DEF 14A: Katapult Holdings Sets Date for 2024 Annual Stockholders Meeting
Proxy Statement
Katapult Holdings will hold its 2024 Annual Meeting of Stockholders virtually on June 5, 2024, to elect directors and ratify the appointment of its independent accounting firm.
Summary
- Katapult Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders on Wednesday, June 5, 2024, at 10:00 a.m. Eastern Time, in a virtual format.
- Stockholders of record as of April 10, 2024, are entitled to vote at the meeting.
- The meeting will include the election of Don Gayhardt and Orlando J. Zayas as Class III directors to serve until the 2027 Annual Meeting.
- It will also include the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
- The Board recommends voting 'FOR' the election of the director nominees and 'FOR' the ratification of the accounting firm appointment.
- In 2023, Katapult increased gross originations by double digits and grew revenue for three consecutive quarters.
- Katapult Pay represented nearly 20% of gross origination dollars during 2023.
- The company's customer repeat rate was nearly 60% in the fourth quarter of 2023.
- The company is focused on growing its top line while maintaining a streamlined expense structure to achieve cash flow generation and profitability.
Sentiment
Score: 6
Explanation: The document presents a mixed sentiment. While highlighting growth and strategic initiatives, the restatement of financial statements and subsequent clawback of executive compensation temper the overall positive outlook.
Positives
- Katapult achieved double-digit growth in gross originations in 2023.
- The company experienced three consecutive quarters of revenue growth in 2023.
- Katapult Pay accounted for nearly 20% of gross origination dollars in 2023.
- The customer repeat rate was nearly 60% in the fourth quarter of 2023.
- The company aims to grow its top line while maintaining a streamlined expense structure.
Negatives
- The company had to restate financial statements from prior periods due to errors.
- The restatement led to a clawback of erroneously awarded compensation to executive officers.
Risks
- The company acknowledges risks and uncertainties detailed in their SEC filings, including the Annual Report on Form 10-K for the year ended December 31, 2023.
- The company's future performance is subject to various assumptions and expectations, which may not materialize.
Future Outlook
The company believes it can continue to grow in 2024 and is focused on delivering value to customers and leveraging its platform for merchant partners, aiming for cash flow generation and profitability.
Management Comments
- 2023 was a big year for Katapult.
- We increased gross originations by double digits, grew revenue for three consecutive quarters and continued to execute against our disciplined expense strategy.
- We believe we are well positioned to continue to grow our top line while maintaining a streamlined expense structure, which should position us for cash flow generation and profitability in the future.
Industry Context
The company highlights its success against a tough macroeconomic backdrop and during a period when most competitors saw their businesses contract, suggesting a relative outperformance in the lease-to-own sector.
Comparison to Industry Standards
- The document mentions CURO Group Holdings Corp. as a company where a Katapult director, Chris Masto, also serves.
- Joyce A. Phillips serves on the Board of Directors of First Interstate BancSystem, Inc.
- Jane J. Thompson serves on the board of directors of Navient Corporation and CompoSecure, Inc.
Related Party Transactions
- The Amended and Restated Registration Rights Agreement grants certain stockholders, including directors and executive officers, customary registration rights.
- Indemnification agreements are in place with directors and officers.
- CURO had the right to nominate two initial board members of Katapult.
Stakeholder Impact
- Shareholders are asked to vote on key proposals, influencing the company's direction.
- Employees are subject to the Code of Business Conduct and Ethics.
- Executive compensation is tied to company performance, aligning interests with shareholders.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K filing.
Key Dates
| Date | Description |
|---|---|
| December 18, 2020 | Date of Merger Agreement with FinServ. |
| June 9, 2021 | Business Combination completed; 2021 Equity Incentive Plan became effective. |
| February 8, 2022 | Equity ownership guidelines adopted. |
| March 31, 2022 | Katapult Holdings, Inc. Non-Employee Directors Deferred Compensation Plan adopted. |
| December 2022 | Nancy Walsh appointed as Chief Financial Officer. |
| January 2023 | New Non-Employee Director Compensation Policy went into effect. |
| March 15, 2023 | Grant Thornton LLP appointed as independent registered public accounting firm; Deloitte & Touche LLP dismissed. |
| June 6, 2023 | Stockholders approved amendment to the 2021 Incentive Plan. |
| October 2, 2023 | Katapult Holdings, Inc. Compensation Recoupment Policy ('Clawback Policy') effective. |
| November 2, 2023 | Insider Trading Policy amended to address Rule 10b5-1 plans and company repurchases. |
| December 26, 2024 | Deadline for submitting stockholder proposals for inclusion in the 2025 proxy statement. |
| February 5, 2025 | Start date for submitting proposals not intended for inclusion in the 2025 proxy statement. |
| March 7, 2025 | Deadline for submitting proposals not intended for inclusion in the 2025 proxy statement. |
| April 10, 2024 | Record date for determining stockholders entitled to vote at the 2024 Annual Meeting. |
| April 26, 2024 | Intended date to mail the Notice of Internet Availability to all stockholders of record. |
| June 4, 2024 | Deadline to change your vote or revoke your proxy at 11:59 p.m. Eastern Time. |
| June 5, 2024 | Date of the 2024 Annual Meeting of Stockholders at 10:00 a.m. Eastern Time. |
Keywords
Annual Meeting, Proxy Statement, Directors, Grant Thornton, Stockholders, Katapult, Governance, Compensation
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