International Money Express Inc
For the period ended Dec 31, 2023. 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.
Dec 31, 2023 · 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
(Amendment No. )
Filed by the Registrantx
Filed by a party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under §240.14a-12 |
INTERNATIONAL MONEY EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF THE 2024 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 21, 2024
April 29, 2024
Dear Fellow Stockholders:
We are pleased to inform you that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of International Money Express, Inc. (the “Company,” “Intermex,” “we,” “us” or “our”) will be held on Friday, June 21, 2024, at 11:00 a.m., Eastern Time, at 9100 South Dadeland Blvd., Suite 1100, Miami, FL 33156.
The agenda of the 2024 Annual Meeting will be the following items of business, which are more fully described in this proxy statement:
| Agenda Item | Board Vote Recommendation | |
| 1 | To elect three Class III directors to serve for a term of three years or until their respective successors are duly elected and qualified. | “FOR” |
| 2 | To ratify the appointment of BDO USA, P.C. as Intermex’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | “FOR” |
| 3 | Approval of a non-binding advisory resolution regarding the compensation of our named executive officers. | “FOR” |
| 4 | Such other business as may properly be brought before the 2024 Annual Meeting, and at any adjournments or postponements of the 2024 Annual Meeting. | NOT APPLICABLE |
All stockholders as of the close of business on April 22, 2024, our record date, are cordially invited to attend the 2024 Annual Meeting in person. Please read this proxy statement carefully to ensure that you have proper evidence of stock ownership as of April 22, 2024, as we will not be able to accommodate guests without such evidence at the 2024 Annual Meeting.
Stockholders of record at the close of business on April 22, 2024 will receive our proxy materials. Beneficial owners of our common stock at the close of business on April 22, 2024 will receive these proxy materials on behalf of their brokers, banks or other intermediaries through which they hold shares. These proxy materials are being distributed to you on or about April 29, 2024.
Your vote is very important. Whether or not you plan to attend or participate in the 2024 Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible.
For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the 2024 Annual Meeting and Procedural Matters” and the instructions on the enclosed proxy card or the proxy materials you receive from your broker, bank or other intermediary.
Thank you for your ongoing support of Intermex.
By Order of the Board of Directors,
Robert Lisy
Chairman, Chief Executive Officer and President
| PROXY STATEMENTFOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS | |
|---|---|
| Page | |
| NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS | 1 |
| QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND PROCEDURAL MATTERS | 2 |
| PROPOSAL ONE - ELECTION OF THREE CLASS III DIRECTORS | 11 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) INFORMATION | 17 |
| ESG HIGHLIGHTS | 18 |
| CORPORATE GOVERNANCE | 20 |
| DIRECTOR INDEPENDENCE | 20 |
| BOARD, COMMITTEE AND ANNUAL MEETING ATTENDANCE | 20 |
| COMMITTEES OF THE BOARD OF DIRECTORS | 20 |
| GUIDELINES FOR SELECTING DIRECTOR NOMINEES | 23 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 23 |
| BOARD LEADERSHIP STRUCTURE AND BOARD ROLE IN RISK OVERSIGHT | 23 |
| CODE OF BUSINESS CONDUCT AND ETHICS | 24 |
| ANTI-HEDGING AND ANTI-PLEDGING POLICY | 24 |
| CORPORATE GOVERNANCE GUIDELINES | 25 |
| CONTACTING THE BOARD OF DIRECTORS | 25 |
| EXECUTIVE OFFICERS | 26 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| OVERVIEW OF THE COMPENSATION PROGRAM | 29 |
| PRIMARY COMPONENTS OF OUR EXECUTIVE COMPENSATION FOR 2023 | 32 |
| COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 41 |
| NAMED EXECUTIVE OFFICER COMPENSATION | 42 |
|---|---|
| SUMMARY COMPENSATION TABLE | 42 |
| 2023 GRANTS OF PLAN-BASED AWARDS TABLE | 44 |
| OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2023 | 45 |
| OPTION EXERCISES AND STOCK VESTED FOR 2023 TABLE | 46 |
| EMPLOYMENT AGREEMENTS | 46 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 50 |
| 2023 PAY VERSUS PERFORMANCE | 56 |
| CEO PAY RATIO | 60 |
| DIRECTOR COMPENSATION | 61 |
| OVERVIEW | 61 |
| DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023 | 62 |
| PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 |
| PROPOSAL THREE - APPROVAL OF A NON-BINDING ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 65 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 66 |
| REVIEW OF RELATED PARTY TRANSACTIONS | 66 |
| CERTAIN RELATED PARTY TRANSACTIONS | 66 |
| OWNERSHIP OF SECURITIES | 68 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 68 |
| SECTION 16(A) REPORTS | 70 |
| AUDIT COMMITTEE REPORT | 71 |
| OTHER MATTERS | 72 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.