[8-K] Axos Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

Axos Financial, Inc. (AX) reported the results of its annual meeting of stockholders held on November 13, 2025. A quorum was present with 49,480,296 shares represented, or 87.42% of the 56,595,223 shares eligible to vote as of September 16, 2025.

Stockholders voted on four proposals. For the Class III director elections, votes cast were: James S. Argalas (For 42,034,547; Withheld 1,900,294), James J. Court (For 27,435,298; Withheld 16,499,543), Stefani D. Carter (For 27,584,082; Withheld 16,350,759), and Roque A. Santi (For 42,645,512; Withheld 1,289,329), with 5,545,455 broker non-votes for each.

On the advisory vote on executive compensation, votes were For 25,671,253, Against 18,081,439, Abstain 182,149, plus 5,545,455 broker non-votes. For the amendment to the Amended and Restated 2014 Stock Incentive Plan, votes were For 27,625,699, Against 16,153,783, Abstain 155,359, with 5,545,455 broker non-votes. Auditor ratification (BDO USA, P.C.) received For 49,168,916, Against 252,989, Abstain 58,391.

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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

Date of Report (Date of earliest event reported): November 13, 2025

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-37709			33-0867444
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

9205 West Russell Road, Ste 400

Las Vegas, NV 89148

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 649-2218          

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value			AX			New York Stock Exchange

Not Applicable

(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:

☐                                    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))

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.

Axos Financial, Inc. (the “Company”) held its annual meeting of stockholders on November 13, 2025 (the “Annual Meeting”). As of September 16, 2025, the record date for the Annual Meeting, 56,595,223 shares of the Company’s common stock were eligible to vote. There were a total of 49,480,296 shares present at the Annual Meeting (87.42% of the eligible shares to vote), constituting a quorum.

Set forth below are the final vote tabulations for each of the matters submitted to a vote of the stockholders, including the votes for and against, and any abstentions or broker non-votes.

The first proposal was the election of the following Class III directors with terms expiring in 2028: James S. Argalas, James J. Court, Stefani D. Carter and Roque A. Santi.

			For			Withheld			Broker Non-Votes
James S. Argalas			42,034,547			1,900,294			5,545,455
James J. Court			27,435,298			16,499,543			5,545,455
Stefani D. Carter			27,584,082			16,350,759			5,545,455
Roque A. Santi			42,645,512			1,289,329			5,545,455

The second proposal was to approve in a non-binding and advisory vote, the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy statement.

For			Against			Abstain			Broker Non-Votes
25,671,253			18,081,439			182,149			5,545,455

The third proposal was to approve an amendment to the Amended and Restated 2014 Stock Incentive Plan.

For			Against			Abstain			Broker Non-Votes
27,625,699			16,153,783			155,359			5,545,455

The fourth proposal was the ratification of the appointment of BDO USA, P.C. as the Company’s independent public accounting firm for fiscal year 2026.

For			Against			Abstain
49,168,916			252,989			58,391

SIGNATURE

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.

Axos Financial, Inc.

Date:

November 14, 2025

By:

/s/ Derrick K. Walsh

Derrick K. Walsh

EVP and Chief Financial Officer

FAQ

What was Axos Financial (AX) shareholder meeting turnout?

49,480,296 shares were present, representing 87.42% of the 56,595,223 eligible shares as of September 16, 2025.

Which directors were up for election at Axos Financial’s 2025 meeting?

Class III nominees: James S. Argalas, James J. Court, Stefani D. Carter, and Roque A. Santi.

How did Axos Financial stockholders vote on executive compensation (say-on-pay)?

Votes: For 25,671,253; Against 18,081,439; Abstain 182,149; plus 5,545,455 broker non-votes.

What were the vote totals on the 2014 Stock Incentive Plan amendment for AX?

Votes: For 27,625,699; Against 16,153,783; Abstain 155,359; with 5,545,455 broker non-votes.

Who is Axos Financial’s auditor and how did ratification fare?

Auditor: BDO USA, P.C. Ratification votes: For 49,168,916; Against 252,989; Abstain 58,391.

What were the director vote counts for AX’s 2025 meeting?

Argalas: For 42,034,547, Withheld 1,900,294. Court: For 27,435,298, Withheld 16,499,543. Carter: For 27,584,082, Withheld 16,350,759. Santi: For 42,645,512, Withheld 1,289,329.