[8-K] IBEX Ltd Reports Material Event

Rhea-AI Filing Summary

Ibex Limited (IBEX) reported that its Board of Directors has created a formal Nominating Committee made up entirely of independent directors. Previously, nominating duties were handled by the independent members of the full Board, a structure that the company notes already complied with Nasdaq rules requiring that director nominations be made solely by independent directors.

The new Nominating Committee will identify and evaluate director candidates, recommend nominees each year, and set criteria for board and committee membership, as outlined in its charter on the company’s website. The Board appointed Daniella Ballou-Aares as Chair, along with Karen Batungbacal, Fiona Beck, Patrick McGinnis, and Mingzhe (JJ) Zhuang, each determined to be independent under Nasdaq and SEC standards.

Upon formation, the Committee ratified prior actions of the independent directors and re-nominated the existing slate of director candidates for election at the annual meeting scheduled for December 5, 2025. These steps were taken in response to concerns raised by proxy advisory firms Institutional Shareholder Services and Glass Lewis about the nominating process, and the company believes the changes fully resolve those issues.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

____________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2025

____________________________________________________________

IBEX Limited

(Exact name of registrant as specified in its charter)

____________________________________________________________

Bermuda			001-38442			00-0000000
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1717 Pennsylvania Avenue NW, Suite 825

Washington, District of Columbia 20006

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 580-6200

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common shares, par value of $0.0001			IBEX			Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company               x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.               o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2025, the Board of Directors (the “Board”) of Ibex Limited (the “Company”) established a formal Nominating Committee (the “Committee”) of the Board. Previously, the Committee’s functions were exclusively performed by independent members of the Board. Both methods are fully compliant with the rules and requirements of the Nasdaq Global Market for nominating board members, which requires director nominations to be performed solely by independent board members, regardless of whether they are acting as a separate committee or as a subset of the Board.

The Committee’s primary responsibilities include identifying and evaluating qualified candidates for election to the Board, selecting and recommending director nominees for election to the Board on an annual basis, developing and recommending criteria for qualified director candidates, and considering committee member qualifications, appointment, and removal. The full scope of the Committee’s responsibilities is reflected in the Charter of the Nominating Committee, which is available under the Governance section of the Company’s website.

The Board also appointed the following independent Directors as members of the Committee: Daniella Ballou-Aares (Chair), Karen Batungbacal, Fiona Beck, Patrick McGinnis, and Mingzhe (JJ) Zhuang. Each member of the Committee has been determined by the Board to meet the independence requirements of Nasdaq’s listing standards and applicable U.S. Securities and Exchange Commission rules.

Upon its formation, the Committee ratified the prior actions taken by the independent board members during the prior year and renominated the slate of director candidates being presented for election at the upcoming annual meeting of the Company on December 5, 2025.

The actions above were taken to address some of the perceived deficiencies in the nominating process expressed by Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC in proxy vote recommendations. The Company believes that these actions fully rectify those concerns.

The newly formed Committee, and the full Board, unanimously recommend a vote “FOR” each of the nominees. If any shareholder previously submitted a proxy for the upcoming annual meeting and would like to change their vote, you may send in a new proxy which will automatically supersede the prior proxy. We urge you to vote “FOR” each of the Board nominees.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IBEX LIMITED
			(Registrant)
Date: November 24, 2025			/s/ Robert Dechant
			(Signature)
			Name:			Robert Dechant
			Title:			Chief Executive Officer

FAQ

What corporate governance change did IBEX (IBEX) announce in this 8-K?

Ibex Limited disclosed that its Board has established a formal Nominating Committee composed entirely of independent directors. This committee will now handle identifying, evaluating, and recommending candidates for election to the Board, formalizing functions that were previously performed by independent members of the full Board.

Who serves on IBEX’s new Nominating Committee?

The Nominating Committee includes independent directors Daniella Ballou-Aares (Chair), Karen Batungbacal, Fiona Beck, Patrick McGinnis, and Mingzhe (JJ) Zhuang. The Board has determined that each member meets the independence requirements of Nasdaq listing standards and applicable U.S. Securities and Exchange Commission rules.

How does IBEX’s new Nominating Committee relate to Nasdaq requirements?

Ibex states that both its prior approach, where independent Board members performed nominating functions, and the new formal Nominating Committee structure are fully compliant with Nasdaq Global Market rules. Those rules require that director nominations be handled solely by independent board members, regardless of whether they act as a separate committee or as a subset of the Board.

Why did IBEX form the Nominating Committee at this time?

The company explains that the changes were made to address perceived deficiencies in the nominating process that were identified by proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC in their proxy vote recommendations. Ibex believes that establishing the formal Nominating Committee fully rectifies those concerns.

What actions did the new Nominating Committee take regarding IBEX’s director slate?

Upon its formation on November 20, 2025, the Nominating Committee ratified prior actions taken by the independent board members during the prior year and re-nominated the slate of director candidates. These nominees are being presented for election at the upcoming annual meeting of the company on December 5, 2025.

What is the Board’s recommendation for the upcoming IBEX annual meeting?

The newly formed Nominating Committee and the full Board unanimously recommend a vote “FOR” each of the director nominees presented for election at the annual meeting scheduled for December 5, 2025. The company notes that shareholders who have already submitted a proxy may change their vote by sending in a new proxy, which would supersede the prior one.