Lesaka Technologies (LSAK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 14, 2024, with record date set as September 25, 2024.

• Shareholders will vote on four key proposals: election of eleven directors, ratification of KPMG as auditor, advisory approval of executive compensation, and approval of an ESOP involving 2,490,000 shares.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Eleven directors nominated for re-election for a one-year term; recent board changes include resignations and new appointments.

• Proposal to ratify KPMG as independent auditor for fiscal year ending June 30, 2025.

• Advisory vote on executive compensation (say-on-pay) offered; board recommends approval.

• Proposal to approve an ESOP and sale of 2,490,000 shares to the ESOP Trust, conferring a 3% shareholding to qualifying employees.

Board of directors and corporate governance

• Board consists of eleven members with a mix of executive and independent directors; six are Nasdaq-independent.

• Board committees include Audit, Remuneration, Nominating and Corporate Governance, Social and Ethics, and Capital Allocation.

• Board meets quarterly and held five meetings in fiscal 2024; all directors attended at least 75% of meetings.

• Corporate governance guidelines and code of ethics in place; annual board and committee evaluations conducted.

• Shareholder rights include the ability to call special meetings with 10% of voting stock; no poison pill or supermajority requirements.