EBIX, INC.
1 EBIX WAY
JOHNS CREEK, GEORGIA 30097
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 2018
TO THE STOCKHOLDERS OF EBIX, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Ebix, Inc., a Delaware corporation, will be held at Hyatt Place Johns Creek, 11505 Medlock Bridge Rd., Duluth, GA 30097, at 9:00 a.m., Eastern Time, on Friday November 16, 2018, and at any adjournment or postponement thereof (the “Special Meeting”). This Notice of Special Meeting and Proxy Statement describe the following matters proposed by our board of directors (“Board”) to be considered and voted upon by our stockholders at the Special Meeting:
(1)
to approve and adopt an amendment to our certificate of incorporation to increase our authorized common stock to 220,000,000 shares, $0.10 par value (the “Amendment”);
(2)
to approve the adjournment of the Special Meeting, if necessary or appropriate as determined by the Board, to solicit additional proxies; and
(3)
to transact such other further business that may be presented by the Board at the Special Meeting or any postponement or adjournment thereof.
Only stockholders at the close of business on October 11, 2018, the record date, are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.
We are asking you to approve the increase in the authorized shares because our Board has declared a five-for-one (5 for 1) stock split, to be effected by a stock dividend, subject to stockholder approval of the Amendment. We believe the Amendment and the stock split will provide the Company with increased flexibility for potential business and financial transactions.
Your vote is important. Whether you own relatively few or a large number of shares of our stock, it is important that your shares be represented and voted at the Special Meeting. If you are unable to attend the meeting in person, I urge you to complete, date, and sign the enclosed proxy card and promptly return it to us in the envelope provided.
A quorum of stockholders must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, in person or by proxy, of the holders of record of a majority in voting interest of the shares of stock of Ebix, Inc. entitled to be cast as of the record date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. “Broker non-votes” as described in this Proxy Statement will be treated as shares present for quorum purposes. On the record date, there were 31,582,549 shares of our common stock outstanding.
If a quorum is not present at the Special Meeting, the stockholders who are represented may adjourn the Special Meeting until a quorum is present.
We believe the Amendment is in the best interest of the company and our stockholders. Please consider the enclosed carefully. We hope you will support the Amendment with your vote.
Whether or not you plan to attend the Special Meeting, please complete, sign, date and return the enclosed proxy in the envelope provided or vote over the telephone or internet, as applicable.
By Order of the Board of Directors
/s/ Robin Raina
Chairman of the Board and
Chief Executive Officer
Dated: October 16, 2018