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

Paysign, Inc. announces its 2025 annual meeting of stockholders to be held on May 7, 2025, featuring proposals including director elections, executive compensation advisory votes, and auditor ratification.

Summary

• Paysign, Inc. will hold its 2025 Annual Meeting of Stockholders on May 7, 2025, at the M Resort Spa Casino in Henderson, Nevada.
• Stockholders will vote on several key proposals, including the election of seven directors, an advisory vote on executive compensation (say-on-pay), an advisory vote on the frequency of say-on-pay votes, and the ratification of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR all director nominees, FOR the approval of executive compensation, FOR holding the say-on-pay vote every three years, and FOR the ratification of Moss Adams LLP.
• The record date for determining stockholders eligible to vote is March 10, 2025.
• The proxy materials are available online starting March 27, 2025, and the Notice of Internet Availability of Proxy Materials is being mailed on or about March 28, 2025.
• Stockholders can vote by mail, internet, or in person at the meeting.
• Directors and executive officers of Paysign, Inc. own or control the voting of 10,853,340 shares of common stock, representing approximately 20.2% of the total outstanding voting shares at the record date and expect to vote FOR all proposals.
• Stockholder proposals for the 2026 annual meeting must be received by November 27, 2025, for inclusion in the proxy materials, and other proposals must be received between January 7, 2026, and February 6, 2026.
• The company has adopted a Code of Ethics and an Insider Trading Policy.
• The Board has determined that all directors other than Mr. Newcomer, Mr. Lanford, and Ms. Herman are independent.
• The company has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for stockholders to make informed decisions. The Board's recommendations are presented positively, but the overall sentiment is objective and informative.

Positives

• The company is providing multiple avenues for stockholders to vote (mail, internet, in person).
• The Board is recommending clear voting instructions on all proposals.
• The company has established committees with independent directors to oversee key governance areas.
• The company has a Code of Ethics and Insider Trading Policy in place to promote ethical behavior and compliance.
• The company encourages communication from stockholders.

Negatives

• The say-on-pay and say-on-frequency votes are advisory and non-binding, meaning the Board is not obligated to follow the stockholders' recommendations.
• Three directors are not considered independent, which could raise concerns about potential conflicts of interest.
• The document notes that the Form 4 filings for Jeffery B. Baker, Bruce Mina, and Daniel Spence were late.

Risks

• Failure to ratify the selection of Moss Adams LLP as the independent auditor could require the Board to reconsider its choice, potentially leading to increased costs or disruption.
• The advisory nature of the say-on-pay vote means that even if stockholders disapprove of executive compensation, the Board is not required to make changes.
• Potential conflicts of interest could arise due to the presence of non-independent directors on the Board.
• The document notes that the Form 4 filings for Jeffery B. Baker, Bruce Mina, and Daniel Spence were late.

Future Outlook

The proxy statement outlines the proposals to be voted on at the 2025 Annual Meeting and provides guidance on how the Board intends to address the outcomes of the advisory votes. The next say-on-pay frequency vote is expected at the 2031 annual meeting.

Management Comments

• Robert Strobo, Esq., General Counsel, Chief Legal Officer and Secretary, cordially invites stockholders to attend the meeting in person and encourages them to vote promptly.
• The Board believes that Mr. Newcomer's intimate knowledge of the daily operations of and familiarity with the Company and industry put him in the best position to provide leadership to the Board on setting the agenda, emerging issues facing the Company and the payments industry, and strategic opportunities.

Industry Context

This announcement is typical for publicly traded companies as they prepare for their annual meetings. The proposals outlined are standard governance matters, including director elections, executive compensation, and auditor ratification. The document provides transparency to shareholders and allows them to exercise their voting rights on key company decisions.

Comparison to Industry Standards

• The proposals outlined in the proxy statement, such as director elections, say-on-pay votes, and auditor ratification, are standard practice for publicly traded companies in the United States.
• The structure of the Board and its committees (Audit, Compensation, Nominating and Corporate Governance) aligns with common corporate governance practices.
• The disclosure of executive compensation and related-party transactions is consistent with SEC regulations and industry norms.
• The company's Code of Ethics and Insider Trading Policy are also standard features of corporate governance programs.
• Companies like Global Payments Inc., Euronet Worldwide, Inc., and Green Dot Corporation are mentioned in the document as previous employers or affiliations of Paysign's executives and directors, providing a benchmark for industry experience and expertise.

Related Party Transactions

• The Audit Committee Charter requires that members of the Audit Committee, all of whom are independent directors, conduct an appropriate review of, and be responsible for the oversight of, all related party transactions on an ongoing basis.
• There were no related party material transactions during the fiscal year ended December 31, 2024.

Stakeholder Impact

• Shareholders are directly impacted as they have the opportunity to vote on key company decisions.
• Employees are indirectly impacted as the executive compensation vote and director elections can influence company strategy and performance.
• The ratification of the independent auditor ensures the integrity of the company's financial reporting, which affects all stakeholders.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold the 2025 Annual Meeting on May 7, 2025.
• The company will report the voting results on a Form 8-K within four business days after the meeting.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, say-on-pay, Moss Adams, independent auditor, corporate governance, voting