Axon Enterprise (AXON) Proxy filing summary

Executive summary

• Achieved record revenue of $2.8 billion in 2025, marking the fourth consecutive year of 30%+ annual growth; software & services grew over 40% and now represent 43% of revenue.

• Net income reached $125 million (4.5% margin), adjusted EBITDA was $710 million (25.5% margin), and ARR hit $1.3 billion with net revenue retention at 125%.

• Major product expansions included Axon Vehicle Intelligence, Axon Assistant, Axon Body Mini, and Axon 911, with significant investments in AI and VR-powered training.

• The company realigned its business into two segments: Software and Services, and Connected Devices, to enhance transparency and operational focus.

• Shareholder returns ranked above the 93rd percentile among S&P 500 companies for 3-, 5-, and 10-year periods.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• All proposals are recommended for approval by the Board.

Board of directors and corporate governance

• Board is majority independent, with regular refreshment (four new directors since 2023) and an average tenure of 10 years.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Enterprise Risk and Compliance, and Mergers and Acquisitions and Capital Structure.

• Board diversity: 45% women, 27% racially diverse; directors bring expertise in technology, finance, law enforcement, and risk oversight.

• Annual director elections, majority vote standard, and proxy access bylaw provision for shareholder-nominated directors.

• Formal term limits and regular board evaluations support ongoing refreshment and succession planning.