XPEL Inc
For the period ended Jun 4, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
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
Contents
Cover page
Show cover page
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)
Payment of Filing Fee (Check the appropriate box):
| No fee required. | |
|---|---|
| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| 1. | Title of each class of securities to which transaction applies: |
| 2. | Aggregate number of securities to which transaction applies: |
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: |
| 4. | Proposed maximum aggregate value of transaction: |
| 5. | Total fee paid: |
| Fee paid previously with preliminary materials. | |
| 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. | |
| 1. | Amount Previously Paid: |
| 2. | Form, Schedule or Registration Statement No.: |
| 3. | Filing Party: |
| 4. | Date Filed: |
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 STATEMENT | 1 |
|---|---|
| Record Date; Shares Entitled To Vote; Quorum | 1 |
| Votes Required | 1 |
| Voting of Proxies | 2 |
| Revocability of Proxies | 3 |
| Participating in the Virtual Annual Meeting | 3 |
| Deadline for Voting by Proxy | 4 |
| Solicitation of Proxies | 4 |
| Householding | 4 |
| PROPOSAL ONE ELECTION OF DIRECTORS | 5 |
| Board of Directors and Executive Officers | 5 |
| Corporate Governance | 7 |
| Board Oversight of Risk Management | 9 |
| Compensation Committee Interlocks and Insider Participation | 9 |
| Code of Ethics | 9 |
| Stockholder Communications with the Board | 10 |
| Nominations | 10 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 11 |
| Delinquent Section 16(a) Reports | 12 |
| Insider Trading and Hedging Policy | 12 |
| EXECUTIVE COMPENSATION | 13 |
| Compensation Discussion and Analysis | 13 |
| COMPENSATION COMMITTEE REPORT | 20 |
| COMPENSATION OF NAMED EXECUTIVE OFFICERS OF THE COMPANY | 20 |
| Summary Compensation Table | 20 |
| Grants of Plan-Based Awards | 21 |
| Outstanding Equity Awards At Fiscal Year End | 22 |
| Option Exercises And Stock Vested | 23 |
| Pension Benefits | 23 |
| Non-Qualified Deferred Compensation | 23 |
| Potential Payments Upon Termination or Change in Control | 23 |
| CEO Pay Ratio | 25 |
| Compensation of Directors | 25 |
| Director Stock Ownership Guidelines | 26 |
| PAY VERSUS PERFORMANCE | 27 |
| Relationship Between Financial Measures and Compensation Actually Paid | 29 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 30 |
| Review, Approval, or Ratification of Transactions with Related Persons | 30 |
| Transactions with Related Persons in 2024 | 31 |
| PROPOSAL TWO RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| AUDIT COMMITTEE REPORT | 32 |
| FEES PAID TO AUDITORS | 32 |
i
| POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PERFORMED BY INDEPENDENT REGISTERED ACCOUNTING FIRM | 33 |
|---|---|
| PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 33 |
| PROPOSAL FOUR APPROVAL OF THE XPEL, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN | 33 |
| STOCKHOLDER PROPOSALS FOR 2026 XPEL ANNUAL MEETING | 35 |
| OTHER MATTERS | 37 |
| APPENDIX A XPEL, INC. 2025 EMPLOYEE STOCK PURCHASE PLAN | A-1 |
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.