AXIL Brands (AXIL) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 16, 2026; record date Oct. 21, 2026, with 6,822,681 common shares outstanding and entitled to vote.

• Stockholders will vote on Nancy Hundt’s election to a three-year Class I term through 2029 and auditor ratification for FY ending May 31, 2027; the Board recommends FOR both.

Voting matters and shareholder proposals

• Director election: nominee receiving the most FOR votes is elected; withholds and broker non-votes have no effect. Auditor ratification requires a majority of shares present or represented and entitled to vote; abstentions count against.

• Uninstructed proxies will be voted FOR both proposals; brokers generally may vote uninstructed shares on auditor ratification, a routine matter, but not the director election.

• Stockholder proposals for inclusion in 2027 proxy materials are due June 30, 2027; bylaw notices for nominations or other proposals are due Sept. 17–Oct. 17, 2027.

Board of directors and corporate governance

• Board has five members in three staggered classes; Nancy Hundt is the sole Class I nominee. Jeff Toghraie serves as CEO and Board Chair; the Board currently favors combining those roles and will periodically reassess the structure.

• Hundt, Manu Ohri and Thomas Penna qualify as independent; all standing committee members are independent. Ohri chairs Audit and is designated an audit committee financial expert; Penna chairs Nominating and Corporate Governance.

• Peter Dunne resigned Jan. 15, 2026; Penna joined the Board and Audit and Compensation Committees and became Nominating and Corporate Governance Committee chair that day.

• Non-employee directors received 5,000 restricted shares each on Jan. 15, 2026, vesting Jan. 15, 2027; no other director compensation was paid in FY2026.