IBEX Ltd
For the period ended Jun 30, 2025. Filed Oct 28, 2025.
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Jun 30, 2025 · Filed Oct 28, 2025
Contents
Forward-Looking Statements and Website References
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current facts, made in this document are forward-looking. We use words such as "anticipates," "believes," "expects," "future," "intends," and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, such as changes in demand for our services and changes in macroeconomic conditions, are described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
TABLE OF CONTENTS
| CORPORATE GOVERNANCE | 1 |
|---|---|
| Board of Directors | 1 |
| Status as a Controlled Company | 1 |
| Director Independence | 2 |
| Board Leadership Structure | 2 |
| Director Nominations | 2 |
| Board Diversity | 3 |
| PRESENTATION OF FINANCIAL STATEMENTS | 3 |
| PROPOSAL ONE - SET NUMBER OF DIRECTORS | 4 |
| PROPOSAL TWO - ELECTION OF DIRECTORS | 4 |
| Director Nominees | 4 |
| Board Meetings | 9 |
| Board Committees | 9 |
| Risk Oversight | 10 |
| Prohibitions of Hedging and Pledging | 12 |
| Communications with Directors | 12 |
| Governance Documents | 12 |
| Director Compensation | 12 |
| PROPOSAL THREE - BOARD TO FILL ANY BOARD VACANCY | 14 |
| PROPOSAL FOUR - APPROVAL OF AMENDED & RESTATED LTIP | 14 |
| Summary of Material Terms of Amended & Restated LTIP | 16 |
| PROPOSAL FIVE - APPROVAL OF AUDITOR APPOINTMENT | 26 |
| Audit Fees and Services | 26 |
| AUDIT COMMITTEE REPORT | 28 |
| EXECUTIVE COMPENSATION | 29 |
| Elements of the Company's Executive Compensation Program | 30 |
| Other Elements of Compensation | 31 |
| Outstanding Equity Awards | 31 |
| Executive Compensation Arrangements | 33 |
| Compensation Consultant | 36 |
| Timing of Option Grants | 37 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 37 |
| BENEFICIAL OWNERSHIP OF SECURITIES | 38 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 39 |
| OTHER MATTERS | 42 |
| APPENDIX A - NON-GAAP MEASURES | 45 |
| APPENDIX B - AMENDED & RESTATED LONG-TERM INCENTIVE PLAN | 49 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.