DEF: Thryv Holdings Sets Date for 2025 Annual Stockholders Meeting, Proposes Amendment to Voting Requirements

Thryv Holdings will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, to elect directors, ratify the appointment of Grant Thornton LLP, conduct an advisory vote on executive compensation, and approve an amendment to the company's certificate of incorporation.

Summary

• Thryv Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, at 10 a.m. Central Time.
• Stockholders of record as of April 15, 2025, are entitled to vote at the meeting.
• The meeting will include the election of two Class II directors, ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, a non-binding advisory vote on executive compensation, and a vote on an amendment to the company's certificate of incorporation to adjust voting requirements for certain future amendments.
• The board of directors recommends voting for all director nominees, for the ratification of Grant Thornton LLP, for the approval of executive compensation, and for the approval of the proposed amendment to the certificate of incorporation.
• The company's board consists of seven directors divided into three classes, with Class II directors up for election at this meeting.
• The proposed amendment to the certificate of incorporation would align voting thresholds for certain matters with Section 242(d) of the Delaware General Corporation Law (DGCL).
• The company's non-employee directors receive an annual retainer of $100,000, with additional fees for committee chairs and the Lead Independent Director.
• The company's executive compensation program includes base salary, short-term incentive plan (STI), over performance plan (OPP), and long-term equity incentive compensation.
• The company's compensation committee determined that for fiscal year 2024, Adjusted EBITDA achieved $161.95 million, FCF achieved $60.67 million and Reported SaaS Net Revenue achieved $330.06 million resulting in the total weighted average payout of 102.4% for Adjusted EBITDA, FCF and Reported SaaS Net Revenue for the Company Performance component (accounting for 75% of the total award) and that the individual performance component (accounting for 25% of the total award) for all NEOs was at target (100%).
• The company's compensation committee determined that for fiscal year 2024 , Adjusted EBITDA achieved $161.95 million or 0.0% payout incentive, FCF achieved $60.67 million or 4.4% payout incentive and Reported SaaS Net Revenue achieved $330.06 million or 60.4% of payout incentive, resulting in a total average weighted payout of 25.7%.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming annual meeting and related proposals. The company highlights its commitment to good corporate governance and employee initiatives, which contributes to a slightly positive sentiment.

Positives

• The company is committed to good corporate governance practices.
• The company's virtual annual meeting format is designed to increase stockholder access and reduce costs.
• The company has a Code of Ethics and Business Conduct that applies to all employees and directors.
• The company supports various employee initiatives, including a Diversity and Inclusion Council and a Day of Giving program.
• The company prioritizes employee growth and career development through training and mentoring programs.

Risks

• The company's success depends on attracting, motivating, and retaining talented executives.
• The company's performance is subject to dynamic and competitive markets.
• The company's compensation programs must be carefully designed to avoid creating undue risk.
• The company's ability to achieve its financial goals is subject to various economic and market conditions.

Future Outlook

The company aims to be the leading provider of SaaS marketing solutions and cloud-based tools for SMBs.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including holding annual meetings, soliciting proxies, and disclosing executive compensation.

Comparison to Industry Standards

• The director compensation structure, including annual retainers and equity awards, is generally in line with industry standards for companies of similar size and scope.
• The executive compensation program, with its mix of base salary, short-term incentives, and long-term equity incentives, is a common approach used by publicly traded companies to align executive pay with company performance and shareholder value.
• The use of performance-based metrics, such as Adjusted EBITDA, Free Cash Flow, and SaaS Net Revenue, in the short-term incentive plan is a standard practice to incentivize executives to achieve specific financial goals.
• The long-term equity incentive program, with its use of RSUs and PSUs, is a common approach to align executive interests with those of shareholders and to promote long-term value creation.

Management Changes

Corporate Governance

Related Party Transactions

• Blackrock, an equity holder of the Company as of May 1, 2024, held 40.0% of the New Term Loan.
• The New Term Loan accrues interest at a rate of SOFR plus 6.75%.

Stakeholder Impact

• Stockholders have the opportunity to vote on key proposals, including the election of directors and the approval of executive compensation.
• Employees are impacted by the company's compensation programs and employee initiatives.
• The company's performance and strategic direction impact its customers, suppliers, and other stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on June 12, 2025.
• The company will file a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware if the proposed amendment is approved.

Key Dates

Keywords

annual meeting, proxy statement, directors, executive compensation, corporate governance, stockholders, voting, Grant Thornton, certificate of incorporation, amendment