Expion360 (XPON) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 2, 2026; Oct. 28 record date, with 1,012,498 common shares outstanding and one vote per share.

• Corporate name changed effective Aug. 20, 2026, to reflect the expanded energy platform and operating strategy.

• Board recommends FOR all six proposals, including director elections, financing-related share issuance, authorized-share expansion and an incentive-plan increase.

Voting matters and shareholder proposals

• Five directors—Scott Burell, Kevin Sellers, Marc Jarvis, George Lefevre and Steven M. Shum—are nominated for one-year terms through the 2027 annual meeting.

• Stockholders are asked to ratify M & K CPAS, PLLC as auditor for FY2026 and approve issuance above Nasdaq’s 19.99% cap under the amended securities purchase agreement.

• The financing approval would enable up to $91 million in additional convertible debentures and warrant exercises that could raise up to $9 million if exercised for cash.

• Proposed charter amendment raises authorized capital shares from 36,666,666 to 220 million and common shares from 16,666,666 to 200 million; preferred authorization remains 20 million.

• Other proposals add 250,000 shares to the 2021 plan reserve and allow meeting adjournments to seek additional votes; the Board recommends FOR both.

Board of directors and corporate governance

• Board had five seats; it met six times and acted by unanimous written consent ten times in 2025; each director attended at least 75% of applicable Board and committee meetings.

• Chairman Scott Burell and CEO Kevin Sellers hold separate roles; the Board cites governance and risk oversight alongside the CEO’s focus on operations and expansion strategy.

• Burell, Lefevre and Shum were determined independent, constituting a Board majority; standing committees are Audit, Compensation, and Nominating and Corporate Governance.

• A new non-employee director policy provides an $88,000 annual retainer, a $64,000 chair retainer when applicable, committee-chair fees, and annual RSUs valued at $60,000.