IBEX (IBEX) Proxy filing summary

Executive summary

• FY26 revenue reached $644.1M, up 15.4%; adjusted EBITDA was $82.4M, up 14.5%, at a 12.8% margin; adjusted EPS rose 28% to $3.52.

• Net income was $46.3M; operating cash flow was a record $59.0M and free cash flow was a record $31.2M after $27.8M of capex.

• Strategic partnership with Sierra supported AI-agent offerings; more than 10 implementations were completed across five verticals, with management positioning the offering as a future growth vector.

• FY27 outlook cited 17 new client wins in FY26 and confidence in continued growth, supported by AI-agent solutions and traditional customer-experience services.

Voting matters and shareholder proposals

• Dec. 10, 2026 virtual AGM ballot: set the director maximum at eight, elect eight nominees, authorize the Board to fill vacancies, and approve advisory say-on-pay and vote frequency.

• Additional proposals: replace the 75% Bye-Law 74 amendment threshold with a simple majority, add 1,000,000 shares to the LTIP reserve, and appoint Deloitte for FY27 auditor services.

• Board recommends FOR Proposals 1–4 and 6–8, FOR each nominee, and ONE YEAR for say-on-pay frequency; the frequency advisory vote is next scheduled for 2032.

• LTIP amendment would raise the aggregate share reserve to 3,637,326.13; 460,424 shares remained available under the current plan as of Oct. 9, 2026.

Board of directors and corporate governance

• Eight directors are nominated; five of eight are independent. John Jones serves as non-independent Chair and Mingzhe Zhuang as Lead Independent Director.

• Board composition is 37.5% female and 37.5% racially or ethnically diverse; all directors attended at least 75% of applicable Board and committee meetings during FY26.

• The Board held nine meetings in FY26; Audit and Compensation each held five, Nominating held one, and Corporate Governance met informally.

• Board evaluations occur annually; the Nominating Committee reviews composition, succession needs and emerging skills including AI, cybersecurity, digital transformation and global operations.