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DEF 14A 1 a2020proxydef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


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Envestnet, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents

April 7, 2021

Chicago, Illinois

Dear Fellow Shareholder:

It is with great pleasure that we invite you to our 2021 Annual Meeting of Shareholders. The meeting will be held on May 12, 2021 at 10:30 a.m. Central Time. As part of our precautions regarding the COVID-19 pandemic, this year’s Annual Meeting will be a virtual-only meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://web.lumiagm.com/241143720.

Our formal agenda for this year’s meeting is to vote on the election of directors; to vote, on an advisory basis, on 2020 executive compensation; to ratify the selection of our independent registered public accounting firm for 2021; and to approve the Envestnet, Inc. 2010 Long-Term Incentive Plan as amended through the Fifth Amendment. In addition, we will report to you on the highlights of 2020 and discuss the outlook for our business in 2021.

Whether or not you plan to attend the virtual Annual Meeting, your vote on these matters is important to us. Shareholders of record can vote their shares via the Internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the return envelope provided. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.

If you are a beneficial holder of our shares, we urge you to give voting instructions to your broker so that your vote can be counted. This is especially important since the New York Stock Exchange does not allow brokers to cast votes with respect to the election of directors, the advisory vote on executive compensation or the approval of the Envestnet, Inc. 2010 Long-Term Incentive Plan as amended through the Fifth Amendment unless they have received instructions from the beneficial owner of shares.

We continue to closely monitor developments with the COVID-19 pandemic and take proactive measures to ensure business continuity. As the situation evolves, we will continue to support our customers and the health and well-being of our employees and other stakeholders. As always, we appreciate your continued support, and hope that you and yours stay safe and healthy.


Sincerely,

William Crager
Chief Executive Officer

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NOTICE OF ANNUAL MEETING

April 7, 2021

Chicago, Illinois

TO THE SHAREHOLDERS OF ENVESTNET, INC.:

The 2021 Annual Meeting of Shareholders of Envestnet, Inc. will be held on May 12, 2021, at 10:30 a.m. Central Time. This year’s Annual Meeting will be a virtual-only meeting via live webcast on the Internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting https://web.lumiagm.com/241143720.

The Annual Meeting will be held for the following purposes:

1.To elect two Class I directors to hold office until the 2024 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, death or incapacity;

2.To approve, on an advisory basis, 2020 executive compensation;

3.To ratify the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2021;

4.To approve the Envestnet, Inc. 2010 Long-Term Incentive Plan, as amended through the Fifth Amendment; and

5.To transact such other business, if any, as lawfully may be brought before the meeting.

Only shareholders of record at the close of business on March 15, 2021, are entitled to notice of, and to vote at, the virtual Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 12, 2021: THIS PROXY STATEMENT, FORM OF PROXY CARD AND OUR 2020 ANNUAL REPORT ARE AVAILABLE AT WWW.ENVESTNET.COM.

Whether or not you plan to attend the virtual Annual Meeting and regardless of the number of shares you own, please vote as promptly as possible via the Internet or by telephone in accordance with the instructions in your proxy materials. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached proxy statement. For further information concerning the individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the attached proxy statement.


By Order of the Board of Directors,

Shelly O’Brien
Corporate Secretary

Table of Contents

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			4
Why has this proxy statement been made available?			4
What proposals will be voted on at the Annual Meeting?			4
Are proxy materials available on the Internet?			4
Who is entitled to vote?			4
How many votes do I have?			4
What is the difference between holding shares as a shareholder of record and as a beneficial owner?			4
How do I vote by proxy if I am a shareholder of record?			5
How do I give voting instructions if I am a beneficial owner?			5
May I vote by telephone or via the Internet?			5
May I revoke my proxy or my voting instructions?			5
How do I attend and vote during the virtual Annual Meeting?			6
Why are we holding the Annual Meeting virtually?			6
How can I ask questions at the virtual Annual Meeting?			6
What do I do if I have technical problems during the virtual Annual Meeting?			6
What votes need to be present to hold the Annual Meeting?			7
What vote is required to approve each proposal?			7
How are votes counted?			7
What is the effect of broker non-votes and abstentions?			7
Who will pay the costs of soliciting proxies for the Annual Meeting?			7
Where can I find the voting results?			7
Will Envestnet’s independent registered public accounting firm attend the Annual Meeting?			7
Do directors attend the Annual Meeting?			8
How can a shareholder, employee, or other interested party communicate directly with our Board?			8
Whom should I call if I have any questions?			8
ENVIRONMENTAL, SOCIAL AND GOVERNANCE			9
Overview			9
Developing the Future of Financial Wellness			9
Responsible Investing			9
Strengthening Our Communities			10
Reducing Our Impact on the Environment			10
Supporting Our Employees			10
Diversity and Inclusion			10
CORPORATE GOVERNANCE			12
Overview			12
Leadership Changes			12
The Board of Directors			12
Director Independence			12
The Committees of the Board			13
Restrictions on Short-term Speculative Transactions, Hedging and Pledging			14
Board Leadership Structure			15
Board Over sight			15
The Board’s Oversight of Risk			16
Director Self-Evaluations			17
Director Nominations			17
Shareholder Recommendation s and Nominations of Director Candidates			17
Related Party Transaction Polic ies and Procedures			18

Table of Contents


Related Party Transactions			18
Indemnification of Directors and Executive Officers			19
Delinquent Section 16(a) Reports			19
DIRECTOR COMPENSATION			19
Stock Ownership Guidelines - Non-employee Directors			19
Director Compensation Table			20
Outstanding Equity Awards			20
PROPOSAL NO. 1: ELECTION OF DIRECTORS			21
General			21
Nominees for election for a term expiring in 2024 (Class I)			21
Directors whose terms of office will continue after this meeting			22
Directors whose terms expire in 2022 (Class III)			22
Directors whose term expire in 2023 (Class II)			23
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			24
Security Ownership of Management			24
Security Ownership of Certain Beneficial Owners			25
EXECUTIVE COMPENSATION			26
Compensation Discussion and Analysis (“CD&A”)			26
Highlights of 20 20 and Long-Term Performance			26
Financial Performance 20 20 versus 201 9			26
Strategic Accomplishments			26
Five Year Performance			26
Shareholder Engagement and 20 20 Say-on-Pay Vote			27
Envestnet’s Compensation Philosophy and Guiding Principles			28
Envestnet ’s Executive Compensation Program			28
Envestnet’s Executive Compensation Mix			29
What We Do and What We Don’t Do			29
Role of Compensation Committee and Management			30
Peer Group			30
Compensation Decisions Made in 202 1 for 20 20 Performance			30
I ncentive Changes for 2021			33
Benefits and Perquisites			33
Stock Ownership Guidelines - NEOs			33
Envestnet, Inc. Clawback Polic y			34
Impact of Tax Treatments on Compensation			34
20 20 Summary Compensation Table			35
20 20 Grants of Plan-Based Awards Table			36
Narrative to 20 20 Summary Compensation Table and 20 20 Grants of Plan-Based Awards Table			36
20 20 Outstanding Equity Awards at Fiscal Year-End			37
20 20 Option Exercises and Stock Vested			38
Nonqualified Deferred Compensation			38
Employment Agreements			39
Potential Payments Upon Termination or Change of Control			40
Termination Due to Death or Disability			41
Termination Without Cause or for Good Reason			41
Termination Following Change of Control			42
Equity Compensation Plan Information			42
COMPENSATION COMMITTEE REPORT			43
CEO PAY RATIO			44

Table of Contents


PROPOSAL NO. 2: APPROVAL, ON AN ADVISORY BASIS, OF 2020 EXECUTIVE COMPENSATION			45

SEC Form DEF 14A filed by Envestnet, Inc