Axos Financial (AX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for November 14, 2024, at the corporate headquarters in Las Vegas, with provisions for remote participation if necessary.

• Stockholders as of September 16, 2024, are eligible to vote on director elections, executive compensation, and auditor ratification.

• The company achieved record earnings in fiscal year 2024, with significant growth in deposits, net income, and return on equity.

• The board and management emphasize strong corporate governance, risk oversight, and stockholder engagement.

Voting matters and shareholder proposals

• Four Class II directors are nominated for election to serve three-year terms expiring at the 2027 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2025 is recommended.

• Procedures for submitting shareholder proposals for the 2025 Annual Meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of 11 members divided into three classes, with 91% meeting NYSE independence standards.

• Leadership is split between an independent Chairman and the CEO, supporting independent oversight.

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

• Directors are selected based on industry, public company, technology, financial, leadership, and legal expertise.

• Directors are required to own at least five times their annual cash retainer in company stock within five years.