Expion360 (XPON) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 2, 2026; Oct. 28, 2026 is the voting record date. Five directors and five additional proposals are on the ballot.

• The July 21, 2026, 1-for-12 reverse split was retroactively reflected in prior share and equity-award figures; the renamed organization cited its expanded energy platform and operating strategy.

Voting matters and shareholder proposals

• The Board recommends FOR all six proposals, including five director nominees for one-year terms and ratification of M & K CPAS, PLLC for FY2026.

• Proposal 3 seeks Nasdaq approval for common-share issuance above 19.99% of pre-transaction shares under amended debentures and warrants; approval also enables the purchasers’ additional investment right.

• Proposal 4 would raise authorized capital to 220 million shares, including 200 million common shares; Proposal 5 adds 250,000 shares to the 2021 Incentive Award Plan.

• Proposal 6 authorizes one or more meeting adjournments to solicit additional votes if needed for any proposal.

Board of directors and corporate governance

• Five nominees are standing for election: Scott Burell, Kevin Sellers, Marc Jarvis, George Lefevre and Steven M. Shum; three directors were determined independent under Nasdaq rules.

• Chairman Scott Burell and CEO Kevin Sellers hold separate leadership roles; the Board may reassess the structure as circumstances change.

• The Board met six times and acted by unanimous written consent ten times in 2025; each director attended at least 75% of relevant Board and committee meetings.

• Three standing committees oversee audit, compensation, and nominating/governance matters; a written ethics code applies to directors, officers and employees.