Expion360 (XPON) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for July 31, 2025, with a record date of June 4, 2025, and will address director elections, auditor ratification, and amendments to equity plans.

• Shareholders will vote on four key proposals: electing five directors, ratifying the auditor, and increasing shares under the 2021 Incentive Award and Employee Stock Purchase Plans.

• The proxy statement includes forward-looking statements subject to risks and uncertainties as described in the company’s annual report.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for a one-year term expiring at the 2026 annual meeting.

• Proposal 2: Ratify M&K CPAS, PLLC as the independent registered public accounting firm for 2025.

• Proposal 3: Approve an increase of 750,000 shares authorized under the 2021 Incentive Award Plan.

• Proposal 4: Approve an increase of 500,000 shares authorized under the 2021 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of five directors, with a majority being independent under Nasdaq rules.

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

• Directors are selected based on experience, diversity of skills, and independence; stockholders may recommend nominees.

• The board met ten times in 2024, and all directors attended at least 75% of meetings.

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