Alight Inc Delaware
For the period ended Jun 4, 2025. Filed Apr 22, 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 4, 2025 · Filed Apr 22, 2025
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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
(Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
Alight, Inc.
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2025 Proxy
Statement
Alight Benefits
Advantage
TM
OUR VALUES
Champion
people
Grow with
purpose
Be Alight
Be empathetic.
Help create a place where everyone belongs.
We win together.
Be inspired by our higher calling of improving lives.
Fail forward and choose progress over perfection.
We are brave, show grit and grow our whole selves.
Be a beacon and empower others.
Act with integrity and be real.
We find ways to make meaningful connections.
Letter to Stockholders
April 22, 2025
DEAR FELLOW ALIGHT STOCKHOLDERS,
Thank you for your support of Alight. On behalf of the entire Board of Directors, we invite you to attend Alight’s 2025 annual meeting of
stockholders, scheduled to be held on June 4, 2025 at 1:00 p.m. Central Time in a virtual meeting format, via a live webcast. The
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be conducted at the Annual Meeting.
Also included are a proxy card and postage-paid return envelope.
By any measure, 2024 was a pivotal year for the company.
We completed our strategic repositioning and are pleased to report that we executed on several initiatives that have collectively reset Alight’s
foundation, placing us on a path toward sustainable growth and enhanced stockholder value. Achievements included the completion of our
cloud migration, the strategic divestiture of our Payroll and Professional Services business, and the evolution of our leadership structure.
Together, these steps have simplified our business model and strengthened our position as a technology-enabled employee benefits services
company, and we can now look ahead with renewed vigor and a clear focus on core strengths.
We closed the year with solid results that demonstrated increasing operational momentum, highlighted by sequential recurring revenue
improvement, robust cash flow, strong bookings and billions of dollars in revenue already placed under contract over the next several years.
We also substantially reduced our debt during the year, strengthening our balance sheet and overall financial flexibility.
In addition, the growing strength of our business and cash flow profile enabled us to initiate a quarterly cash dividend program and increase our
share repurchase authorization, highlighting our commitment to returning capital to stockholders as a key element of our capital allocation
philosophy.
As part of our ongoing commitment to governance excellence and reflecting the new chapter for Alight, we have recently refreshed our Board of
Directors. I’d like to share my deep appreciation for our prior Board members who played a critical role guiding Alight through its early evolution
as a public company. In their place, industry veterans Russ Fradin, Rob Schriesheim, Bob Lopes and Mike Hayes will provide a fresh
perspective coupled with their strong leadership skills and client-centric perspectives that align with our strategic direction. Russ serves as our
new chairperson, while we continue to benefit from Bill Foley’s invaluable presence on our Board. These individuals complement our new
executive leadership team and will help propel Alight toward our next phase of growth.
What gives us the greatest confidence is our recent strong execution with bookings growth and stronger renewals, both grounded in delivering
innovative solutions and service excellence. We are committed to continuing this momentum and further enhancing Alight’s value proposition
for both clients and stockholders.
Looking ahead, we expect that 2025 will be a year marked by steady progress and strong execution while navigating the evolving global and
geopolitical environment, as we position the company for sustainable, profitable growth.
I am deeply honored to be leading this great company, and on behalf of everyone at Alight, express our sincere appreciation for your ongoing
interest and support.
Sincerely,
David D. Guilmette, Director, Vice Chair and Chief Executive Officer
Notice of Annual Meeting of Stockholders
ALIGHT, INC.
Notice of Annual
Meeting of Stockholders
The 2025 annual meeting of stockholders (including any adjournments, postponements, or continuations thereof, the “Annual Meeting”)
of Alight, Inc. (the “Company”) will be held virtually on June 4, 2025 at 1:00 p.m. Central Time.
DATE AND TIME
June 4, 2025
1:00 p.m. Central Time
VIRTUAL LOCATION
You can attend the Annual Meeting online, vote your shares
electronically and submit your questions during the Annual
Meeting by visitingwww.virtualshareholdermeeting.com/
ALIT2025. To participate in the Annual Meeting, you must pre-
register atwww.virtualshareholdermeeting.com/ALIT2025. by
11:59 p.m. Central Time on June 2, 2025.
| Proposal No. | BoardRecommendation | |
| 1. | To elect four Class I director nominees named in this Proxy Statement to our Board of Directors (the “Board”).Each of the director nominees named herein is standing for election for a three-year term ending at the 2028 annual meeting of stockholders (the “2028 Annual Meeting”) and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, or removal. | FOR EACH NOMINEE |
| 2. | To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2025. | FOR |
| 3. | To approve, on an advisory (non-binding) basis, the 2024 compensation paid to our named executive officers. | FOR |
Items of Business
Stockholders will also act on such other matters as may properly come before the Annual Meeting.
Record Date
You are entitled to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record at the close of business
on April 7, 2025 (the “record date”). A list of the stockholders of record at the record date will be available electronically during the
Annual Meeting atwww.virtualshareholdermeeting.com/ALIT2025.
Voting
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as
possible by following the instructions on the enclosed proxy card so that your shares are represented and your voice is heard.
Notice of Annual Meeting of Stockholders
2025 PROXY STATEMENT
Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.
Stockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting. Such
stockholders are urged to submit an enclosed proxy card, even if their shares were sold after such date. More information on voting
your enclosed proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on
the enclosed proxy card.
Attendance and Participation at the Annual Meeting
Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the
close of business on the record date and guests of the Company. You will not be able to attend the Annual Meeting in person at a
physical location. In order to attend the virtual meeting, you will need to pre-register atwww.virtualshareholdermeeting.com/ALIT2025
by 11:59 p.m. Central Time on June 2, 2025. Please see “How may I participate in the virtual Annual Meeting?” in the accompanying
Proxy Statement for instructions about how to pre-register. Once pre-registered, stockholders as of the record date will be able to attend
the virtual Annual Meeting by visiting the link noted above, where you will be able to listen to the meeting live, submit questions, and
vote.
If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:
MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
Stockholders Call Toll-Free: +1 (800) 322-2885 (U.S. and Canada) or
+1 (212) 929-5500 (all other countries, banks and brokers)
Notice of Annual Meeting of Stockholders
By Order of the Board of Directors,
Martin T. Felli
Chief Legal Officer and Corporate Secretary
April 22, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 4, 2025:
The Notice of Internet Availability, the accompanying Proxy Statement and our Annual Report are available free of charge at
www.proxyvote.com. As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy
materials to stockholders over the Internet. We sent a Notice of Internet Availability of Proxy Materials on or about April 22, 2025 to our
stockholders of record at the close of business on April 7, 2025. The notice contains instructions on how to access our Proxy Statement
and Annual Report and vote online. A list of the stockholders of record at the close of business on April 7, 2025 will also be available
electronically during the Annual Meeting atwww.virtualshareholdermeeting.com/ALIT2025.
CONTENTS
| Letter to Stockholders | |
| Notice of Annual Meeting of Stockholders | |
| 1 | 2025 Proxy Statement Summary |
| 1 | Background |
| 1 | Proxy Voting Methods |
| 2 | Proposals |
| 3 | Corporate Governance Highlights |
| 3 | Executive Compensation Highlights |
| 4 | Investor Engagement |
| 4 | Awards and Recent Recognition |
| 6 | Questions and Answers About Our Annual Meeting |
| 13 | Proposal No. 1: Election of Directors |
| 13 | Our Board of Directors |
| 23 | Director Compensation |
| 25 | Executive Officers |
| 28 | Corporate Governance |
| 38 | Security Ownership of Certain Beneficial Owners and Management |
| 41 | Certain Relationships and Related Person Transactions |
| 46 | Executive Compensation |
| 76 | Proposal No. 2: Appointment of Independent Registered Public Accounting Firm |
| 78 | Proposal No. 3: To Approve, on an Advisory (Non-Binding) Basis, the 2024 Compensation Paid to Our Named Executive Officers |
| 79 | Additional Information Regarding Our Annual Meeting |
In this Proxy Statement, we refer to Alight, Inc. as “Alight,” the “Company,” “we,” and “us” (as the context requires), the Company’s
Board of Directors as the “Board,” and the Company’s 2025 Annual Meeting of Stockholders, including any adjournments,
postponements, or continuations thereof, as the “Annual Meeting.”
| Proxy Statement and Meeting Overview | Board of Directors | CorporateGovernance | ExecutiveCompensation | AuditorApprovals | Say-On-Pay | AdditionalInformation |
|---|
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.