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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
June 5, 2024
Date of Report (date of earliest event reported)
XPEL, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Nevada | 001-38858 | 20-1117381 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| 711 Broadway St., Suite 320 | 78215 |
| San Antonio | Texas | | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (210) 678-3700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | XPEL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 5, 2024, XPEL, Inc. (the “Company”) convened its 2024 annual meeting of stockholders (the “Annual Meeting”). The results of the matters voted on at the Annual Meeting, based on the presence, in person or by proxy, of holders of record of 27,833,226 of the 27,633,935 shares of the Company’s common stock entitled to vote as of April 4, 2023, the record date, were as follows:
1. To elect as directors to the Company’s Board of Directors the five nominees named below for a term of one year:
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| For | Withhold | Broker Non-Vote |
| Ryan L. Pape | 17,090,087 | 817,529 | 4,925,610 |
| Stacy L. Bogart | 16,010,464 | 1,897,152 | 4,925,610 |
| Richard K. Crumly | 14,267,595 | 3,640,021 | 4,925,610 |
| Michael A. Klonne | 15,752,446 | 2,155,170 | 4,925,610 |
| John F. North | 17,836,652 | 70,964 | 4,925,610 |
2. To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024:
| | | | | | | | |
| For | Against | Abstain |
| 22,769,640 | 54,431 | 9,155 |
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 17,438,321 | 430,369 | 38,926 | 4,925,610 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| EXHIBIT NO. | | IDENTIFICATION OF EXHIBIT |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
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| XPEL, Inc. |
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| Dated: June 5, 2024 | By: /s/ Babatunde Awodiran |
| Babatunde Awodiran |
| Senior Vice President, General Counsel & Secretary |