Remitly Global Inc
For the period ended Jun 12, 2024. Filed Apr 26, 2024.
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Jun 12, 2024 · Filed Apr 26, 2024
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Cover page
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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
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 Pursuant to §240.14a-12 |
REMITLY GLOBAL, INC.
(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. |
Remitly Global, Inc.
Notice of Annual Meeting of Stockholders
Wednesday, June 12, 2024
10:00 a.m. Pacific Time
Online at www.virtualshareholdermeeting.com/RELY2024
There is no physical location for the Annual Meeting
Items of Business
The principal business of the 2024 annual meeting of stockholders (“Annual Meeting”) will be to:
Elect three Class III directors for a three-year term;
Approve, on an advisory basis, the compensation of our named executive officers;
Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
Transact any other business as may properly come before the meeting or any adjournment or postponement thereof.
The Record Date
The record date is April 15, 2024 (the “Record Date”). You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on such Record Date. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
Dissemination of Materials
This notice of the Annual Meeting, proxy statement, and form of proxy are being distributed and made available on or about April 26, 2024.
We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.
By Order of the Board of Directors,
Saema SomalyaEVP, Legal and Risk
Seattle, WA
April 26, 2024
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 12, 2024:
The Notice of Annual Meeting, Proxy Statement and our Annual Report to Stockholders
are available electronically at
www.proxyvote.com
TO OUR STOCKHOLDERS:
In the pursuit of our vision to transform lives with trusted financial services that transcend borders, we continue to grow, develop, and evolve our governance practices to meet the needs of our growing and increasingly complex business and the challenging macro environment. Here are some highlights from this past year:
Board Composition and Education
We refreshed our board of directors and continuously expanded its expertise by welcoming two new independent board members in April 2023 – Phyllis Campbell and Ryno Blignaut – who bring decades of global financial services expertise to our board of directors. Their onboarding, which was designed to complement their backgrounds, included meetings with management on the company’s business, industry, strategy, technology, and cultural values.
We also hosted bespoke board education sessions led by both internal and external experts for the full board of directors around strategic topics relating to our business and industry. These sessions provided important insights for our board of directors in overseeing the company’s strategy and risk management, and also provided a forum for substantive discussion among board members and engagement with management.
Risk Management for Our Customers
Risk management is a key part of our business and strategy, whether it’s through protecting our customers or building operational resilience. We have a three lines of defense framework for risk management, which defines clear roles and responsibilities across the organization to manage risks. This model also strengthens our first line of defense through better understanding and ownership of key risks in serving our customers.
We also continuously work to deliver secure, ethical transactions by protecting our customers’ funds and their data. We created a new dedicated team within our compliance organization focused on customer protection and have continued to invest in our financial crimes and money transmission licensing programs to remain proactive and engaged in maintaining the high level of regulatory compliance required in our business. Our new policy and regulatory affairs team also supports our business in advocating for the needs of our customers.
Global Impact
Global impact is inherent in our business, and our global impact programs aim to expand and extend how we deliver on our vision in ways that transform not only the lives of our customers but also communities around the globe. In 2023, we made the inaugural grants from the Remitly Foundation to philanthropic organizations with a focus on climate resilience. We also continued to fulfill our Pledge 1% commitment, which funds the Remitly Foundation, by donating the third installment of the 1.8 million total shares pledged.
We also issued our first Impact Report in 2023, which addressed our efforts taken in areas such as environmental stewardship, workplace and community health and safety, and corporate governance.
Everything that we do, including in governance, risk management, and global impact, is centered around our customers and our vision. We are proud of our efforts in 2023 to continuously improve in ways that benefit our customers, employees, stockholders, and global communities, and thank you for your support for what we do here at Remitly.
Sincerely,
Saema Somalya
EVP, Legal and Risk and Corporate Secretary
REMITLY GLOBAL, INC.
Proxy Statement
Table of Contents
| Questions and Answers | 3 |
|---|---|
| Proposal No. 1 - Election of Directors | 9 |
| Board of Directors | 12 |
| Corporate Governance | 18 |
| Ownership of Common Stock | 21 |
| Delinquent Section 16(a) Reports | 23 |
| Director Compensation | 24 |
| Director Compensation Table | 25 |
| Compensation Discussion & Analysis | 26 |
| Executive Compensation Tables | 34 |
| Summary Compensation Table | 34 |
| Grants of Plan-Based Awards | 35 |
| Outstanding Awards at Fiscal Year-End | 36 |
| Option Exercises and Stock Vested Table | 39 |
| Potential Payments upon Termination or Change in Control | 40 |
| CEO Pay Ratio | 42 |
| Pay vs Performance | 43 |
| Equity Compensation Plan Information | 45 |
| Certain Relationships and Related-Party and Other Transactions | 46 |
| Proposal No. 2 - Approval of the Say-on-Pay Proposal | 47 |
| Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 48 |
| Audit and Risk Committee Report | 49 |
| Pre-Approval Policies and Procedures | 49 |
Forward-Looking Statements
This proxy statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates, and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.