[8-K] International Money Express, Inc. Reports Material Event

Rhea-AI Filing Summary

International Money Express (NASDAQ: IMXI) filed an 8-K detailing voting results from its 20 Jun 2025 annual meeting.

• Shareholders approved an Amended & Restated 2020 Omnibus Equity Compensation Plan, adding 2,520,000 shares, extending the plan to 19 Jun 2035 and lifting the annual non-employee director compensation cap to $750,000.
• Two Class I directors were re-elected; BDO USA, P.C. was ratified as FY 2025 auditor.
• An advisory “say-on-pay” resolution passed.

No operational or financial performance metrics were disclosed; the filing focuses on governance and compensation changes that may affect dilution and cost structure.

Positive

• None.

Negative

• Additional 2,520,000 shares authorized for equity compensation, introducing potential dilution for existing shareholders
• Annual non-employee director compensation limit raised to $750,000, increasing possible cash and equity outflows

Insights

Compensation Analyst

TL;DR: 2.52 M new shares plus higher director cap raise dilution and cost risk.

The expanded equity pool increases potential dilution without linking awards to fresh performance hurdles. Extending the plan by five years and restoring share recycling provides flexibility to retain talent but shifts value from shareholders to employees. The higher $750 k cap, now limited to board service only, signals richer pay potential for directors. Votes were comfortably in favor, indicating limited current resistance, yet proxy firms often flag pools above ~5 % outstanding. Investors should monitor actual grant velocity and burn-rate to gauge the real EPS impact.

Governance Specialist

TL;DR: Routine re-elections; equity plan passes with 91% support—moderate governance impact.

Director elections saw modest withheld votes (up to 39 %) but not enough to block incumbents. Auditor ratification was near-unanimous, suggesting no material concern over audit quality. The revised equity plan gained 92 % approval, showing shareholder tolerance despite larger share pool and pay cap. While not a red-flag event, the board’s willingness to increase dilution highlights a governance stance favoring compensation flexibility over strict share preservation. Continual shareholder backing may hinge on future TSR relative to peer group.

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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): June 20, 2025

INTERNATIONAL MONEY EXPRESS, INC.

(Exact name of registrant as specified in charter)

Delaware			001-37986			47-4219082
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

			9100 South Dadeland Blvd., Suite 1100, Miami, Florida						33156
			(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (305) 671-8000

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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 stock ($0.0001 par value)			IMXI			The Nasdaq Capital 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 ☐

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. ☐

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

On June 20, 2025, at the Annual Meeting of Stockholders (the “Annual Meeting”) of International Money Express, Inc. (the “Company”), the Company’s stockholders approved the Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “A&R 2020 Plan”), which amends and restates the Company’s existing 2020 Omnibus Equity Compensation Plan (the “2020 Plan”).

The A&R 2020 Plan increases the number of shares of common stock authorized for issuance under the 2020 Plan by an additional 2,520,000 shares. The A&R 2020 Plan also (a) sets the effective date of the A&R 2020 Plan as June 20, 2025, (b) extends the term of the 2020 Plan from June 25, 2030 to June 19, 2035, (c) provides that the aggregate fair market value (as defined in the A&R 2020 Plan) of all grants to any non-employee director during any single calendar year, plus the total cash compensation paid to the director for services as a director rendered for a calendar year, shall not exceed $750,000, representing an increase from $500,000 and a modification of such limitation such that it will apply only for services rendered as a director rather than for services rendered in all capacities (for example, as both a director and as a consultant), (d) adds that after March 31, 2025, shares tendered (either physically or by attestation) or withheld by the Company for purposes of satisfying tax withholding obligations with respect to grants other than options or stock appreciation rights granted under the A&R 2020 Plan shall again be available for purposes of the A&R 2020 Plan, and (e) includes certain other minor or ministerial changes.

The Company’s Board of Directors approved the A&R 2020 Plan on April 28, 2025, subject to stockholder approval at the Annual Meeting. The A&R 2020 Plan is described in more detail in Proposal Four in the Company’s revised definitive proxy statement on

Schedule 14A filed with the Securities and Exchange Commission on May 12, 2025 (the “Proxy Statement”). The descriptions of the A&R 2020 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R 2020 Plan, a copy of which was filed as Annex A to the Proxy Statement and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 20, 2025, the Company’s stockholders (i) elected two Class I directors to serve for a three-year term or until their respective successors are duly elected and qualified, (ii) ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) approved a non-binding advisory resolution regarding the compensation of the Company’s named executive officers and (iv) approved the Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan. The final results for the votes regarding the proposals are set forth below.

Proposal 1 - Election of the Following Class I Directors

Class I Directors			Votes For			Votes Withheld			Broker Non-Votes
Bernardo Fernandez			18,570,256			2,068,842			4,486,739
Laura Maydon			12,578,271			8,060,827			4,486,739

Proposal 2 - Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:

Votes For			Against			Abstained			Broker Non-Votes
24,789,182			327,922			8,733			0

Proposal 3 – Approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers:

Votes For			Against			Abstained			Broker Non-Votes
18,776,424			1,845,903			16,771			4,486,739

Proposal 4 – Approval of the Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan:

Votes For			Against			Abstained			Broker Non-Votes
18,888,034			1,739,574			11,490			4,486,739

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1*						Amended and Restated International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Annex A to the Company’s Revised Definitive Proxy Statement, filed May 12, 2025).
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

SIGNATURE

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.

			INTERNATIONAL MONEY EXPRESS, INC.
Dated: June 26, 2025			By:			/s/ Robert Pargac
			Name:			Robert Pargac
			Title:			General Counsel & Corporate Secretary

FAQ

How many extra shares does IMXI's amended 2020 equity plan authorize?

The plan adds 2,520,000 shares of common stock for future equity grants.

When does the amended IMXI equity compensation plan expire?

The plan now terminates on June 19, 2035.

What is the new annual compensation cap for IMXI non-employee directors?

Total cash plus equity is capped at $750,000 per director per calendar year.

Which auditor did IMXI shareholders ratify for fiscal 2025?

Shareholders ratified BDO USA, P.C. with 24,789,182 votes in favor.

Did IMXI's shareholders approve the advisory ‘say-on-pay’ vote?

Yes. 18,776,424 votes supported executive compensation, versus 1,845,903 against.