IBEX Ltd
For the period ended Jun 30, 2025. Filed Oct 28, 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.
Jun 30, 2025 · Filed Oct 28, 2025
Contents
Overview
We are asking shareholders to approve the amendment and restatement of the Ibex Limited 2020 Long-Term Incentive Plan. On October 22, 2025, the Board approved and adopted, subject to approval of shareholders at the Annual Meeting, the amendment and restatement of the Ibex Limited 2020 Long-Term Incentive Plan. In this proposal, we refer to the Ibex Limited 2020 Long-Term Incentive Plan as the "2020 LTIP" and we refer to the Amended and Restated Ibex Limited 2020 Long-Term Incentive Plan as the "A&R 2020 LTIP."
The A&R 2020 LTIP will continue to afford the Board’s Compensation Committee the ability to design compensatory awards that are responsive to the Company’s needs and includes authorization for a variety of awards designed to advance the interests and long-term success of the Company by encouraging stock ownership among officers and other employees of the Company and its subsidiaries, certain consultants and other service providers to the Company and its subsidiaries, and non-employee directors of the Company.
We are asking shareholders to approve the A&R 2020 LTIP, which would result in the following material changes from the 2020 LTIP, as currently in effect. Approval of the A&R 2020 LTIP would:
Constitute approval of a new aggregate share reserve under the A&R 2020 LTIP of 2,637,326.13 Common Shares, par value $0.000111650536 per share, of the Company (“Common Shares”) for issuance under the A&R 2020 LTIP, which would constitute an additional 650,000 Common Shares since the last amendment to the 2020 LTIP.
Create a new ten-year plan term, expiring on December 5, 2035.
Revise the existing non-employee director annual compensation limit to clarify that it covers all compensation (including cash compensation and equity compensation) and make such revised limit $450,000 per director for any calendar year (or $900,000 during any such director’s first year of service).
Revise the dividend treatment to provide that payment of dividends or dividend equivalents on awards is prohibited unless and until such underlying award vests (and that share options and share appreciation rights will not provide for any dividends or dividend equivalents).
Include default accelerated vesting protection in the event a participant’s service is terminated without cause within two years following a change in control.
Explicitly prohibit the repricing of underwater share options or share appreciation rights or the cancellation of such awards in exchange for cash, other awards or share options/share appreciation rights with a lower exercise/base price of the original awards without shareholder approval.
Provide that the administrator may consist of a committee of the Board with two or more directors.
Revise the share recycling provision to clarify that Common Shares reacquired by the Company on the open market, if any, or otherwise from the exercise of share options will not be added back to the share pool.
Provide for certain other legal and other technical updates, including but not limited to adding whistleblower protection provisions and revising the existing clawback provisions.
The actual text of the A&R 2020 LTIP is attached to this Proxy Statement as Appendix B. The following description of the A&R 2020 LTIP is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix B.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.