Holdings, LLC, as well as on the boards of several educational and charitable organizations. Mr. Wender holds a bachelor’s degree from Carleton College and a master’s degree in business administration from the Wharton School at the University of Pennsylvania. We believe that Mr. Wender’s extensive investment management and transactional experience coupled with his experience serving on boards of directors make him well qualified as a Director.director.
Relationships, Legal Proceedings and Arrangements There is no family relationship between any of Company’s directors or executive officers and, to the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings which are required to be disclosed pursuant to the rules and regulations of the SEC. There are no arrangements between any director or executive officer of the Company and any other person pursuant to which he/she was, or will be, selected as a director or executive officer, respectively, except for certain Board designation rights provided to certain stockholders under the Shareholders Agreement as described below under the section captioned “Certain Related Person Transactions – Shareholders Agreement”.
See “Corporate Governance”the sections below captioned “Corporate Governance” and “Executive“Director Compensation — Compensation of Directors” below” for additional information regarding the Board of Directors.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
General
The Audit Committee has selected BDO USA, LLP as Intermex’s independent registered public accounting firm to audit the consolidated financial statements of Intermex for the fiscal year ending December 31, 2019. BDO USA, LLP has audited Intermex’s financial statements since fiscal 2017. A representative of BDO USA, LLP is expected to be present at the meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.
Stockholder ratification of the selection of BDO USA, LLP is not required by our bylaws or other applicable legal requirements. However, the Board of Directors is submitting the selection of BDO USA, LLP to Intermex’s stockholders for ratification as a matter of good corporate practice. In the event that this selection of an independent registered public accounting firm is not ratified by the affirmative vote of a majority of the shares present and voting at the meeting in person or by proxy, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Intermex and its stockholders.
Principal Accounting Fees and Services
The following tables present fees for professional audit services rendered by BDO USA, LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017, and fees billed for the other services rendered during those periods.
| | 2018 | | | 2017 | |
Audit fees (1) | | $ | 2,196,550 | | | $ | - | |
Audit-related fees (2) | | $ | - | | | $ | - | |
Tax fees (3) | | $ | - | | | $ | - | |
All other fees (4) | | $ | - | | | $ | - | |
The following tables present fees for professional audit services rendered by Grant Thornton LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2018 and 2017, and fees billed for the other services rendered during those periods.
| | 2018 | | | 2017 | |
Audit fees (1) | | $ | - | | | $ | 199,662 | |
Audit-related fees (2) | | $ | - | | | $ | - | |
Tax fees (3) | | $ | 408,800 | | | $ | 202,918 | |
All other fees (4) | | $ | - | | | $ | - | |
| (1) | Audit fees consists principally of audit work performed on the consolidated financial statements, reviews of our Form 10-Qs, as well as work generally only the independent registered certified public accountants can reasonably be expected to provide, such as statutory audits. Such audit fees also include professional services for comfort letters, consents and reviews of documents filed with the Securities and Exchange Commission, including those in connection with the Merger transaction that closed in July 2018. |
| (2) | Audit related fees would consist of accounting advisory services and other miscellaneous matters. No such services were provided in the relevant periods. |
| (3) | Tax fees consisted principally of assistance with tax compliance, preparation of returns, tax planning, and providing tax guidance. |
| (4) | All other fees would consist of the aggregate fees billed for products and services other than the services described under audit fees, audit-related fees and tax fees. No such products or services were provided in the relevant periods. |
Audit Fees
Audit fees include the aggregate fees for the audit of our annual consolidated financial statements, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries.
Audit-Related Fees
Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports.
Tax Fees
Tax fees were for tax compliance services and assistance with federal and provincial tax-related matters.
All Other Fees
All other fees were for advisory services related to compliance with regulatory reporting requirements.
Pre-Approval Policies and Procedures
All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of BDO USA, LLP to perform the audit of our annual consolidated financial statements. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by BDO USA, LLP if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS Intermex’s INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which is available on the Company’s website at www.intermexonline.com. If we amend or grant a waiver of one or more of the provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on the Company’s website at www.intermexonline.com. The information found on the website is not part of this proxy statement.
As a result of our Common Stockcommon stock being listed on Nasdaq, Intermex adhereswe adhere to the rules of such exchange in determining whether a director is independent.
Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that Michael Purcell, Kurt Holstein, Christopher Lofgren and John Rincon are independent directors under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director had with FinTech Acquisition Corp. II and Intermex Holdings II, Inc. and has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them, such as those described in the section below entitled “Certain Relationships and Related Party Transactions”.”
Exit From Controlled Company Status
SPC Intermex, an affiliate of Stella Point, through the terms of the Shareholders Agreement continues to control a majority of the voting power of our outstanding Common Stock. As a result, weWe are no longer a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under theseNasdaq listing rules. Consequently, the Nasdaq listing rules a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:
the requirement that a majority of our Board of Directors consist of independent directors;
the requirementwill require that we have a Nominating/Corporate Governance Committee that is composed entirely of independent directors with a written charter addressing the Committee’s purpose and responsibilities; and
the requirement that we have a Compensation Committee that is composed entirely of independent directors with a written charter addressing the Committee’s purpose and responsibilities.
We utilize and intend to continue to utilize these exemptions. As a result, we do not currently(a) have a majority of independent directors on our board of directors within one year after the date we no longer qualified as a “controlled company”; and our Compensation Committee(b)(i) have at least a majority of independent directors on each of the compensation and Nominating/Corporate Governance Committee does not consistnominating and governance committees within 90 days after the date we no longer qualified as a “controlled company,” and (b)(ii) have compensation and nominating and governance committees composed entirely of independent directors. Accordingly, you will notdirectors within one year of such date. We have satisfied the same protections afforded90-day requirement of having a majority of independent directors on the compensation and nominating and governance committees and expect to stockholders of companies that are subject to all ofsatisfy the other corporate governance requirements of Nasdaq.
Board Meetingsduring the one-year transition period. During this transition period, we will continue to qualify for and Committees ofmay continue to utilize the Board of Directors
Intermex has established a separately standing audit committee, nominating andavailable exemptions from certain corporate governance committeerequirements as permitted by Nasdaq listing rules.
Board, Committee and
compensation committee.
Annual Meeting Attendance
During fiscal 2018, after the closing of the Merger,2019, the Board of Directors held twofour meetings. In 2018,2019, all directors attended or participated in 75% or more of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of all committees of the Board of Directors on which such director served, in each case held during such director’s relevant period of service.