XPEL (XPEL) investors back directors, auditor and executive pay at 2026 meeting

Rhea-AI Filing Summary

XPEL, Inc. held its 2026 annual meeting of stockholders on June 10, 2026, with holders of 85% of the 27,682,807 common shares entitled to vote present in person or by proxy. Six directors were elected to one-year terms, with support levels ranging from about 65% to nearly unanimous among votes cast. Mark A. Thornton received 18,238,019 votes for and 18,278 withheld, while Ryan L. Pape received 17,612,880 votes for and 643,417 withheld, each with 5,327,241 broker non-votes. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 23,569,638 votes for, 10,455 against, and 3,445 abstentions. In addition, stockholders approved, on an advisory basis, the compensation of the named executive officers, with 18,014,540 votes for, 234,918 against, 6,839 abstentions, and 5,327,241 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 27,682,807 shares Meeting participation: 85% of entitled shares Auditor ratification votes for: 23,569,638 votes +3 more

6 metrics

Shares entitled to vote 27,682,807 shares Common stock entitled to vote as of April 15, 2026

Meeting participation 85% of entitled shares Shares present in person or by proxy at annual meeting

Auditor ratification votes for 23,569,638 votes Support for Deloitte & Touche LLP for year ended December 31, 2026

Say-on-pay votes for 18,014,540 votes Advisory approval of named executive officer compensation

Thornton director votes for 18,238,019 votes Votes for director nominee Mark A. Thornton

Pape director votes for 17,612,880 votes Votes for director nominee Ryan L. Pape

Key Terms

broker non-vote, independent registered public accounting firm, advisory basis, named executive officers

4 terms

broker non-vote financial

"For | Withhold | Broker Non-Vote Ryan L. Pape | 17,612,880 | 643,417 | 5,327,241"

independent registered public accounting firm financial

"To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

named executive officers financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

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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): June 10, 2026

XPEL, INC.

(Exact name of registrant as specified in its charter)

Nevada			001-36456						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:

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 10, 2026, XPEL, Inc. (the “Company”) convened its 2026 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 85% of the 27,682,807 shares of the Company’s common stock entitled to vote as of April 15, 2026, the record date, were as follows:

1. To elect as directors to the Company’s Board of Directors the six nominees named below for a term of one year:

			For			Withhold			Broker Non-Vote
Ryan L. Pape			17,612,880			643,417			5,327,241
Stacy L. Bogart			11,789,614			6,466,683			5,327,241
Richard K. Crumly			12,863,402			5,392,895			5,327,241
Michael A. Klonne			15,164,772			3,091,525			5,327,241
John F. North			16,930,882			1,325,415			5,327,241
Mark A. Thornton			18,238,019			18,278			5,327,241

2. To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2026:

For			Against			Abstain
23,569,638			10,455			3,445

3. To approve, on an advisory basis, the compensation of the Company’s named executive officers:

For			Against			Abstain			Broker Non-Vote
18,014,540			234,918			6,839			5,327,241

  Item 9.01. Financial Statements and Exhibits

    (d) Exhibits

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.

			XPEL, Inc.
Dated: June 15, 2026			By: /s/ Barry R. Wood
			Name: Barry R. Wood
			Title: Senior Vice President, Chief Financial Officer

FAQ

What did XPEL (XPEL) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing six directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving on an advisory basis the compensation of named executive officers. All three proposals received sufficient votes for approval.

How many XPEL (XPEL) shares were entitled to vote at the 2026 meeting?

A total of 27,682,807 shares of XPEL common stock were entitled to vote as of April 15, 2026, the record date. Holders of 85% of these shares were present in person or by proxy at the annual meeting.

Were all XPEL (XPEL) director nominees elected at the 2026 annual meeting?

Yes, all six director nominees were elected to one-year terms. Votes for individual nominees ranged from 11,789,614 to 18,238,019, with broker non-votes of 5,327,241 reported for each director election item.

Did XPEL (XPEL) stockholders ratify Deloitte & Touche LLP as auditor?

Yes. Stockholders ratified Deloitte & Touche LLP as XPEL’s independent registered public accounting firm for the year ending December 31, 2026, with 23,569,638 votes for, 10,455 against, and 3,445 abstentions recorded.

How did XPEL (XPEL) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of XPEL’s named executive officers. The vote totals were 18,014,540 for, 234,918 against, 6,839 abstentions, and 5,327,241 broker non-votes on this say-on-pay proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB