XPEL (XPEL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2025, with voting on director elections, auditor ratification, executive compensation, and a new Employee Stock Purchase Plan.

• Proxy materials distributed primarily via internet to reduce costs and environmental impact.

• Record date for voting is April 15, 2025, with 27,664,765 shares outstanding.

• 2024 saw revenue growth of 6.1% to $420.4M, but net income declined 13.8% to $45.5M.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of the 2025 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025.

Board of directors and corporate governance

• Board consists of five nominees, with a majority deemed independent under Nasdaq standards.

• Committees: Audit (Klonne, Crumly, North), Compensation (North, Crumly, Bogart), Nominating and Corporate Governance (Bogart, Crumly, Klonne).

• All directors attended at least 75% of meetings in 2024.

• Board leadership combines CEO and Chairman roles, with regular executive sessions of independent directors.

• Stockholder communications and director nominations are facilitated through established processes.