XPEL (XPEL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Record date for voting is April 15, 2026; 27,561,035 shares outstanding as of that date.

• Proxy materials distributed primarily via Internet to expedite delivery and conserve resources.

• Shareholders can vote via Internet, mobile device, mail, or at the virtual meeting.

Voting matters and shareholder proposals

• Shareholders to elect five directors for one-year terms; Board recommends voting FOR all nominees.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation; Board recommends voting FOR.

• Procedures for shareholder proposals and director nominations for the 2027 meeting detailed, with strict advance notice and disclosure requirements.

Board of directors and corporate governance

• Board consists of six directors, majority independent, with diverse backgrounds in strategy, finance, operations, and international markets.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with written charters and composed of independent directors.

• Regular self-evaluations and executive sessions of independent directors; CEO also serves as Chairman.

• Stock ownership guidelines in place for directors and executives to align interests with shareholders.