evri-20250418

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

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o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


Everi Holdings Inc.
(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 18, 2025

Dear Stockholder:

On behalf of the Board of Directors and officers of Everi Holdings Inc. (“we,” “us,” “our,” “Everi,” or the “Company”), we are pleased to invite you to attend our 2025 Annual Meeting of Stockholders. The meeting will be held at Everi’s headquarters located at 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113, on Wednesday, May 21, 2025 at 9:00 a.m. Pacific Time (the “Annual Meeting”).

At the Annual Meeting, you will be asked to:


1	2	3	4
Elect three Class II director nominees named in this Proxy Statement.	Approve, on a non-binding, advisory basis, the compensation of our named executive officers.	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	Transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The accompanying Proxy Statement provides a detailed description of these proposals and other information that you should read and consider before voting.

Your vote is very important to us. Regardless of whether you expect to attend the Annual Meeting in person, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible so that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you previously submitted your proxy.

If you have any questions concerning the Annual Meeting, and you are the stockholder of record of your shares, please contact our Vice President, Investor Relations, Jennifer Hills, at jennifer.hills@everi.com or (702) 676-9513. If your shares are held by a broker or other nominee, please contact your broker or other nominee for questions concerning the Annual Meeting.

Your Board brings executive, financial, and strategic leadership together with a wide range of complementary skills and backgrounds relative to the Company’s industry, to assist management in continuing to drive success. The Board remains diligent and highly focused on our people, sustainable growth, and performance. On behalf of the Board of Directors and our employees, we thank you for your past and ongoing support of the Company.

Sincerely,

/s/ Randy L. Taylor

Randy L. Taylor

President and Chief Executive Officer & Director


NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Date and Time: Wednesday, May 21, 2025 9:00 a.m. Pacific Time			Location: Everi Holdings Inc. Corporate Headquarters 7250 South Tenaya Way, Suite 100 Las Vegas, Nevada 89113

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Everi Holdings Inc., at which stockholders will vote on the following proposals listed below. Your vote is very important to us. Regardless of whether you expect to attend the Annual Meeting in person, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible so that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you previously submitted your proxy.

Proposals

How to Vote

Election of three Class II director nominees named in this Proxy Statement.

Visit www.proxyvote.com or the website on your voting instruction form.

To approve on a non-binding, advisory basis, the compensation of our named executive officers.

Call 1-800-690-6903 or the number on your voting instruction form.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.

To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

If you plan to attend the meeting in person, you will need to bring a government-issued picture ID and proof of ownership of Everi Holdings Inc. common stock as of the record date.

We strongly encourage you to vote in advance of the meeting over the Internet, telephone, or by mail as described above.


Record Date
Stockholders of record as of the close of business on April 4, 2025 will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 21, 2025. Our Proxy Statement is attached. Financial and other information concerning Everi Holdings Inc. is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of 2025 Annual Meeting of Stockholders, Proxy Statement, Proxy Card, and 2024 Annual Report are available and may be viewed at www.proxyvote.com.

This Notice of Annual Meeting and the accompanying Proxy Statement are first being made available to our stockholders on April 18, 2025.

By Order of the Board of Directors,

/s/ Kate C. Lowenhar-Fisher

Kate C. Lowenhar-Fisher

Executive Vice President, Chief Legal Officer – General Counsel

and Corporate Secretary

April 18, 2025


PROXY STATEMENT TABLE OF CONTENTS
PROXY STATEMENT SUMMARY	5		Anti-Hedging and Anti-Pledging Policies	65
2024 Performance	6		Equity Award Grant Practices	65
Corporate Governance Highlights	9		Retirement Plans	65
Environmental Sustainability	10		Severance Benefits	66
Social Responsibility	12		Compensation Committee Report	66
Governance	13		Compensation of Named Executive Officers	67
PROXY STATEMENT	14		Summary Compensation Table	67
PROPOSAL 1: ELECTION OF THREE CLASS I I DIRECTORS	14		Grants of Plan-Based Awards	69
			Outstanding Equity Awards at Fiscal Year-End	70
BOARD AND CORPORATE GOVERNANCE MATTERS	23		Option Exercises and Stock Vested	72
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	46		Employment Contracts and Equity Agreements, Termination of Employment and Change in Control Arrangements	73
EXECUTIVE OFFICERS	48
PROPOSAL 2: ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON PAY)	49		Pension Benefits and Nonqualified Deferred Compensation	77


EXECUTIVE COMPENSATION	50		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	78
Compensation Discussion and Analysis	50
I. EXECUTIVE SUMMARY	51
Compensation Actions	51		EQUITY COMPENSATION PLAN INFORMATION	80
II. COMPENSATION PHILOSOPHY AND OBJECTIVES	52		PAY RATIO	80
Compensation Governance Practices	53		PAY VERSUS PERFORMANCE	81
Components of Our Compensation Program	54		PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	86
2024 Target Total Compensation	55
2024 Say on Pay Results	55		REPORT OF THE AUDIT COMMITTEE	88
III. COMPENSATION DECISION MAKING PROCESS	55		FREQUENTLY ASKED QUESTIONS	89
Role of the Board	55		OTHER MATTERS	94
Role of the Compensation Committee	56		ANNUAL REPORT TO STOCKHOLDERS AND ANNUAL REPORT ON FORM 10-K	94
Role of Management	56
Role of Compensation Consultant	56		APPENDIX A: UNAUDITED RECONCILIATION OF SELECTED FINANCIAL GAAP TO NON-GAAP MEASURES	A-1
Compensation Risk Oversight	57
IV. COMPENSATION COMPETITIVE ANALYSIS	58		APPENDIX B: PROXY VOTING CARD	B-1
2024 Peer Group	58
V. ELEMENTS OF COMPENSATION	59
Base Salary Compensation	59
Annual Incentives	59
2024 Annual Incentive Performance Metrics	60
2024 Performance and Actual Payouts	61	INDEX OF FREQUENTLY REQUESTED INFORMATION
Retention Bonuses	61	Corporate Governance Highlights		9
Long-Term Equity Incentive Awards	62	Director Nominees		14
2024 Annual Equity Awards	63	Director Compensation		43
VI. ADDITIONAL COMPENSATION POLICIES AND PRACTICES	64	Compensation of Named Executive Officers		67
Equity Ownership Policy	64

SEC Form DEF 14A filed by Everi Holdings Inc.