Expion360 (XPON) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for September 27, 2024, with seven key proposals up for shareholder vote, including director elections, auditor ratification, a reverse stock split, authorized share reduction, and approval of warrant issuances tied to a recent offering.

• Shareholders of record as of August 5, 2024, are eligible to vote, with 7,576,947 shares outstanding on the record date.

• Voting can be conducted by internet, phone, mail, or in person, with detailed instructions provided.

• Forward-looking statements are included, highlighting risks and uncertainties related to future performance and corporate actions.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors for a one-year term.

• Proposal 2: Ratification of M&K CPAS, PLLC as independent auditor for 2024.

• Proposal 3: Reverse stock split at a ratio between 1-for-50 and 1-for-100, at Board discretion within one year.

• Proposal 4: Reduction of authorized shares by 20%-80%, contingent on reverse split approval.

• Proposals 5 & 6: Approval of Series A and B warrant issuances from August 2024 offering, contingent on reverse split.

• Proposal 7: Adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• The Board consists of five members, with a mix of executive and independent directors.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board diversity is tracked and disclosed, with a focus on varied backgrounds and skills.

• No family relationships or legal proceedings involving directors or officers.