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XPEL Inc

For the period ended Jun 4, 2025. Filed Apr 25, 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.

Jun 4, 2025 · Filed Apr 25, 2025

XPEL$38.39-4.2%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 Pursuant to § 240.14a-12

(Name of Registrant as Specified in its Charter)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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711 Broadway St.

Suite 320

San Antonio, TX 78215

(210) 678-3700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 4, 2025

To the Stockholders of XPEL, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of XPEL, Inc. (“XPEL” or the “Company”) will be held via live webcast atwww.cstproxy.com/XPEL/2025 on June 4, 2025 at 10:00 a.m. Central Time:

(1) To elect as directors to the XPEL Board of Directors the five nominees named below:

Ryan L. Pape

Stacy L. Bogart

Richard K. Crumly

Michael A. Klonne

John F. North

(2) To ratify the appointment of Deloitte & Touche LLP as XPEL’s independent registered public accounting firm for the year ended December 31, 2025;

(3) To approve, on an advisory basis, the compensation of the Company’s named executive officers;

(4) To approve and adopt the XPEL Inc.2025 Employee Stock Purchase Plan; and

(5) To consider such other business as may properly come before the Annual Meeting and any adjournment(s) thereof.

Your Board recommends that you vote FOR the nominees named in Proposal 1 and FOR Proposals 2, 3, and 4.

The Board of Directors has fixed the close of business on April 15, 2025 as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Only stockholders of record at the close of business on April 15, 2025 will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our offices, 711 Broadway, Suite 320, San Antonio, TX 78215 for ten days prior to the Annual Meeting. If you would like to review the stockholder list, please call our Investor Relations department at (210) 678-3700 to schedule an appointment.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote your shares promptly by using the Internet or your Tablet or Smart Phone, following the instructions provided in the Notice of Internet Availability of Proxy Materials, or by signing and returning the proxy card mailed to those who receive paper copies of the accompanying proxy statement.

By Order of the Board of Directors,

Barry Wood

SECRETARY

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held June 4, 2025:

This proxy statement, the form of proxy card and our 2024 Annual Report on Form 10-K are

available athttps://www.cstproxy.com/xpel/2025, which does not have “cookies” that identify visitors to the site.

TABLE OF CONTENTS

PROXY STATEMENT1
Record Date; Shares Entitled To Vote; Quorum1
Votes Required1
Voting of Proxies2
Revocability of Proxies3
Participating in the Virtual Annual Meeting3
Deadline for Voting by Proxy4
Solicitation of Proxies4
Householding4
PROPOSAL ONE ELECTION OF DIRECTORS5
Board of Directors and Executive Officers5
Corporate Governance7
Board Oversight of Risk Management9
Compensation Committee Interlocks and Insider Participation9
Code of Ethics9
Stockholder Communications with the Board10
Nominations10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT11
Delinquent Section 16(a) Reports12
Insider Trading and Hedging Policy12
EXECUTIVE COMPENSATION13
Compensation Discussion and Analysis13
COMPENSATION COMMITTEE REPORT20
COMPENSATION OF NAMED EXECUTIVE OFFICERS OF THE COMPANY20
Summary Compensation Table20
Grants of Plan-Based Awards21
Outstanding Equity Awards At Fiscal Year End22
Option Exercises And Stock Vested23
Pension Benefits23
Non-Qualified Deferred Compensation23
Potential Payments Upon Termination or Change in Control23
CEO Pay Ratio25
Compensation of Directors25
Director Stock Ownership Guidelines26
PAY VERSUS PERFORMANCE27
Relationship Between Financial Measures and Compensation Actually Paid29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS30
Review, Approval, or Ratification of Transactions with Related Persons30
Transactions with Related Persons in 202431
PROPOSAL TWO RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM31
AUDIT COMMITTEE REPORT32
FEES PAID TO AUDITORS32

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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PERFORMED BY INDEPENDENT REGISTERED ACCOUNTING FIRM33
PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION33
PROPOSAL FOUR APPROVAL OF THE XPEL, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN33
STOCKHOLDER PROPOSALS FOR 2026 XPEL ANNUAL MEETING35
OTHER MATTERS37
APPENDIX A XPEL, INC. 2025 EMPLOYEE STOCK PURCHASE PLANA-1

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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.