Crexendo (CXDO) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 2, 2026, at 2:00 p.m. Pacific in Tempe; Oct. 6, 2026 record-date holders may vote.

• Management cited platform-license conversions, the ESI integration, cash generation and disciplined acquisition evaluation as growth priorities; economic uncertainty and higher rates are delaying some customer purchases and upgrades.

• The largest platform upgrade to date is expected in Q1 or Q2 2027, with functionality and interface improvements intended to support adoption and customer expansion.

Voting matters and shareholder proposals

• Ballot covers election of Chris McKee, L. Jasmine Kim and Anil Puri to Class II seats through the 2028 annual meeting; the Board recommends FOR all three.

• Proposal II seeks 5,000,000 additional shares for the 2021 Long-Term Incentive Plan; the Board recommends FOR.

• Proposal III seeks ratification of Urish Popeck & Co. as auditor for FY2026; the Board recommends FOR.

• Director nominees are elected by plurality; plan and auditor proposals require a majority of shares present and entitled to vote, with abstentions counting against the latter two.

Board of directors and corporate governance

• The classified board elects about half its directors annually for two-year terms; Jeffrey G. Korn is Board Chair, and Steven G. Mihaylo became Chair Emeritus in Jan. 2025.

• Board committees are Audit, Compensation and Nominating; the Board determined committee members are Nasdaq-independent, and a majority of directors are independent.

• The Board met four times in 2025; each director attended at least 75% of applicable Board and committee meetings.

• Directors and executive officers as a group beneficially owned 34.0% as of Oct. 6, 2026; Steven G. Mihaylo beneficially owned 29.1%.