FOXXW Sets Dec 22 Annual Meeting: Director Election, Auditor Ratification on Agenda

TL;DR

**FOXXW's upcoming annual meeting is a standard governance check, but keep an eye on the charter amendment for any red flags; otherwise, it's business as usual.**

AI Summary

Foxx Development Holdings Inc. (FOXXW) is holding its 2025 Annual Meeting of Stockholders on December 22, 2025, both in-person in Irvine, CA, and virtually. Stockholders will vote on four key proposals: electing five directors, ratifying CBIZ CPAs P.C. as the independent auditor for fiscal year 2026, approving an amendment to the Company's Amended and Restated Certificate of Incorporation, and transacting any other business. The Board of Directors unanimously recommends voting 'FOR' all proposals. As of the November 28, 2025 record date, there were 6,876,513 shares of Common Stock outstanding, owned by 13 stockholders of record. Notably, Ms. Yiqing Miao is stepping down as a director, with Michelle Jie Shen nominated as her successor. Joy Yi Hua, Chairwoman and CFO, and Greg Foley, CEO, signed the proxy statement dated December 1, 2025.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Foxx Development Holdings Inc., directly impacting investor confidence and strategic direction. The election of five directors, including new nominee Michelle Jie Shen replacing Yiqing Miao, signals potential shifts in board oversight and expertise. Ratifying CBIZ CPAs P.C. ensures continued financial transparency, while the proposed charter amendment could alter shareholder rights or corporate structure. For investors, these votes are crucial for shaping the company's future leadership and operational integrity, especially in a competitive market where strong governance is paramount for attracting and retaining capital.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters such as director elections and auditor ratification, which are standard for public companies. The proposed amendment to the Company's Amended and Restated Certificate of Incorporation is mentioned, but without specific details, it's difficult to assess its risk; however, the Board unanimously recommends approval, suggesting it's not expected to be contentious or detrimental.

Analyst Insight

Investors should review the full details of the proposed amendment to the Company's Amended and Restated Certificate of Incorporation once available to understand its implications. Otherwise, vote 'FOR' the director nominees and auditor ratification as recommended by the Board, ensuring continued stable governance and financial oversight.

Financial Highlights

debt To Equity

X.X

revenue

$X

operating Margin

X%

total Assets

$X

total Debt

$X

net Income

$X

eps

$X

gross Margin

X%

cash Position

$X

revenue Growth

+X%

Key Numbers

• 2025-12-22 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 8:00 a.m. — Annual Meeting Time (Pacific Time for the Annual Meeting)
• 15375 Barranca Parkway C106, Irvine, CA 92618 — Annual Meeting Location (Physical location of the Annual Meeting)
• 5 — Number of Directors (Number of directors to be elected at the Annual Meeting)
• 2025-11-28 — Record Date (Date for determining stockholders entitled to vote)
• 6,876,513 — Shares Outstanding (Total shares of Common Stock outstanding as of the Record Date)
• 13 — Stockholders of Record (Number of stockholders of record as of the Record Date)
• 2026 — Fiscal Year (Fiscal year for which CBIZ CPAs P.C. is proposed as auditor)
• 201-962-5550 — Company Phone Number (Contact number for Foxx Development Holdings Inc.)
• 50 — Age of Joy Yi Hua (Age of Director Nominee, Chairwoman and CFO)

Key Players & Entities

• Foxx Development Holdings Inc. (company) — Registrant and issuer of FOXXW shares
• Joy Yi Hua (person) — Chairwoman and Chief Financial Officer, Director Nominee
• Greg Foley (person) — Chief Executive Officer
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm nominee for 2026 fiscal year
• Michelle Jie Shen (person) — New Director Nominee
• Yiqing Miao (person) — Outgoing Director
• Haitao Cui (person) — Director Nominee and Executive Vice President
• Edmund R. Miller (person) — Director Nominee
• John Chiang (person) — Director Nominee
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Foxx Development Holdings Inc. operates within the broader development and holding company sector. This sector is often characterized by its reliance on strategic acquisitions, asset management, and capital allocation to drive growth. Industry trends can include shifts in real estate markets, regulatory changes affecting development projects, and the overall economic climate influencing investment and financing opportunities.

Regulatory Implications

As a publicly traded company, Foxx Development Holdings Inc. is subject to SEC regulations and reporting requirements, including the timely filing of proxy statements like this DEF 14A. The proposed amendment to the Certificate of Incorporation could have implications for corporate governance and shareholder rights, requiring careful review for compliance with Delaware corporate law.

What Investors Should Do

1. Vote on Director Elections
2. Ratify Independent Auditor
3. Approve Charter Amendment
4. Review Proxy Materials
5. Submit Proxy or Attend Meeting

Key Dates

• 2025-12-22: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, auditor ratification, and charter amendment. The meeting will be held in-person and virtually.
• 2025-11-28: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. 6,876,513 shares were outstanding and owned by 13 stockholders of record.
• 2026-06-30: Fiscal Year End — The fiscal year for which CBIZ CPAs P.C. is proposed as the independent auditor.
• 2025-12-01: Proxy Statement Date — Indicates the date the proxy materials were issued, providing information for the upcoming annual meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Foxx Development Holdings Inc.'s 2025 Annual Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (November 28, 2025, is the record date for Foxx Development Holdings Inc.'s 2025 Annual Meeting.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote shares at a meeting. (Stockholders are urged to vote by proxy if they cannot attend the Annual Meeting.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A majority of outstanding shares of Common Stock must be present (in person or by proxy) for a quorum at the Annual Meeting.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' for a beneficial owner does not vote those shares on a particular proposal because the owner has not provided voting instructions. (Broker non-votes are counted for quorum but do not affect the outcome of votes on proposals.)

Plurality Vote

A voting system where the candidate or candidates with the most votes are elected, even if they do not receive a majority of the votes cast. (Directors will be elected by a plurality of votes cast at the Annual Meeting.)

Cumulative Voting

A method of voting for directors that allows shareholders to cast all their votes for one candidate or distribute them among several candidates. (Stockholders of Foxx Development Holdings Inc. may cumulate their votes for director elections.)

Amended and Restated Certificate of Incorporation

A company's foundational legal document that has been modified and re-issued, outlining its basic structure and powers. (Stockholders will vote on an amendment to this document for Foxx Development Holdings Inc.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's proxy statement. However, it references the Annual Report on Form 10-K for the year ended June 30, 2025, suggesting that a comparison of financial metrics would be found within that report. Key information such as the number of directors to be elected (five) and the proposed independent auditor (CBIZ CPAs P.C. for FY2026) are specific to this meeting's agenda.

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock") as of th
• $14.5 billion — at manages the University of Virginia's $14.5 billion endowment, from 2004 to 2008. Ms. Hua r
• $110 million — er of Interprise Technology Partners, a $110 million tec

Filing Documents

• ea0266361-04.htm (DEF 14A) — 669KB
• tfoxx_logo.jpg (GRAPHIC) — 37KB
• ticon_001.jpg (GRAPHIC) — 10KB
• ticon_002.jpg (GRAPHIC) — 6KB
• ticon_003.jpg (GRAPHIC) — 8KB
• ticon_004.jpg (GRAPHIC) — 15KB
• ticon_0041.jpg (GRAPHIC) — 15KB
• ticon_005.jpg (GRAPHIC) — 12KB
• ticon_0051.jpg (GRAPHIC) — 11KB
• ticon_006.jpg (GRAPHIC) — 6KB
• ticon_0061.jpg (GRAPHIC) — 7KB
• ticon_007.jpg (GRAPHIC) — 6KB
• ticon_0071.jpg (GRAPHIC) — 6KB
• tproxy_001.jpg (GRAPHIC) — 1021KB
• tproxy_002.jpg (GRAPHIC) — 810KB
• tsign_gregfoley.jpg (GRAPHIC) — 27KB
• tsign_joyyihua.jpg (GRAPHIC) — 16KB
• 0001213900-25-116456.txt ( ) — 5488KB
• foxx-20251201.xsd (EX-101.SCH) — 10KB
• foxx-20251201_def.xml (EX-101.DEF) — 2KB
• foxx-20251201_lab.xml (EX-101.LAB) — 33KB
• ea0266361-04_htm.xml (XML) — 4KB

From the Filing

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 FOXX DEVELOPMENT HOLDINGS, 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 the appropriate box): 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 . FOXX DEVELOPMENT HOLDINGS, INC. 15375 Barranca Parkway C106, Irvine, CA 92618 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of Foxx Development Holdings, Inc.: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Foxx Development Holdings, Inc., a Delaware corporation (the "Company"), which will be held on December 22, 2025, starting at 8:00 a.m., Pacific Time, at the offices of the Company at 15375 Barranca Parkway C106, Irvine, CA 92618 and virtually via the Internet, for which you must register in advance at https://forms.cloud.microsoft/r/mwd9tmKBbL . YOUR VOTE IS IMPORTANT Whether or not you attend the meeting, we urge you to vote promptly by: The Annual Meeting will be held for the following purposes: visiting www.proxyvote.com (1) To elect five directors to serve until the Annual Meeting of Stockholders of the Company to be held in 2026 and until their successors are elected and qualified; mailing your signed proxy card or voting instruction form (2) To approve and ratify the appointment of CBIZ CPAs P.C. to serve as the independent registered public accounting firm for the Company for the 2026 fiscal year; and calling 1 -800-690-6903 (3) To approve an amendment to the Company's Amended and Restated Certificate of Incorporation; and (4) To transact any other business which may properly come before the meeting. Only stockholders of record of outstanding shares of common stock of the Company at the close of business on November 28, 2025 are entitled to notice of, and to vote, at the Annual Meeting or any adjournment or postponement thereof. Whether or not you plan to attend the Annual Meeting, please take advantage of the ability to vote by proxy, as instructed on the proxy card or voting instructions that have been provided to you, so that your shares will be represented. The prompt return of proxies will save us the expense of further requests for proxies to ensure a quorum at the Annual Meeting. Voting by proxy will not limit your right to attend the Annual Meeting and vote your shares in person. This Notice of 2025 Annual Meeting of Stockholders and the attached proxy statement dated December 1, 2025 should be read in conjunction with the Company's Annual Report on Form 10 -K for the year ended June 30, 2025. Collectively, these documents contain all of the information and disclosures required in connection with the 2025 Annual Meeting of Stockholders. Copies of all these materials can be found on the Company's website at https://ir.foxxusa.com/ . By Order of the Board of Directors, Joy Yi Hua Greg Foley Chairwoman and Chief Financial Officer Chief Executive Officer December 1, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON MONDAY, DECEMBER 22, 2025 The Notice of the 2025 Annual Meeting of Stockholders, the Proxy Statement, and the Annual Report for Fiscal Year ended June 30, 2025 are available on the Internet at www.proxyvote.com . Please have your 16 -digit control number in hand when accessing this website. PROXY STATEMENT For the Annual Meeting of Stockholders to be held on December 22, 2025 at 8:00 a.m. Pacific Time at the offices of the Company at 15375 Barranca Parkway C106, Irvine, CA 92618 and virtually QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Why did I receive this proxy? The board of directors (the "Board of Directors") of Foxx Development Holdings, Inc., a Delaware corporation ("we," "us," "our," the "Company" or "Foxx") is furnishing this Proxy Statement to solicit proxies on its behalf to be voted at the 2025 Annual Meeting of Stockholders of the Company (the "Annual Meeting") or at any adjournment or postponement thereof. This Proxy Statement summarizes the information you need to know to vote by proxy or in person at the Annual Meeting. You do not need to attend the Annual Meeting in perso

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