DEF 14A: Axil Brands Seeks Stockholder Approval for Director Elections, Auditor Ratification, Executive Compensation, and Amended Equity Incentive Plan

Axil Brands is holding its annual meeting on December 18, 2024, to vote on key proposals including the election of directors, ratification of the accounting firm, executive compensation, and an amended equity incentive plan.

Summary

• Axil Brands, Inc. is soliciting proxies for its Annual Meeting of Stockholders to be held on December 18, 2024.
• The meeting will take place at the company's headquarters in Beverly Hills, California.
• Stockholders of record as of October 23, 2024, are entitled to vote.
• The proposals include the election of Jeff Toghraie and Jeff Brown as Class III directors for terms expiring at the 2027 Annual Meeting.
• Stockholders will also vote to ratify the appointment of Salberg & Company, P.A. as the company's independent registered public accounting firm for the fiscal year ending May 31, 2025.
• An advisory, non-binding vote will be held to approve the compensation of the company's named executive officers.
• Stockholders will also vote on the frequency of the advisory vote on executive compensation.
• The final proposal is to approve the company's Amended and Restated 2022 Equity Incentive Plan, which includes increasing the number of shares authorized for issuance under the Plan by 800,000 shares.
• The proxy materials, including the proxy statement and Annual Report, were mailed to stockholders on or about October 30, 2024.
• The Board recommends voting for all director nominees, ratification of the auditor, approval of executive compensation, a one-year frequency for executive compensation votes, and approval of the amended equity incentive plan.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The proposals are routine and the Board's recommendations are clear. The inclusion of risk factors and forward-looking statements adds a layer of caution, but overall the sentiment is moderately positive.

Positives

• The Board is actively engaged in risk oversight through various committees.
• The company has a Code of Business Conduct and Ethics and an Insider Trading Policy in place.
• The company is committed to maintaining a diverse workforce and inclusive work environment.
• The company has a Clawback Policy to recover certain executive compensation in the event of a financial restatement.
• The company is taking steps to address cybersecurity risks through a comprehensive approach.

Risks

• The document mentions risks related to cybersecurity threats and the need for ongoing assessment and mitigation.
• The company's future performance is subject to risks, uncertainties, and other factors that may cause actual results to differ materially from forward-looking statements.

Future Outlook

The company anticipates that subsequent events and developments will cause its views to change; however, it undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities laws.

Industry Context

This document is a standard proxy statement, which is a common practice for publicly traded companies to solicit votes from shareholders on important matters.

Comparison to Industry Standards

• The executive compensation disclosures follow the requirements of Item 402 of Regulation S-K, which is standard practice for SEC filings.
• The company's corporate governance practices, such as having an audit committee and a code of ethics, are aligned with NYSE American listing standards and general corporate governance best practices.
• The discussion of cybersecurity risks and measures is becoming increasingly common in proxy statements, reflecting the growing importance of this issue for companies across various industries.

Management Changes

Related Party Transactions

• Jeff Toghraie, the Company’s Chief Executive Officer and Chairman, is the managing director of Intrepid. Intrepid has, from time to time, provided advances to the Company for working capital purposes.
• Jeff Brown, the Company’s Chief Financial Officer, Chief Operating Officer and director, has a controlling interest in BZ Capital Strategies.
• During the fiscal years ended May 31, 2024 and 2023, the Company paid $231,470 and $218,696, respectively, as consulting fee for product development to Weston T. Harris, a major stockholder of A&A.
• The Company also paid $146,546 and $126,097, respectively, to immediate family members of the major stockholder as compensation for services relating to packaging design and affiliate marketing during the fiscal years ended May 31, 2024 and 2023.
• In March 2024, the Company entered into a repurchase agreement with an entity managed by Mr. Harris, pursuant to which the Company repurchased 142,021,750 shares of Series A Preferred Stock from the entity for an aggregate purchase price of $852,130.
• On June 16, 2022, the Company and its wholly owned subsidiary Reviv3 Acquisition Corporation (now known as AXIL Distribution Company) completed the acquisition of both (i) the hearing protection business of A&A, consisting of ear plugs and ear muffs, and (ii) A&As ear bud business pursuant to the Asset Purchase Agreement, dated May 1, 2022, as amended on June 15, 2022 and September 8, 2022, by and among the Company, Reviv3 Acquisition Corporation, A&A and certain stockholders of A&A.

Stakeholder Impact

• Approval of the equity incentive plan could impact employee motivation and retention.
• The outcome of the executive compensation vote could influence investor sentiment.
• The election of directors will shape the company's leadership and strategic direction.
• The ratification of the auditor ensures the integrity of the company's financial reporting.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will file a Current Report on Form 8-K within four business days of the Annual Meeting to disclose the final voting results.
• The company intends to file a Registration Statement on Form S-8 with the SEC relating to the registration of the additional shares reserved for issuance under the Plan pursuant to the Securities Act of 1933, as amended, after stockholder approval of the amended and restated Plan.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, executive compensation, equity incentive plan, directors, auditor, governance, AXIL Brands