International Money Express, Inc.
For the period ended Dec 31, 2024. Filed Apr 30, 2025.
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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, 2024 · Filed Apr 30, 2025
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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 2025 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2025
April 30, 2025
Dear Fellow Stockholders:
We are pleased to inform you that the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of International Money Express, Inc. (the “Company,” “Intermex,” “we,” “us” or “our”) will be held on Friday, June 20, 2025, at 11:00 a.m., Eastern Time, at 9100 South Dadeland Blvd., Suite 1100, Miami, FL 33156.
The agenda of the 2025 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 two Class I 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, 2025. | “FOR” |
| 3 | Approval of a non-binding advisory resolution regarding the compensation of our named executive officers. | “FOR” |
| 4 | To consider and vote upon a proposal to adopt the Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan, a copy of which is attached to this proxy statement as Annex A, and referred to as the "A&R 2020 Plan". | “FOR” |
| 5 | Such other business as may properly be brought before the 2025 Annual Meeting, and at any adjournments or postponements of the 2025 Annual Meeting. | NOT APPLICABLE |
All stockholders as of the close of business on April 21, 2025, our record date, are cordially invited to attend the 2025 Annual Meeting in person. Please read this proxy statement carefully to ensure that you have proper evidence of stock ownership as of April 21, 2025, as we will not be able to accommodate guests without such evidence at the 2025 Annual Meeting.
Stockholders of record at the close of business on April 21, 2025 will receive our proxy materials. Beneficial owners of our common stock at the close of business on April 21, 2025 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 30, 2025.
Your vote is very important. Whether or not you plan to attend or participate in the 2025 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 2025 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 2025 ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS | |
|---|---|
| Page | |
| NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS | 1 |
| QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND PROCEDURAL MATTERS | 2 |
| PROPOSAL ONE - ELECTION OF TWO CLASS I 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 | 28 |
| OVERVIEW OF THE COMPENSATION PROGRAM | 30 |
| PRIMARY COMPONENTS OF OUR EXECUTIVE COMPENSATION FOR 2024 | 33 |
| COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 42 |
| NAMED EXECUTIVE OFFICER COMPENSATION | 42 |
|---|---|
| SUMMARY COMPENSATION TABLE | 43 |
| 2024 GRANTS OF PLAN-BASED AWARDS TABLE | 44 |
| OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2024 | 45 |
| OPTION EXERCISES AND STOCK VESTED FOR 2024 TABLE | 46 |
| EMPLOYMENT AGREEMENTS | 46 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 49 |
| 2024 PAY VERSUS PERFORMANCE | 54 |
| CEO PAY RATIO | 59 |
| DIRECTOR COMPENSATION | 60 |
| OVERVIEW | 60 |
| DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024 | 61 |
| PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 |
| PROPOSAL THREE - APPROVAL OF A NON-BINDING ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 64 |
| PROPOSAL FOUR - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2020 OMNIBUS EQUITY COMPENSATION PLAN | 65 |
| OVERVIEW | 65 |
| DETERMINATION OF NUMBER OF SHARES TO ADD TO THE AMENDED AND RESTATED 2020 OMNIBUS EQUITY COMPENSATION PLAN | 65 |
| SUMMARY OF MATERIAL TERMS OF THE AMENDED AND RESTATED 2020 OMNIBUS EQUITY COMPENSATION PLAN | 67 |
| VOTE REQUIRED FOR APPROVAL | 76 |
| RECOMMENDATION OF THE BOARD | 76 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 77 |
| REVIEW OF RELATED PARTY TRANSACTIONS | 77 |
| CERTAIN RELATED PARTY TRANSACTIONS | 77 |
| OWNERSHIP OF SECURITIES | 78 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 78 |
| SECTION 16(A) REPORTS | 80 |
| AUDIT COMMITTEE REPORT | 81 |
| OTHER MATTERS | 82 |
| Annex A - Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan | 83 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.