Axil Brands, Inc.
For the period ended Oct 23, 2025. Filed Oct 23, 2025.
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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 23, 2025 · Filed Oct 23, 2025
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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 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. |
AXIL BRANDS, INC.
9150 Wilshire Boulevard, Suite 245
Beverly Hills, California 90212
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 17, 2025
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 17, 2025 beginning at 9:00 a.m. Pacific Time, at our headquarters located at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212, for the following purposes:
| 1. | To elect Peter Dunne and Manu Ohri to serve as Class II directors for terms that will expire at the 2028 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, 2026; and |
| 3. | 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 22, 2025 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 15, 2025.
By Order of The Board of Directors,
Jeff Toghraie
Chief Executive Officer and Chairman of the Board of Directors
Beverly Hills, California
October 23, 2025
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2025:
**The Company’s proxy statement and Annual Report to Stockholders for the year ended May 31, 2025 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 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 18 |
| Clawback Policy | 18 |
| PAY VERSUS PERFORMANCE | 19 |
| EQUITY COMPENSATION PLAN INFORMATION | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 |
| Changes in Control | 24 |
| DELINQUENT SECTION 16(a) REPORTS | 25 |
| AUDIT COMMITTEE REPORT | 26 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 27 |
| OTHER INFORMATION | 28 |
| Stockholder Proposals for the 2026 Annual Meeting | 28 |
| Forward-Looking Statements | 28 |
| Our Website | 29 |
| OTHER MATTERS | 30 |
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AXIL BRANDS, INC.
9150 Wilshire Boulevard, Suite 245
Beverly Hills, California 90212
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 17, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.