DEF 14A: i3 Verticals Sets Date for 2025 Annual Stockholders Meeting, Outlines Proposals

i3 Verticals announces its annual meeting of stockholders to be held on February 25, 2025, in Nashville, Tennessee, where stockholders will vote on director elections, auditor ratification, and executive compensation.

Summary

• i3 Verticals, Inc. will hold its annual meeting of stockholders on February 25, 2025, at its headquarters in Nashville, Tennessee.
• Stockholders will vote on the election of nine directors, ratification of Deloitte & Touche LLP as the independent accounting firm, and an advisory vote on executive compensation.
• The record date for determining stockholders eligible to vote is December 27, 2024.
• The proxy statement, proxy card, and 2024 annual report are available online at www.proxyvote.com.
• The company is soliciting proxies and provides instructions for voting by mail, internet, or telephone.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming annual meeting and corporate governance matters. The financial results are mixed, with revenue up but net loss still present.

Positives

• The company provides clear instructions for stockholders to vote.
• The Board of Directors is actively engaged in corporate governance, with regular meetings and committees overseeing key areas.
• The company is committed to reducing environmental impact by providing proxy materials online.
• The company completed the sale of its Merchant Services Business on September 20, 2024 for approximately $438 million.
• The company completed the acquisition of inLumon, Inc. on August 1, 2024 to complement our product offerings in our Public Sector segment with a strong permitting and licensing solution in exchange for purchase consideration of $18.0 million in cash, the issuance of 311,634 shares of our Class A common stock, and $2.0 million in contingent consideration.

Negatives

• Net loss from continuing operations for the fiscal year ended September 30, 2024, was $13.3 million, compared to a net loss from continuing operations of $23.7 million for the fiscal year ended September 30, 2023.
• Adjusted EBITDA from continuing operations for the fiscal year ended September 30, 2024, was $58.3 million, compared to Adjusted EBITDA from continuing operations of $59.4 million for the fiscal year ended September 30, 2023.

Risks

• Cybersecurity risk oversight is a priority for the Board and our management.
• The company is required to recoup the amount of any erroneously awarded incentive compensation on a pre-tax basis within a specified lookback period in the event of any accounting restatement of the Company, subject to limited impracticability exceptions in accordance with Nasdaq listing standards.

Future Outlook

The document does not contain specific forward-looking statements beyond the scheduling of the annual meeting and the proposals to be voted on.

Industry Context

The document does not provide specific industry context beyond the general business of i3 Verticals in providing software and services.

Management Changes

Related Party Transactions

• The company is party to a tax receivable agreement (as amended on November 16, 2022, the Tax Receivable Agreement) with i3 Verticals, LLC and each of the Continuing Equity Owners that provides for the payment by us to the Continuing Equity Owners (either directly or indirectly by contributing such payment to i3 Verticals, LLC for remittance to the Continuing Equity Owners) of 85% of the amount of certain tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize in our tax reporting, as a result of the IPO reorganization transactions described above, including the Basis Adjustments and certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

Stakeholder Impact

• Stockholders have the opportunity to vote on key company matters.
• Employees are affected by executive compensation decisions and equity incentive plans.
• The company's performance impacts stakeholders including shareholders, employees, customers, suppliers, and creditors.

Next Steps

• Stockholders are requested to vote on the proposals whether or not they plan to attend the annual meeting.
• The company will hold its annual meeting of stockholders on February 25, 2025.

Key Dates

Keywords

stockholders meeting, proxy statement, directors, Deloitte & Touche, executive compensation, corporate governance, i3 Verticals