Envestnet (ENV) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 24, 2024, to vote on a proposed merger with BCPE Pequod Buyer, Inc., an affiliate of Bain Capital Private Equity, at $63.15 per share in cash.

• If approved, Envestnet will become a wholly owned subsidiary of Parent and will be delisted from the NYSE.

• The Board unanimously recommends voting FOR the Merger Proposal, the Merger-Related Compensation Proposal, and the Adjournment Proposal.

• Morgan Stanley provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.

• The total transaction value is approximately $3.6 billion, with financing secured through equity and debt commitments.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval to adjourn the meeting if necessary.

• Approval of the Merger Proposal requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Abstentions count as votes against all proposals; broker non-votes are not expected.

• Shareholders not voting in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Board conducted a multi-phase strategic review, considered multiple bids, and negotiated with several parties before selecting Bain's offer.

• The Board considered the certainty of value, premium to market price, and process robustness in its recommendation.

• Post-merger, the board of the surviving company will consist of Merger Sub’s directors; officers will remain as before.