8-K
filed June 1, 2023, 7:59 PM ET
ticker EVTC
CIK 0001559865
leadership
confidence high
sentiment neutral
materiality 0.35
EVERTEC expands board to 10, appoints independent director Virginia Gambale; shareholders approve governance changes
EVERTEC, Inc.
- Board increased from 9 to 10 members; Virginia Gambale appointed effective May 25, 2023, serving on Audit and IT committees.
- Gambale is founder of Azimuth Partners, former Deutsche Bank/ABS Ventures MD, ex-CIO at Bankers Trust and Merrill Lynch.
- Shareholders approved amendment to certificate of incorporation eliminating requirement that board be fixed at nine directors.
- Bylaws amended to allow board to set size, adopt universal proxy rules, and enhance special meeting and director nomination procedures.
- All director nominees elected; advisory vote on executive compensation and ratification of Deloitte approved.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Virginia Gambale was appointed as Director at EVERTEC, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On May 25, 2023, the Board increased its size from nine to ten members and appointed Virginia Gambale, effective immediately with a term expiring at the annual meeting of stockholders to be held in 2024 and until her successor is duly elected and qualified.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EVERTEC, Inc.: Amended certificate of incorporation to eliminate requirement that board be fixed at nine directors and delete obsolete provisions related to terminated stockholder agreement (effective 2023-05-25).
- Change
- charter amendment
- Effective
- 2023-05-25
Exact text from the filing
the Amended Certificate of Incorporation eliminates the requirement that the Board be fixed at nine directors and deletes certain obsolete provisions and references relating to the stockholder agreement, dated April 17, 2012
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EVERTEC, Inc.: Amended and restated bylaws to update board size determination, delete obsolete stockholder agreement references, modify director removal and resignation procedures, add universal proxy rule compliance, enhance special meeting and stockholder proposal procedures, and require a non-white proxy card f (effective 2023-05-25).
- Change
- bylaw amendment
- Effective
- 2023-05-25
Exact text from the filing
On May 25, 2023, in connection with the adoption of the Amended Certificate of Incorporation, the Board also adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws: • provide that the Board shall consist of one or more member as shall be determined by resolution of the Board and any newly created directorships, including those resulting from an increase in the number of directors, will be filled by the Board; • delete obsolete provisions and references to the Stockholder Agreement; • provide that directors may be removed with or with cause and clarify procedures for director and officer resignations; • make certain clarifying changes to procedures for meetings of the Board; • address the universal proxy rules adopted by the SEC, by clarifying that no person may solicit proxies in support of a director nominee other
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EVERTEC, Inc. shareholders approved Approval of Third Amended and Restated Certificate of Incorporation, which eliminates the requirement that the Board be fixed at nine directors, and deletes certain obsolete provisions and references relating to the Stockholder Agreement, which terminated on July 1, 2022 at the 2022-07-01 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2022-07-01
Exact text from the filing
Proposal 4: Approval of Third Amended and Restated Certificate of Incorporation, which eliminates the requirement that the Board be fixed at nine directors, and deletes certain obsolete provisions and references relating to the Stockholder Agreement, which terminated on July 1, 2022. For Against Abstain 60,797,868 45,368 30,227
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EVERTEC, Inc. shareholders approved Election of directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Proposal 1: Election of directors. Name For Against Abstain Broker Non-Votes Frank G. D’Angelo 58,593,001 575,109 10,755 1,694,598 Morgan M. Schuessler, Jr. 59,071,327 96,894 10,644 1,694,598 Kelly Barrett 58,846,984 256,694 75,187 1,694,598 Olga Botero 59,008,554 133,435 36,876 1,694,598 Jorge A. Junquera 58,027,800 1,104,181 46,884 1,694,598 Iván Pagán 59,014,729 132,030 32,106 1,694,598 Aldo J. Polak 58,529,480 616,539 32,846 1,694,598 Alan H. Schumacher 58,059,927 1,072,054 46,884 1,694,598 Brian J. Smith 54,612,324 4,533,799 32,742 1,694,598
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EVERTEC, Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
Proposal 3: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. For Against Abstain 60,289,869 576,681 6,913
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
EVERTEC, Inc. shareholders approved Advisory vote on executive compensation.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Proposal 2: Advisory vote on executive compensation. For Against Abstain Broker Non-Votes 58,299,647 819,186 60,032 1,694,598
View on SEC.gov
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