Expion360 (XPON) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for September 27, 2024, in Redmond, Oregon, with a record date of August 5, 2024, for voting eligibility.

• Seven proposals are up for vote, including director elections, auditor ratification, a reverse stock split, authorized share reduction, warrant issuances, and potential adjournment.

• The Board recommends voting FOR all proposals and director nominees.

• Forward-looking statements are included, highlighting risks and uncertainties related to future events and financial trends.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for a one-year term expiring at the 2025 annual meeting.

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

• Proposal 3: Approve a reverse stock split at a ratio between 1-for-50 and 1-for-100, at the Board's discretion within one year.

• Proposal 4: Reduce authorized shares of capital stock by 20%-80%, contingent on the reverse split.

• Proposals 5 & 6: Approve issuance of Series A and B warrants, contingent on the reverse split.

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

Board of directors and corporate governance

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

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

• Board diversity is tracked and disclosed per Nasdaq requirements.

• Directors are evaluated on experience, independence, and diversity of skills and backgrounds.

• Stockholders can recommend director candidates following specified procedures.