, otherwise you will be required to login as a guest.

If you are a guest: Select Guest on the login screen. As a guest, you will be prompted to enter your name and email address. Please note, guests will not be able to ask questions or vote at the meeting.

Online voting will be open between the commencement of the Annual Meeting and the time at which the Chairman announces voting closure.

You may still attend the Annual Meeting virtually if you have completed a Proxy Form, but in that case, you will not vote directly; rather, the person you have appointed as proxy will cast your vote on your behalf.

Stockholders are also encouraged to submit any questions in advance of the Annual Meeting to the Company. Questions must be submitted in writing to the Company by email to investorrelations@sezzle.com at least 48 hours prior to the Annual Meeting.

Stockholders will also have the opportunity to submit written questions during the Annual Meeting in respect to the formal items of business, however it would be preferable for questions to be submitted to the Company in advance of the Meeting. In order to ask a question during the Annual Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Annual Meeting. Stockholders are limited to a maximum of two questions each (including any questions submitted in advance of the Annual Meeting).

IMPORTANT: To assure that your shares are represented at the meeting, please vote your shares over the telephone, via the Internet or by marking, signing, dating and returning the enclosed proxy card or applicable voting instruction form to the address specified. If you attend the meeting, you may choose to vote in person even if you have previously voted your shares, except that beneficial owners may only instruct their broker, bank or other holder of record to vote on their behalf by following the instructions on the enclosed applicable voting instruction form. Beneficial owners may not vote in person at the Meeting unless a valid proxy has been obtained from their broker, bank or other holder of record, as the case may be, with respect to their ownership interests.

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