IBEX Ltd. Files 2024 Definitive Proxy Statement

TL;DR

IBEX Ltd. proxy statement filed. Get ready to vote.

AI Summary

IBEX Ltd. filed its definitive proxy statement (DEF 14A) on October 28, 2024, for the fiscal year ending June 30, 2024. The filing, which does not require a fee, concerns the company's annual meeting and related corporate governance matters. IBEX Ltd. is incorporated in Delaware and its principal executive offices are located at 1717 Pennsylvania Avenue NW, Suite 825, Washington, DC 20006.

Why It Matters

This filing provides shareholders with essential information regarding the company's governance, executive compensation, and voting matters, enabling informed participation in the annual meeting.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) and does not contain new material financial or operational information that would typically indicate elevated risk.

Key Numbers

• 0630 — Fiscal Year End (Indicates the end of the reporting period for the proxy statement.)

Key Players & Entities

• IBEX Ltd (company) — Registrant
• 0001720420-24-000048 (filing_id) — Accession Number
• 20241028 (date) — Filing Date
• 20240630 (date) — Fiscal Year End
• 1717 Pennsylvania Avenue NW, Suite 825, Washington, DC 20006 (address) — Business and Mail Address

FAQ

Filing Documents

• ibexlimited2024proxystatem.htm (DEF 14A) — 508KB
• proxycardp1.jpg (GRAPHIC) — 577KB
• proxycardp2.jpg (GRAPHIC) — 251KB
• shareholderletterp1.jpg (GRAPHIC) — 164KB
• shareholderletterp2.jpg (GRAPHIC) — 219KB
• shareholderletterp3.jpg (GRAPHIC) — 228KB
• shareholderletterp4.jpg (GRAPHIC) — 173KB
• shareholderletterp5.jpg (GRAPHIC) — 173KB
• 0001720420-24-000048.txt ( ) — 2968KB

Forward-Looking Statements and Website References

Forward-Looking Statements and Website References This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical or current facts, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations, such as changes in demand for our services and changes in macroeconomic conditions, are described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. TABLE OF CONTENTS CORPORATE GOVERNANCE 1 Board of Directors 1 Status as a Controlled Company 1 Director Independence 2 Board Leadership Structure 2 Director Nominations 2 Board Diversity 3 PRESENTATION OF FINANCIAL STATEMENTS 3 PROPOSAL ONE - SET NUMBER OF DIRECTORS 3 PROPOSAL TWO - ELECTION OF DIRECTORS 3 Director Nominees 4 Directors Not Standing for Election 6 Board Meetings 8 Board Committees 8 Risk Oversight 9 Prohibitions of Hedging and Pledging 10 Communications with Directors 10 Governance Documents 10 Director Compensation 10 PROPOSAL THREE - AUDITOR APPOINTMENT AND REMUNERATION 11 Audit Fees and Services 11 AUDIT COMMITTEE REPORT 12

EXECUTIVE COMPENSATION 13

EXECUTIVE COMPENSATION 13 Elements of the Company's Executive Compensation Program 14 Other Elements of Compensation 15 Outstanding Equity Awards at 2024 Fiscal-Year End Table 16

Executive Compensation Arrangements 17

Executive Compensation Arrangements 17 Compensation Consultant for Fiscal Year 2024 20 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 20 BENEFICIAL OWNERSHIP OF SECURITIES 23 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 25 OTHER MATTERS 28 APPENDIX A - NON-GAAP MEASURES 30 CORPORATE GOVERNANCE We refer to IBEX Limited as the "Company," "us," "we," or "our" in this Proxy Statement. Board of Directors Our Bye-laws provide that our Board of Directors (the "Board") shall consist of no less than one and no more than ten directors, with such number to be determined at each annual general meeting. The size of our Board is currently set at eight directors. Our Board currently consists of the following directors Mohammed Khaishgi Daniella Ballou-Aares Fiona Beck Robert Dechant John Jones Shuja Keen Gerard Kleisterlee Patrick McGinnis Our directors generally hold office for such terms as our shareholders may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. On October 24, 2024, Mr. John Leone announced his resignation from the Board, with effect from October 24, 2024. Also on October 24, 2024, Mr. Kleisterlee announced his retirement from the Board to be effective as of December 5, 2024. Mr. Leone's and Mr. Kleisterlee's decisions to resign from the Board were not related to any disagreements with the Company on any matter relating to its operations, policies, or practices. In accordance with our Bye-laws, the Board appointed Ms. Beck to fill Mr. Leone's vacancy as an elected director on October 24, 2024. The Resource Group International Limited (TRGI) provided notice of (i) the appointment of Mr. Patrick McGinnis to the Board, effective as of October 24, 2024, to replace Ms. Beck as its appointed director and (ii) its appointment of Mr. Mingzhe (JJ) Zhuang to the Board to replace Mr. Kleisterlee upon his r

Gender Identity

Part I Gender Identity Directors 2 4 2

Demographic Background

Part II Demographic Background Asian 2 White 2 2 Did Not Disclose Demographic Background 2 To see our Board Diversity Matrix as of October 1, 2023, please see the proxy statement filed with the SEC on October 30, 2023. PRESENTATION OF FINANCIAL STATEMENTS In accordance with Section 84 of the Companies Act and the Company's Bye-law 68, our audited financial statements for the fiscal year ended June 30, 2024 will be presented at the Annual Meeting. These financial statements have been approved by our Board. There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting. PROPOSAL ONE — SET NUMBER OF DIRECTORS The current maximum number of directors was set at eight by the shareholders at the annual general meeting of shareholders held on December 6, 2023. Bye-law 37 requires the maximum number of directors to be set by the shareholders at each annual general meeting. Accordingly, the Board proposed to set the maximum number of directors as eight at the Annual Meeting until the next annual general meeting. As described elsewhere, five of the Board positions are appointed by TRGI and these directors are not required to be re-elected at each annual general meeting of the Company, but shall continue in office until removed by TRGI, as the appointing shareholder, or as otherwise set forth in our Bye-laws. The Board has nominated three directors for the remaining positions, as further described below in Proposal Two. Our Board recommends a vote "FOR" the proposal to set the maximum number of directors as eight. PROPOSAL TWO — ELECTION OF DIRECTORS Based on the recommendation of the Nominating and Governance Committee, the Board nominated three directors for election at the Company's Annual Meeting to hold office until the next annual general meeting of our shareholders or until their successors have been elected and qualified. Each of the nominees has consen

View Full Filing

View this DEF 14A filing on SEC EDGAR