IBEX (IBEX) Proxy filing summary

Executive summary

• FY2026 revenue $644.1M, up 15.4% organically; adjusted EBITDA $82.4M, up 14.5%, at 12.8% margin; diluted EPS $3.13 and adjusted EPS $3.52.

• Record operating cash flow $59.0M and free cash flow $31.2M; net cash $30.9M at June 30, 2026, versus $13.7M a year earlier.

• FY2026 included 17 new client wins, more than 10 AI-agent implementations and client revenue retention above 99%; management expressed confidence in growth into FY2027.

• Annual general meeting scheduled online for December 10, 2026; record date October 9, 2026.

Voting matters and shareholder proposals

• Eight proposals: set a maximum of eight directors; elect eight nominees; authorize the Board to fill vacancies; advisory say-on-pay and say-on-frequency; amend Bye-Law 74; amend the LTIP; appoint Deloitte and authorize its FY2027 fees.

• Board recommends FOR Proposals 1–4 and 6–8 and each director nominee; recommends annual say-on-pay votes. Votes are advisory for Proposals 4 and 5.

• Bye-Law 74 amendment would replace the current 75% vote threshold for bye-law changes with a simple majority; proposed in response to shareholder feedback.

• LTIP amendment seeks 1,000,000 additional shares, increasing the reserve to 3,637,326.13; 460,424 shares remained available as of October 9, 2026.

• Proposal 3 would let the Board fill a vacancy left after the meeting; Proposal 8 seeks Deloitte’s appointment and Audit Committee authority to set FY2027 remuneration.

Board of directors and corporate governance

• Board has eight directors; five of eight are independent. John Jones became Chair in December 2025; non-independent Jones is paired with Lead Independent Director Mingzhe Zhuang.

• Eight nominees stand for election through the next annual meeting; Shuja Keen joined in December 2025 to fill a vacancy after Mohammed Khaishgi withdrew from re-election.

• Board composition is 37.5% female and 37.5% racially or ethnically diverse; all directors attended at least 75% of applicable meetings in FY2026.

• Board held nine meetings in FY2026; Audit and Compensation Committees each held five, and Nominating Committee held one.

• Annual Board and director evaluations inform governance priorities; the Nominating Committee oversees shareholder engagement and considers feedback on strategy, governance and compensation.