Burford Capital Ltd

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. )

☒ 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 §240.14a-12

(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 all boxes that apply):

☒ 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

LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Shareholders:

On behalf of the board of directors (the “Board of Directors”) of Burford Capital Limited (“Burford”), I am pleased to cordially invite you to attend the annual general meeting of shareholders to be held on Wednesday, May 14, 2025, at 9:00 a.m. British Summer Time (the “2025 AGM”).

Transition to US domestic reporting status

US shareholders now own more than half of Burford’s issued and outstanding ordinary shares. As announced in Burford’s report on Form 6-K furnished to the US Securities and Exchange Commission (the “SEC”) on August 5, 2024, Burford determined that, as of June 30, 2024, it no longer qualified as a “foreign private issuer” as defined under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, effective as of January 1, 2025, Burford is considered a US domestic issuer and required, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC and to comply with US proxy requirements and Regulation FD.

This is the culmination of more than five years of planning and methodical steps towards this end result, which Burford believes maximizes its investability in the US public market, the world’s largest. Along the way, after listing on the New York Stock Exchange in October 2020, Burford has implemented generally accepted accounting principles in the United States, adopted a quarterly versus semi-annual reporting cadence and been added to the Russell 3000® and 2000® Indexes, among other interim steps leading to this end result.

2025 AGM business

The business to be considered at the 2025 AGM is set forth in the accompanying Notice of Annual General Meeting of Shareholders. The Board of Directors considers that all the resolutions set forth in the accompanying Notice of Annual General Meeting of Shareholders (each, a “Resolution”) are in the best interests of shareholders as a whole. Accordingly, the Board of Directors unanimously recommends that you vote in favor of each Resolution and that you vote for “one year” as the frequency of future shareholder advisory votes on the compensation of Burford’s named executive officers, which is consistent with a clear majority of US public companies.

Although Burford’s corporate governance arrangements and requirements under the US federal securities laws are now aligned with those of a US domestic issuer, Burford remains a foreign company incorporated under the laws of Guernsey with a listing on AIM, a market operated by the London Stock Exchange (“AIM”). As such, Burford continues to adhere to AIM’s listing obligations and must comply with Guernsey law and its shareholder-approved articles of incorporation to, among other things, seek shareholder approval for certain ordinary and special resolutions included in the accompanying proxy statement (the “Proxy Statement”). As a result, US investors will see certain lengthy resolutions that are customary for UK public companies and that Burford’s shareholders have routinely approved for years.

Furthermore, in addition to Burford’s usual annual resolutions, including those required as a Guernsey-incorporated company, in order to further align Burford’s compensation practices with typical US market practices, shareholders are being asked to approve the Burford Capital Limited 2025 Omnibus Incentive Compensation Plan (the “2025 Omnibus Incentive Compensation Plan”), which was unanimously approved and adopted by the Board of Directors on February 12, 2025, subject to shareholder approval at the 2025 AGM, and an amendment to the Burford Capital Deferred Compensation Plan, effective as of February 1, 2021 and as amended and restated as of November 26, 2024 (as may be further amended, supplemented or otherwise modified from time to time, the “NQDC Plan”). Summaries of the 2025 Omnibus Incentive Compensation Plan, the NQDC Plan and the amendment to the NQDC Plan (the “NQDC Plan Amendment”) are included in the Proxy Statement. Burford believes that its ability to recruit, retain and incentivize top talent will be strengthened by your approval of the 2025 Omnibus Incentive Compensation Plan and the NQDC Plan Amendment.

For the 2025 AGM, Burford will adopt the US practice of notice and access. Instead of mailing a traditional full set of proxy materials, notice and access gives Burford the option to mail a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to shareholders, directing them to a website to access electronic copies of the

i proxy materials. As a shareholder, you also have the option to request certain proxy materials after receiving the Notice of Internet Availability. Notice and access will greatly reduce the paper to print and fuel to deliver Burford’s proxy materials.

We encourage you to vote promptly, even if you plan to attend the 2025 AGM.

On behalf of the Board of Directors, we thank you for your continued investment in and support of Burford. As always, we remain committed to serving you, our shareholders.

Yours faithfully,

John Sievwright

Chair of the Board of Directors

April 3, 2025

ii

Oak House, Hirzel Street

St. Peter Port

Guernsey GY1 2NP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2025 annual general meeting of shareholders (the “2025 AGM”) of Burford Capital Limited (the “Company”, “Burford” or “we”) will be held at Oak House, Hirzel Street, St. Peter Port, Guernsey GY1 2NP at 9:00 a.m. British Summer Time on May 14, 2025. If you plan on attending the 2025 AGM in person, for logistics and security reasons, please register your intention to do so by 10:00 a.m. British Summer Time on May 8, 2025 by sending an e-mail tocosec@oak.group. If you are not a registered shareholder, please include evidence of your shareholding. The Company will only admit to the 2025 AGM (i) shareholders registered on the register of shareholders of the Company and (ii) those who have registered to attend the 2025 AGM in advance, confirmed their status as holders of the Company’s ordinary shares and received confirmation from the Company of their entitlement to attend. If you hold your ordinary shares in “street name”, you are not a registered shareholder and will not be admitted to the 2025 AGM unless you register in advance and provide evidence of your shareholding.

At the 2025 AGM, the shareholders will be asked to vote on the following Resolutions, which are described in more detail in the Proxy Statement. Resolutions 1 to 16 (inclusive) are proposed as ordinary resolutions, which means that, for each of these Resolutions to be passed, a simple majority of the votes cast by persons entitled to vote must be in favor of the Resolution. Resolutions 17 and 18 are proposed as special resolutions, which means that, for each of these Resolutions to be passed, not less than 75% of the votes cast by persons entitled to vote must be in favor of the Resolution.

Ordinary Resolutions

1. To re-elect Rukia Baruti Dames as a director of the Company for a term expiring at the close of the next annual general meeting of the Company.

2. To re-elect Christopher Bogart as a director of the Company for a term expiring at the close of the next annual general meeting of the Company.

3. To re-elect Pamela Corrie as a director of the Company for a term expiring at the close of the next annual general meeting of the Company.

4. To re-elect Robert Gillespie as a director of the Company for a term expiring at the close of the next annual general meeting of the Company.

5. To re-elect Christopher Halmy as a director of the Company for a term expiring at the close of the next annual general meeting of the Company.

6. To re-elect John Sievwright as a director of the Company for a term expiring at the close of the next annual general meeting of the Company.

7. To declare a final dividend of 6.25¢ (United States cents) per ordinary share recommended by the Board of Directors and to pay such final dividend on June 13, 2025 to all ordinary shareholders on the register of shareholders of the Company at the close of business on May 23, 2025.

8. To reappoint KPMG LLP (“KPMG”) as the Company’s external auditor and independent registered public accounting firm until the next general meeting of the Company at which accounts are laid.

9. To authorize the audit committee of the Board of Directors (the “Audit Committee”) on behalf of the Board of Directors to agree to the compensation of the Company’s external auditor.

10. To receive the Company’s accounts for the year ended December 31, 2024 and the report of the Board of Directors and the external auditor thereon.

iii

11. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement under “Executive compensation”, including the compensation discussion and analysis, the compensation tables and the related narrative discussion included therein (the “Say-on-Pay”).

12. To approve, on an advisory basis, the frequency of future shareholder advisory votes to approve the compensation of the Company’s named executive officers (the “Say-on-Frequency”).

13. To authorize the Board of Directors to allot and/or issue unissued ordinary shares in the Company and grant rights to subscribe for, or to convert any security into, ordinary shares in the Company up to a specified amount.

14. To authorize the Company to make market acquisitions of its ordinary shares up to a specified amount.

15. To approve the 2025 Omnibus Incentive Compensation Plan.

16. To approve the NQDC Plan Amendment.

Special Resolutions

17. To authorize the Board of Directors to allot and/or issue equity securities of the Company for cash without making a pre-emptive offer to shareholders (subject to the limitations set forth in Resolution 17).

18. To authorize the Board of Directors to allot and/or issue equity securities of the Company for cash without making a pre-emptive offer to shareholders (subject to the limitations set forth in Resolution 18) for an acquisition or specified capital investment.

Only holders of the Company’s ordinary shares of record as of the close of business on March 17, 2025 (the “Record Date”) are entitled to notice of and to vote at the 2025 AGM or any postponement or adjournment thereof.

As permitted by the rules of the SEC, the Company will furnish proxy materials to shareholders via the internet to expedite shareholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of the 2025 AGM. Accordingly, the Company will send to its shareholders of record and beneficial owners the Notice of Internet Availability beginning on April 3, 2025 to provide instructions on how to access the Proxy Statement and the Company’s annual report to shareholders for the year ended December 31, 2024 (the “2024 Annual Report”) via the internet and how to vote online. The Notice of Internet Availability also contains instructions on how to obtain the proxy materials in printed form.

Your vote is important, and you should read the Proxy Statement in its entirety before voting. The Company encourages you to vote by proxy in advance of the 2025 AGM whether or not you plan to attend the 2025 AGM. Shareholders of record or beneficial shareholders named as proxies by their shareholders of record who attend the 2025 AGM may vote their ordinary shares personally even if they have sent in proxies or voted online. If you hold your ordinary shares through a bank, broker or other nominee, please follow their instructions. See “General information about 2025 AGM” for additional information with respect to the 2025 AGM, including details about how to participate in the 2025 AGM and how to cast your votes.

By order of the Board of Directors of Burford Capital Limited

Oak Fund Services (Guernsey) Limited

Company Secretary

April 3, 2025

iv

TABLE OF CONTENTS