Axos Financial (AX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 13, 2025, with four Class III directors up for election, a say-on-pay vote, an amendment to the 2014 Stock Incentive Plan, and auditor ratification on the agenda.

• Shareholders as of September 16, 2025, are eligible to vote, with multiple voting methods available including online, phone, mail, or in-person.

• The company reported strong financial performance in fiscal 2025, including $430 million net income, 17.3% return on equity, and 7.6% deposit growth.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing four Class III directors, a non-binding advisory vote on executive compensation, approval of an amendment to the 2014 Stock Incentive Plan, and ratification of BDO USA, P.C. as auditor for 2026.

• Shareholders may submit proposals for the 2026 annual meeting by May 28, 2026.

Board of directors and corporate governance

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

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

• Directors are encouraged to attend all meetings; in 2025, the board held 16 meetings and directors attended over 75% of meetings.

• The company has adopted a Code of Business Conduct and Ethics and maintains robust insider trading and hedging policies.