Xpel Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the listed nominees to XPEL’s Board of Directors: Ryan L. Pape; Stacy L. Bogart; Richard K. Crumly; Michael A. Klonne; John F. North; and Mark A. Thornton.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as XPEL’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of XPEL’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and related disclosures).

   More detail

   This is a non-binding, advisory 'say-on-pay' proposal asking stockholders to approve the Company’s executive compensation program as described in the proxy’s CD&A, compensation tables and narrative. Management is seeking shareholder approval to validate its pay structure, which for 2025 consisted of a mix of base salary, annual cash bonuses tied to revenue and EPS (50%/50% weighting for 2025), and long-term equity incentives (50% RSUs, 50% PSUs) with PSUs measured on three-year cumulative revenue and EPS goals. The Compensation Committee used an independent consultant (FW Cook), peer benchmarking, and explicit governance features—such as a clawback policy, stock ownership guidelines, a cap on annual cash incentive payouts, and no hedging or pledging—to strengthen alignment with shareholder interests. In 2025 the formulaic annual bonus payout equated to approximately 124.5% of target based on reported revenue and EPS performance; PSUs cliff-vest after a three-year performance period and RSUs vest ratably over four years, emphasizing multi-year alignment. The Board frames the proposal as approval of a program that rewards both near-term operational goals and long-term shareholder value creation; because the vote is advisory, the Board will consider the result in future compensation design. From a risk/oversight perspective, the Compensation Committee is composed of independent directors and retains an independent advisor, and the company discloses pay-versus-performance metrics and clawback provisions, which supports governance defensibility. Potential stockholder concerns include the non-binding nature of the vote, the concentration of CEO compensation in equity-based awards (and the increase in compensation actually paid in 2025), and the pay ratio and absolute levels for senior executives; significant negative votes could prompt the Board to adjust plan design or disclosure. Overall, the program emphasizes pay-for-performance through measurable financial targets and multi-year equity vesting, while providing the Board flexibility to respond to stockholder feedback and to calibrate incentives against long-term strategy and risk.

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When is the Xpel Inc 2026 annual meeting?

Xpel Inc (XPEL) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Xpel Inc 2026 meeting?

The record date for the Xpel Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Xpel Inc's 2026 meeting?

The board is presenting 6 director nominees at the Xpel Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Xpel Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Xpel Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.