DEF: Everi Holdings Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Everi Holdings Inc. announces its 2025 Annual Meeting of Stockholders to be held on May 21, 2025, featuring proposals including director elections, executive compensation approval, and auditor ratification.

Summary

• Everi Holdings Inc. will hold its 2025 Annual Meeting of Stockholders on May 21, 2025, at its Las Vegas headquarters.
• Stockholders will vote on the election of three Class II director nominees, the advisory approval of executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting 'FOR' all listed proposals.
• The record date for determining stockholders eligible to vote is April 4, 2025.
• The proxy statement and annual report are available online at www.proxyvote.com.
• The company highlights its 2024 performance, including total revenues of $757.9 million, with Games revenue of $378.9 million and FinTech revenue of $379.0 million.
• Recurring revenues accounted for 77% of total revenue, amounting to $586.9 million.
• Games sales reached 4,250 units at an average selling price of $20,840 per unit.
• Financial Access transactions totaled 155.7 million, processing a total value of $50.7 billion.
• Net income for 2024 was $15.0 million, with a fully diluted EPS of $0.17.
• Capital expenditures of $156.4 million were invested for future organic growth.
• The pending acquisition by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc., is expected to close, pending regulatory approvals, with Everi stockholders receiving $14.25 per share in cash.
• Following the closing of the Pending Proposed Transaction, Everi's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• The acquisitions of IGT Gaming and Everi by Buyer are cross-conditioned.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative information. While the pending acquisition provides a positive outlook for stockholders, the company's financial performance in 2024 was mixed, with a decrease in net income. The document also highlights the company's commitment to corporate governance, environmental sustainability, and social responsibility, which are positive factors.

Positives

• The Board is actively engaged and focused on people, sustainable growth, and performance.
• The company has strong corporate governance practices to promote long-term value creation, transparency, and accountability.
• Everi is committed to environmental sustainability through various initiatives, including reducing resource consumption, recycling, and lowering carbon emissions.
• The company is dedicated to social responsibility, fostering a positive work environment, and contributing to communities.
• Everi has a comprehensive Code of Business Conduct, Standards and Ethics, and a Supplier Code of Conduct.
• The company has a Clawback Policy in place.
• Everi has an Insider Trading Policy that prohibits hedging and pledging of securities.
• The company has an Equity Ownership Policy for directors and executives.
• The company offers a benefits program that provides competitive and comprehensive benefit options at a reasonable cost to our employees.
• The company has a strong commitment to human rights and anti-modern slavery.

Negatives

• Net income decreased to $15.0 million and earnings per diluted share declined to $0.17.
• The company did not meet the Consolidated Revenue and AEBITDA goal thresholds and therefore no bonuses were paid to our NEOs.
• 2022 PSUs, which had a three-year performance period that ended as of December 31, 2024, did not vest given that the minimum performance goals were not met.

Risks

• The risk that the closing conditions and the consummation of the Pending Proposed Transaction will not be satisfied or occur in the anticipated timeframe or at all.
• Risks related to the ability to realize the anticipated benefits, synergies and operating efficiencies of the Pending Proposed Transaction, or to successfully separate and/or integrate IGTs Gaming and Digital businesses, within the expected timeframes or at all.
• The ability to retain key personnel.
• The perception and impact of the announcement of the Pending Proposed Transaction on the market price of the capital stock of Everi and on Everis operations, including the diversion of managements attention and resources.
• The occurrence of any event, change or other circumstances that could give rise to the termination of the Pending Proposed Transaction.
• Macro-economic impacts on consumer discretionary spending, interest rates and interest expense.
• Global supply chain disruption.
• Inflationary impact on supply chain costs.
• Inflationary impact on labor costs and retention.
• Equity incentive activity and compensation expense.
• Changes in global market, business and regulatory conditions whether as a result of a pandemic or other economic or geopolitical developments around the world, including availability of discretionary spending income of casino patrons as well as expectations for the closing or re-opening of casinos.
• Product and technological innovations that address customer needs in a new and evolving operating environment.
• Trends in gaming establishment and patron usage of our products.
• Benefits and/or costs associated with mergers, acquisitions, and/or strategic alliances (including the Pending Proposed Transaction).
• Product development, including the benefits from the release of new products, new product features, product enhancements, or product extensions.
• Regulatory approvals and changes.
• Gaming, financial regulatory, legal, card association, and statutory compliance and changes.
• The implementation of new or amended card association and payment network rules or interpretations.
• Consumer collection activities.
• Competition (including consolidations).
• Tax liabilities.
• Borrowings and debt repayments.
• Goodwill impairment charges.
• International expansion or lack thereof.
• Resolution of litigation or government investigations.
• Our share repurchase and dividend policy.
• New customer contracts and contract renewals or lack thereof.
• Financial performance and results of operations (including revenue, expenses, margins, earnings, cash flow, and capital expenditures).
• Our ability to generate profits in the future and to create incremental value for stockholders.
• Our ability to withstand economic slowdowns, inflationary and other economic factors that pressure discretionary consumer spending.
• Our ability to execute on mergers, acquisitions and/or strategic alliances, including our ability to integrate and operate such acquisitions or alliances consistent with our forecasts in order to achieve future growth.
• Our ability to execute on key initiatives and deliver ongoing improvements.
• Expectations regarding growth for the Companys installed base and daily win per unit.
• Expectations regarding placement fee agreements.
• Inaccuracies in underlying operating assumptions.
• Our ability to withstand direct and indirect impacts of a pandemic outbreak or other public health crisis of uncertain duration on our business and the businesses of our customers and suppliers, including as a result of actions taken in response to governments, regulators, markets and individual consumers.
• Changes in global market, business, and regulatory conditions arising as a result of economic, geopolitical and other developments around the world, including a global pandemic, increased conflict and political turmoil, capital market disruptions and instability of financial institutions.
• Climate change or currently unexpected crises or natural disasters.
• Our leverage and the related covenants that restrict our operations.
• Our ability to comply with our debt covenants and our ability to generate sufficient cash to service all of our indebtedness, fund working capital, and capital expenditures.
• Our ability to withstand the loss of revenue during a closure of our customers facilities.
• Our ability to maintain our current customers.
• Our ability to replace revenue associated with terminated contracts or margin degradation from contract renewals.
• Expectations regarding customers preferences and demands for future product and service offerings.
• Our ability to successfully introduce new products and services, including third-party licensed content.
• Gaming establishment and patron preferences.
• Failure to control product development costs and create successful new products.
• The overall growth or contraction of the gaming industry.
• Anticipated sales performance.
• Our ability to prevent, mitigate, or timely recover from cybersecurity breaches, attacks, and compromises or other security vulnerabilities.
• National and international economic and industry conditions including the prospect of a shutdown of the U.S. federal government.
• Changes in gaming regulatory, financial regulatory, legal, card association, and statutory requirements.
• The impact of evolving legal and regulatory requirements, including emerging environmental, social and governance (ESG) requirements.
• Regulatory and licensing difficulties.
• Competitive pressures and changes in the competitive environment.
• Operational limitations.
• Changes to tax laws.
• Uncertainty of litigation outcomes.
• Interest rate fluctuations.
• Business prospects.
• Unanticipated expenses or capital needs.
• Technological obsolescence and our ability to adapt to evolving technologies, including generative artificial intelligence, employee hiring, turnover, and retention.
• Our ability to comply with regulatory requirements under the Payment Card Industry (PCI) Data Security Standards and maintain our certified status.

Future Outlook

The company anticipates the closing of the Pending Proposed Transaction, subject to customary conditions, including regulatory approvals. Everi's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 upon closing.

Management Comments

• Randy L. Taylor, President and Chief Executive Officer, expressed gratitude for stockholders' past and ongoing support.
• The Board remains diligent and highly focused on our people, sustainable growth, and performance.

Industry Context

The document provides insight into Everi's performance within the gaming and financial technology sectors, highlighting its revenue streams, transaction volumes, and strategic initiatives. The pending acquisition reflects ongoing consolidation trends in the gaming industry, with private equity firms seeking to capitalize on established players.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• However, the mention of International Game Technology PLC (IGT) as a party in the Pending Proposed Transaction suggests a comparison point, as IGT is a major player in the gaming equipment and technology sector.
• Similarly, the mention of Apollo Global Management, Inc. indicates a comparison to other companies acquired by private equity firms in the gaming and technology industries.

Management Changes

Stakeholder Impact

• Stockholders will receive $14.25 per share in cash upon completion of the pending acquisition.
• Employees may be affected by the pending acquisition, depending on the integration plans of the acquiring company.
• Customers and suppliers may experience changes in the company's operations and relationships following the acquisition.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will proceed with the pending acquisition, subject to regulatory approvals and other customary closing conditions.
• The Board will continue to monitor the company's performance and make decisions in the best interests of stockholders.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Financial Performance, PricewaterhouseCoopers, Everi Holdings, Acquisition