SelectQuote Inc
For the period ended Nov 12, 2024. Filed Oct 2, 2024.
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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.
Nov 12, 2024 · Filed Oct 2, 2024
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DEF 14A 1 a2024proxystatement.htm DEF 14A
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 Under to §240.14a-12
SelectQuote, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, of other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ 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.
Dear SelectQuote Stockholder:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of SelectQuote, Inc. (the “2024 Annual Meeting”), to be held on November 12, 2024, at 9:00 a.m. Central Time. The 2024 Annual Meeting will be held in virtual format only, via live webcast on the Internet. There will be no in-person meeting. You will be able to attend and participate in the 2024 Annual Meeting online by visitingwww.virtualshareholdermeeting.com/SLQT2024, where you will also be able to vote electronically and submit questions in real time.
Only stockholders of record at the close of business on September 20, 2024 are entitled to receive notice of and to vote at the 2024 Annual Meeting. You will need the 16-digit control number identified on your proxy card and in the instructions accompanying your proxy materials to attend the 2024 Annual Meeting. For additional logistical information about the 2024 Annual Meeting, please refer to the section of this proxy statement entitled “General Information.”
Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting online, please ensure that your shares are voted by signing and returning a proxy card or by using our online or telephonic voting system. If you attend the 2024 Annual Meeting online, you may vote during the meeting even if you have previously returned a proxy.
Thank you for your ongoing support of and continued interest in SelectQuote.
Sincerely,
Timothy R. Danker
Chief Executive Officer
NOTICE OF THE 2024 ANNUAL MEETING
The 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting” or the “Annual Meeting”) of SelectQuote, Inc., a Delaware corporation (the “Company”), will be held at the time and place and for the purposes indicated below.
| Time and Date: | 9:00 a.m., central time, on November 12, 2024. |
|---|---|
| Place: | Online, via live virtual webcast, at www.virtualshareholdermeeting.com/SLQT2024. |
| Items of Business: | To elect two Class II directors named in this proxy statement to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified (“Proposal 1”);To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2025 (“Proposal 2”);To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers (“Proposal 3”); andTo transact such other matters as may properly come before the meeting and any adjournment or postponement thereof. |
| Recommendations of the Board: | The Board of Directors unanimously recommends that you vote as follows:“FOR” each of the Class II directors nominees in Proposal 1, “FOR” Proposal 2; and “FOR” Proposal 3. |
| Adjournments and Postponements: | Any action on the items of business described above may be considered at the 2024 Annual Meeting at the time and on the date specified above or at any time and date to which the 2024 Annual Meeting may be properly adjourned or postponed. |
| Record Date: | Our Board of Directors has set September 20, 2024 as the record date for determining the holders of the Company’s common stock that are eligible to vote at the 2024 Annual Meeting. |
| Voting: | Your vote is very important. To ensure your representation at the 2024 Annual Meeting, please vote your shares as soon as possible, even if you plan to attend live. You are urged to vote online or by telephone or, if you received printed proxy materials, to submit your proxy card in the envelope provided to you so that your shares can be voted at the 2024 Annual Meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on your proxy card or voting instruction form or in this proxy statement under the heading “General Information.”If you have any questions or require any assistance voting your shares, please contact our proxy solicitor at the following telephone number or address:Georgeson LLC(866) 467-0326 1290 Avenue of the Americas, 9th Floor, New York, New York 10104 |
|---|---|
| Corporate Headquarters: | 6800 West 115th Street, Suite 2511, Overland Park, Kansas 66211 |
| By Order of the Board of DirectorsDaniel A. BoulwareGeneral Counsel and Secretary | |
| Overland Park, KansasOctober 2, 2024 | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING TO BE HELD ON NOVEMBER 12, 2024
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended June 30, 2024 are available at www.proxyvote.com.
TABLE OF CONTENTS
| GENERAL INFORMATION | 5 |
|---|---|
| PROPOSAL ONE: ELECTION OF DIRECTORS | 9 |
| CORPORATE GOVERNANCE | 10 |
| Directors | 10 |
| Board Leadership Structure | 12 |
| Director Independence | 12 |
| Board’s Role in Risk Oversight | 12 |
| Board Meetings and Committees | 13 |
| Executive Sessions | 17 |
| Corporate Governance Guidelines | 17 |
| Code of Business Conduct | 18 |
| Anti-Hedging, Anti-Short Selling, and Anti-Pledging Policy | 18 |
| Stockholder Engagement | 19 |
| Stockholder Communications | 19 |
| Non-Employee Director Compensation | 19 |
| EXECUTIVE OFFICERS | 21 |
| PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| Audit Committee Report | 24 |
| EXECUTIVE COMPENSATION | 25 |
| Summary Compensation Table | 28 |
| Narrative Disclosure to Summary Compensation Table | 29 |
| Outstanding Equity Awards at Fiscal Year End | 34 |
| Pay Versus Performance | 35 |
| Compensation and Risk | 38 |
| Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 38 |
| Stock Ownership Guidelines | 38 |
| Clawback Policy | 39 |
| PROPOSAL THREE: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 39 |
| EQUITY COMPENSATION PLAN INFORMATION | 40 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 40 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 42 |
| DEADLINES FOR STOCKHOLDER PROPOSALS | 43 |
| APPENDIX A - Reconciliation of Non-GAAP Financial Measures | 45 |
| APPENDIX B - Form of Proxy Card | 46 |
2024 ANNUAL MEETING
November 12, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.