Expion360 (XPON) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 4, 2026, with a record date of September 15, 2026, and will address significant changes to capital structure, governance, and compensation plans.

• Key proposals include director elections, ratification of auditors, creation of new preferred stock series, amendments to the articles of incorporation, and incentive plan increases.

• The company recently changed its name to align with an expanded energy platform and strategy.

• A one-for-12 reverse stock split was effected in July 2026, impacting all share calculations.

Voting matters and shareholder proposals

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

• Ratification of M&K CPAS, PLLC as independent auditor for 2026.

• Approval of Series A-1 8% Convertible Preferred Stock and AIR Preferred Stock, including related certificates of designation.

• Approval for issuance of more than 19.99% of outstanding common stock under Nasdaq rules.

• Amendments to increase authorized capital stock to 220,000,000 shares and create blank check preferred stock.

• Amendment to the 2021 Incentive Award Plan to add 250,000 shares.

• Approval for adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board consists of five directors, with separation of Chairman and CEO roles.

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

• Majority of directors are independent under Nasdaq rules.

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

• Stockholders can communicate directly with the board and nominate directors per bylaw procedures.