Crexendo (CXDO) Proxy filing summary

Executive summary

• Strategy centers on growing platform adoption, improving service, disciplined investment and cost control; ESI integration is focused on efficiency, service and combined-resource benefits.

• Economic uncertainty and higher interest rates are reducing initial license sizes and delaying upgrades; management expects demand to rise as customer confidence improves, but timing remains uncertain.

• The largest platform upgrade to date, including expanded functionality and a redesigned interface, is expected in Q1 or Q2 2027.

• Cash generation may support selective, potentially accretive acquisitions while minimizing dilution; investment decisions will consider strategic fit, price, integration needs and per-share earnings and cash flow.

Voting matters and shareholder proposals

• The December 2, 2026 meeting asks shareholders to elect three directors, approve a 5,000,000-share increase to the 2021 LTIP reserve, and ratify Urish Popeck & Co., LLC for FY2026.

• The Board recommends voting FOR all three proposals; director elections use plurality voting, while the plan amendment and auditor ratification require a majority of shares present and entitled to vote.

• Abstentions count against the LTIP and auditor proposals; broker non-votes have no effect on those outcomes.

Board of directors and corporate governance

• Chris McKee, L. Jasmine Kim and Anil Puri are nominated as Class II directors for terms through the 2028 annual meeting; the staggered Board elects about half its directors annually.

• Jeffrey G. Korn is Board Chairman; Steven G. Mihaylo became Chairman Emeritus after stepping down as Chairman in January 2025. A majority of directors are independent under Nasdaq rules.

• The Board met four times in FY2025, with each director attending at least 75% of applicable Board and committee meetings. Audit, Compensation and Nominating Committees are composed of independent directors.

• Stockholders may submit director recommendations to the Nominating Committee; candidate criteria include integrity, judgment, experience, independence, Board needs and diversity of background.