XBP Global (XBP) Proxy Filing summary

Executive summary

• The proxy filing details the 2025 Annual Meeting, including major proposals for shareholder vote, such as director elections, auditor ratification, charter amendments, share issuances, reverse stock split, stock plan amendments, and adjournment authority.

• The company recently acquired Exela Technologies BPA, LLC, a significant transaction involving entities emerging from Chapter 11 bankruptcy, with the acquisition structured to support a comprehensive restructuring plan.

• The restructuring plan, confirmed by the bankruptcy court, will equitize substantial debt, issue new shares, and implement new governance and capital structures.

• The board recommends voting in favor of all proposals, with major shareholders and management controlling over 70% of voting power, making approval of most proposals highly likely.

Voting matters and shareholder proposals

• Election of two directors to serve until 2028 or until earlier as determined by charter amendments.

• Ratification of UHY LLP as independent auditor for 2025.

• Charter amendments: name change, increase in authorized shares, removal of staggered board, written consent rights, and restatement of the charter.

• Approval of issuance of up to 88.4 million new shares to satisfy restructuring obligations and comply with Nasdaq rules.

• Authorization for a reverse stock split at a ratio between 1-for-3 and 1-for-15, at board discretion.

• Amendment to the 2024 Stock Incentive Plan to increase share reserve and conditionally set it at 10% of outstanding shares post-restructuring.

• Adjournment proposal to allow meeting extension if necessary for additional proxy solicitation.

Board of directors and corporate governance

• Board to expand to seven directors post-restructuring, with four nominees designated by consenting creditors.

• Lead independent director to be selected by majority of independent directors.

• Current board includes members with overlapping roles in related entities, and several directors will resign upon restructuring.

• The company is currently a controlled company under Nasdaq rules but expects to lose this status post-restructuring.

• Board committees (audit, compensation, nominating) are composed of independent directors, with clear charters and responsibilities.