Axos Financial (AX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 12, 2026, at the Las Vegas headquarters, with alternative arrangements possible if in-person is not feasible.

• Record date for voting is September 16, 2026, with 56,858,003 shares outstanding and entitled to one vote each.

• Proxy materials and annual report are available online, and shareholders are encouraged to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring at the 2029 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay) for Named Executive Officers.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year 2027.

• Shareholder proposals for the 2027 Annual Meeting must be received by May 27, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of 11 members divided into three staggered classes, with 10 independent directors.

• Leadership structure separates Chairman (independent) and CEO roles.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all comprised of independent directors.

• Directors attended over 75% of meetings in fiscal 2026; all attended the 2025 Annual Meeting.

• Code of Conduct and insider trading, hedging, pledging, and clawback policies in place.