EVERTEC Files Proxy Materials

TL;DR

EVERTEC filed proxy docs, shareholders get to vote.

AI Summary

EVERTEC, Inc. filed a Definitive Additional Materials filing (DEFA14A) on May 13, 2024. This filing relates to the company's proxy statement and is subject to the Securities Exchange Act of 1934. The filing does not require a fee.

Why It Matters

This filing provides shareholders with important information regarding the company's proxy statement, which is crucial for voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine filing related to proxy statements and does not indicate any immediate financial or operational risks.

Key Players & Entities

• EVERTEC, Inc. (company) — Registrant
• 0001559865-24-000029 (filing_id) — Accession Number
• 20240513 (date) — Filing Date

FAQ

Key Financial Figures

• $6,000,000 — -term retention grant of RSUs valued at $6,000,000 for Mr. Schuessler in December 2023, wh
• $30 million — sold to Popular generated approximately $30 million in annualized revenues at above average

Filing Documents

• defa14a12312023amendmentno1.htm (DEFA14A) — 37KB
• graphic.jpg (GRAPHIC) — 205KB
• image.jpg (GRAPHIC) — 10KB
• image3a.jpg (GRAPHIC) — 165KB
• image4a.jpg (GRAPHIC) — 32KB
• imagev1.jpg (GRAPHIC) — 195KB
• imagev2.jpg (GRAPHIC) — 153KB
• imagev3.jpg (GRAPHIC) — 162KB
• 0001559865-24-000029.txt ( ) — 1300KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 EVERTEC, 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 the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required per Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. EVERTEC, INC. SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024 May 13, 2024 Dear Evertec Stockholders On behalf of the Board of Directors of Evertec, Inc. ("Evertec", the "Company", "we", "us", or "our") we are writing to encourage you to vote "FOR" Proposal 2 – Advisory vote on executive compensation for our named executive officers (also known as the Say-on-Pay ("SOP") Proposal) , at the Company's 2024 Annual Meeting of Stockholders, which will be held virtually on Thursday, May 23, 2024. It has come to our attention that concerns have been expressed by certain proxy advisory firms regarding our 2023 compensation program. Evertec is committed to strong governance and pay-for-performance results as evidenced by our 97.55% average SOP support level over a 9-year period since 2015, the first year we were subject to a SOP vote since becoming a public company. In an effort to provide you with a complete picture, context, and thorough understanding of the decisions and rationale employed by our Board and Compensation Committee (the "Committee") regarding the Company's compensation program during 2023 we will address the following items The special long-term retention grant to Mr. Schuessler, our Chief Executive Officer ("CEO"), and commitment to not grant additional special retention or one-time awards to Mr. Schuessler for the duration of the existing retention grant (i.e., approximately 4 years) Further context regarding Evertec's incentive goal-setting process for fiscal year 2023 and historic approach to a robust performance evaluation process Institutional Shareholder Services ("ISS") peer group selection and corresponding CEO pay levels for the current and past ISS peer groups, which drive the ISS Pay-for-Performance quantitative test results Rationale for the long-term incentive design at Evertec which has been in place for the last eight years 1. Special Long-Term Retention Grant for Our CEO The Committee approved a one-time special long-term retention grant of RSUs valued at $6,000,000 for Mr. Schuessler in December 2023, which was a critical juncture for our Company, having just announced the largest acquisition in our Company's history, Sinqia S.A. Successful integration of this business is essential to the future growth and expansion of our footprint in Latin America. The RSUs will cliff vest on the fourth anniversary of grant, subject to continued service. During this time period, the Board discussed the existing holding power associated with outstanding awards currently held by Mr. Schuessler in the context of an extremely active marketplace for high caliber executive talent in our industry. Understanding the importance of a cohesive and intact leadership team for the foreseeable future, the Committee determined that a special one-time award to the CEO would help protect the Company and its shareholders and properly incentivize Mr. Schuessler to remain as the Company's CEO and ensure his continued leadership of the Company. In structuring the size and design of the award, the Committee discussed adding performance conditions to the award such as deal synergies and other strategic initiatives. Ultimately, the Committee felt deal-related metrics would be more subjective, resulting in potentially greater scrutiny and questions around the awards construct when the primary goal was Mr. Schuessler's retention for at least the next four years. To bolster the Company's retention efforts, the Committee placed stringent cliff vesting conditions on the award, well outside vesting associated with Evertec's normal annual equity grant practices and those found among the Company's peers. The size of the award was designed to be roughly equal to 1x Mr. Schuessler's annual Long-Term Incentive ("LTI") opportunity which represented a meaningful increase in his holding power and is generally aligned with market data for such awards as provided by the Committee's independent outside compensation

View Full Filing

View this DEFA14A filing on SEC EDGAR