Axil Brands Inc

For the period ended Oct 24, 2024. Filed Oct 24, 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.

Oct 24, 2024 · Filed Oct 24, 2024

AXIL$5.16-0.6%Stored close · as of Nov 6, 2026

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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

Filed by the Registrant ☒
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))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12
AXIL BRANDS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒	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.

9150 Wilshire Boulevard, Suite 245

Beverly Hills, California 90212

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2024

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of AXIL Brands, Inc. (the “Company,” “we,” “us” or “our”) to be held on December 18, 2024 beginning at 9:00 a.m. Pacific Time, at our new headquarters located at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212, for the following purposes:

1.	To elect Jeff Toghraie and Jeff Brown to serve as Class III directors for terms that will expire at the 2027 Annual Meeting of Stockholders;

2.	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;

3.	To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers;

4.	To approve, on an advisory, non-binding basis, the frequency of the stockholder vote to approve the compensation of the Company’s named executive officers;

5.	To approve the Company’s Amended and Restated 2022 Equity Incentive Plan; and

6.	To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof.

Only stockholders of record at the close of business on October 23, 2024 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

**Your vote is very important.**We urge you to vote your proxy promptly by Internet, telephone or mail, as described in the proxy statement accompanying this notice, whether or not you plan to attend the Annual Meeting in person. Submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote in person. Proxies are being solicited on behalf of our Board of Directors. We look forward to your participation in the Annual Meeting. If you plan to attend the Annual Meeting in person, please email Jeff Brown at jbrown@goaxil.com no later than December 16, 2024.

By Order of The Board of Directors,

Jeff Toghraie

Chief Executive Officer and Chairman of the Board of Directors

Beverly Hills, California

October 24, 2024

**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 18, 2024:**The Company’s proxy statement and Annual Report to Stockholders for the year ended May 31, 2024 are available at www.westcoaststocktransfer.com/AXIL

TABLE OF CONTENTS

GENERAL INFORMATION	1
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING	1
PROPOSAL NO. 1 ELECTION OF DIRECTORS	5
Directors and Nominees	5
Recommendation of the Board of Directors	6
THE BOARD, ITS COMMITTEES AND ITS COMPENSATION	7
Director Independence	7
Board Leadership Structure	7
Board’s Role in Risk Oversight	7
Board Committees	8
Board Meetings	10
Annual Meetings of Stockholders	10
Human Capital Management	10
Cybersecurity	11
Code of Business Conduct and Ethics	11
Insider Trading Policy	12
Communication with the Board of Directors	12
Involvement in Certain Legal Proceedings	12
DIRECTOR COMPENSATION	13
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	14
Proposal to Ratify Appointment of Salberg & Company P.A.	14
Audit and Non-Audit Fees	14
Pre-Approval Policy	14
Recommendation of the Board of Directors	14
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	15
EXECUTIVE COMPENSATION	16
Summary Compensation Table	16
Outstanding Equity Awards at Fiscal Year-End	17
Clawback Policy	17
PAY VERSUS PERFORMANCE	18
PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	21
Recommendation of the Board of Directors	21
PROPOSAL NO. 4 ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION	22
Recommendation of the Board of Directors	22
PROPOSAL NO. 5 APPROVAL OF THE AXIL BRANDS, INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN	23
Summary of the Plan	23
Federal Income Tax Consequences	27
Registration with the SEC	28
New Plan Benefits	28
Recommendation of the Board of Directors	28
EQUITY COMPENSATION PLAN INFORMATION	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
Changes in Control	31
DELINQUENT SECTION 16(a) REPORTS	32
AUDIT COMMITTEE REPORT	33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	34
OTHER INFORMATION	35
Stockholder Proposals for the 2025 Annual Meeting	35
Forward-Looking Statements	36
Our Website	36
OTHER MATTERS	37
APPENDIX A	A-1

-i-

9150 Wilshire Boulevard, Suite 245

Beverly Hills, California 90212

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2024

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.