MSP Recovery, Inc. (NASDAQ: MSPR) has released its Definitive Proxy Statement (Schedule 14A) for the 2025 Annual Meeting of Stockholders. The virtual-only meeting will be held on Friday, August 8, 2025 at 10:00 a.m. ET via webcast (www.proxyvote.com/MSPR). Shareholders of record as of June 11, 2025 are entitled to vote.
Key voting items:
- Proposal 1 – Election of three Class III directors (John H. Ruiz, Frank C. Quesada, Ophir Sternberg) to serve three-year terms expiring in 2028. The Board recommends FOR.
- Proposal 2 – Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2025. The Board recommends FOR.
Board structure and independence: The Board remains staggered and consists of seven members divided into Class I, II and III cohorts. Independent directors represent ≈71 % of the Board. All members of the Audit and Compensation Committees are independent, with Thomas Hawkins chairing Audit and Michael F. Arrigo chairing Compensation.
Governance highlights disclosed:
- Single-class voting structure (one share, one vote).
- No stockholder rights plan (“poison pill”).
- Prohibition on hedging, pledging, or short sales of company stock.
- Independent compensation consultant engaged.
- Regular executive sessions of independent directors without management present.
Other information: The filing confirms that no SEC filing fee was required, includes a broad Code of Conduct, and cautions investors with standard forward-looking-statement language. No executive-compensation changes, capital-allocation plans, or material financial metrics are presented in the excerpt. Shareholders are urged to vote promptly even if they do not attend the webcast, and the company will answer business-related questions live during the meeting.
MSP Recovery (Nasdaq: MSPR) filed an 8-K disclosing new financing actions dated 26 Jun 2025.
- Amended & Restated Nomura promissory note boosts principal to $33.6 million; Nomura also waived up to $3 million of proceeds otherwise payable from the Yorkville SEPA.
- Yorkville issued a $0.8 million convertible note under the existing $250 million Standby Equity Purchase Agreement. Conversion price is the lower of the Fixed Price or 95% of the 5-day VWAP, but not below a $1.00 floor and subject to a 9.99% ownership cap.
- Yorkville may initiate additional share issuances (“Yorkville Advances”) that offset note balances.
The transactions create new debt and potential equity dilution while enhancing near-term liquidity. Shares and notes were issued under the Section 4(a)(2) private-placement exemption.