Axos Financial Inc
For the period ended Jun 30, 2024. Filed Sep 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 30, 2024 · Filed Sep 25, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantý Filed by a party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
Axos Financial, Inc.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ý | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-–6(i)(1) and 0-11. |
Dear Stockholders:
On behalf of the Board of Directors and management of Axos Financial, Inc. (the “Company”), you are cordially invited to attend the 2024 Annual Meeting of Stockholders of the Company (“Annual Meeting”). The Annual Meeting will be held on Thursday, November 14, 2024 at 2:00 PM, Pacific Time, at our corporate headquarters located at 9205 West Russell Road, Suite 400, Las Vegas, NV 89148.
Although we intend to hold our Annual Meeting in person, in the event it is not possible nor advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Company website atwww.axosfinancial.com and our Annual Meeting website atwww.envisionreports.com/AX for updated information. If you are planning to attend our meeting, please check either website one week prior to the meeting date.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe in detail the matters to be acted on at the meeting.
Your participation in Company activities is important, and we encourage you to attend the meeting. Whether or not you plan to attend the meeting, please be sure to complete, sign, date and return the proxy card in the accompanying postage-paid reply envelope provided to you, so that your shares may be voted in accordance with your wishes. Returning the enclosed proxy will not prevent you from voting in person if you choose to attend the Annual Meeting.
On behalf of the Board of Directors and all of the employees of the Company, we thank you for your continued support.
Sincerely,
| Gregory GarrabrantsPresident and Chief Executive Officer | Axos Financial, Inc.9205 West Russell Road, Suite 400 Las Vegas, Nevada 89148September 25, 2024 |
|---|
Notice of Annual Meeting of Stockholders
To Be Held November 14, 2024
Notice to the Stockholders of Axos Financial, Inc.
| Date and TimeThursday, November 14, 2024 at 2:00 PM, Pacific Time | Location9205 West Russell Road, Suite 400, Las Vegas, NV 89148 | Who Can VoteStockholders as of September 16, 2024 are entitled to vote. |
| Items | Board VoteRecommendation | For FurtherDetails | Internetwww.envisionreports.com/AXTelephonefrom the U.S.A., U.S. territories and Canada toll-free at 800-652-8683MailCompleting, signing, dating and returning the enclosed proxy card in the postage paid envelope provided | |
| 1 | To elect four Class II directors, each to hold office for a three-year term and until a successor is elected and qualified; | “FOR” | Page 5 | |
| 2 | To approve in a non-binding and advisory vote, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement; | “FOR” | Page 27 | |
| 3 | To ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal year 2025; and | “FOR” | Page 63 | |
| To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.We will mail a notice of internet availability of proxy materials – Notice of Annual Meeting of Stockholders – to our stockholders on or about September 25, 2024.By order of the Board of Directors,September 25, 2024Gregory GarrabrantsPresident and Chief Executive Officer | ||||
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERSThe Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and Annual Report will be available free of charge at www.envisionreports.com/AX.
IMPORTANT: Whether or not you plan to attend the annual meeting, please vote as soon as possible online, by phone or by completing, signing and dating the proxy card enclosed with this proxy statement and returning it in the enclosed postage-paid envelope. It is important that your vote be counted. Voting online, by phone or by completing, signing and returning the proxy card will not prevent you from voting in person if you choose to attend the annual meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.