Axil Brands Files 8-K on Director Changes and Compensation

TL;DR

Axil Brands shakes up board and exec team, files 8-K.

AI Summary

Axil Brands, Inc. filed an 8-K on December 18, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This filing indicates significant changes in the company's leadership and governance structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can signal internal shifts that may affect future performance.

Key Players & Entities

• Axil Brands, Inc. (company) — Registrant
• December 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41958 (company_id) — Commission File Number
• 47-4125218 (tax_id) — IRS Employer Identification No.
• 9150 Wilshire Boulevard, Suite 245 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share AXIL The NYSE American LL

Filing Documents

• axil-20241218_8k.htm (8-K) — 39KB
• axil-20241218_8kex10z1.htm (EX-10.1) — 154KB
• image_01.jpg (GRAPHIC) — 7KB
• 0001520138-24-000459.txt ( ) — 448KB
• axil-20241218.xsd (EX-101.SCH) — 3KB
• axil-20241218_def.xml (EX-101.DEF) — 29KB
• axil-20241218_lab.xml (EX-101.LAB) — 33KB
• axil-20241218_pre.xml (EX-101.PRE) — 24KB
• axil-20241218_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the AXIL Brands, Inc. (the "Company") 2024 Annual Meeting of Stockholders held on December 18, 2024 (the "Annual Meeting"), the Company's stockholders approved the AXIL Brands, Inc. Amended and Restated 2022 Equity Incentive Plan (as amended and restated, the "Plan"), which had previously been approved by the Company's Board of Directors, subject to stockholder approval. The Plan increased the number of shares reserved for issuance thereunder by 800,000 shares. A summary of the Plan is included in Proposal 5 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 24, 2024 (the "Proxy Statement"), which summary is incorporated in its entirety herein by reference. The summary of the Plan in the Proxy Statement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on December 18, 2024, at 9:00 am Pacific Time, at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212. At the Annual Meeting: 1. Jeff Toghraie and Jeff Brown were elected to serve as Class III directors for terms that will expire at the 2027 Annual Meeting of Stockholders. 2. The appointment of Salberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2025 was ratified. 3. The compensation of the Company's named executive officers was approved on an advisory, non-binding basis. 4. A "three year" frequency of future advisory votes on the compensation of the Company's named executive officers was approved on an advisory, non-binding basis. 5. The Plan was approved. The voting results for each such matter were as follows: Proposal 1. Election of Class III Directors Nominee For Withheld Broker Non-Votes Jeff Toghraie 4,395,162 12,171 31,815 Jeff Brown 4,395,582 11,751 31,815 Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes 4,427,764 10,346 1,038 — Proposal 3. Advisory, Non-Binding Vote on Executive Compensation For Against Abstain Broker Non-Votes 4,378,727 25,081 3,525 31,815 Proposal 4. Advisory, Non-Binding Vote on the Frequency of Advisory Votes on Executive Compensation One Year Two Years Three Years Abstain Broker Non-Votes 1,641,693 123,874 2,602,489 39,277 31,815 Proposal 5. Approval of the Plan For Against Abstain Broker Non-Votes 4,354,051 27,276 26,006 31,815 In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company's named executive officers, the Board of Directors has determined to hold the advisory vote on the compensation of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* AXIL Brands, Inc. Amended and Restated 2022 Equity Incentive Plan (effective as of December 18, 2024). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). * Management contract or compensatory plan, contract, or arrangement.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AXIL BRANDS, INC. Date: December 18, 2024 By: /s/ Jeff Toghraie Name: Jeff Toghraie Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR