DEFA14A 1 axon-defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
_________________________________________________________
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:

o | Preliminary Proxy Statement
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o | Definitive Proxy Statement
x | Definitive Additional Materials
o | Soliciting Material Pursuant to §240.14a-12

Axon Enterprise, 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 all boxes that apply):

x | No fee required.
o | Fee paid previously with preliminary materials.
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Dear Shareholders,
You recently received our Notice of Internet Availability of Proxy Materials (other than those who previously
requested electronic or paper delivery) containing instructions on how to access our proxy materials for the 2025 annual
meeting of stockholders of Axon Enterprise, Inc. (the “Company”) and vote your shares.
On May 7, 2025, we filed an amendment to our Annual Report on Form 10-K for the fiscal year ended December
31, 2024 (the “Form 10-K/A”) to include restated financial information for the fiscal year ended December 31, 2024 and
the first and third quarters of 2024 (collectively with the year ended December 31, 2024 referred to as the “Affected
Periods”) as well as related amended disclosure. Correspondingly, on May 12, 2025, we furnished an amendment to our
Annual Report to Shareholders for the year ended December 31, 2024 on Form ARS (the “Annual Report”) to the
Securities and Exchange Commission.
The Form 10-K/A, the Annual Report and the Company’s other proxy materials are also available for viewing on
the investor relations page of the Company’s website at http://investor.axon.com. If you have previously requested
electronic or paper delivery of our proxy materials, a copy of the Annual Report is included with this letter or will be
provided electronically.
Background on the Restatement
As previously announced in the Current Report on Form 8-K filed with the SEC on May 7, 2025, on May 1, 2025,
the Audit Committee of the Board of Directors, in consultation with management, concluded that the following previously
issued consolidated financial statements of the Company (and related earnings releases, press releases, shareholder
communications, investor presentations or other materials describing relevant portions of such financial statements) should
no longer be relied upon and need to be restated because of an error in the balance sheet presentation of the Company’s
$690.0 million aggregate principal amount of 0.50% convertible senior notes due 2027 (the “2027 Notes”) issued pursuant
to an indenture, dated December 9, 2022, between current liabilities and long-term liabilities:
•the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024,
contained within the original 2024 Annual Report on Form 10-K for such year (and the associated audit report
of the Company’s independent registered public accounting firm); and
•the unaudited condensed consolidated financial statements contained within the Quarterly Reports on Form
10-Q for the quarterly periods ended March 31, 2024 and September 30, 2024.
The effect of this error did not impact Total Assets, Total Liabilities, or Stockholders’ Equity (each as defined in
the Form 10-K/A) in the consolidated balance sheets nor did it affect the statements of operations and comprehensive
income, statements of cash flows, or statements of stockholders’ equity for the Affected Periods. Rather, the effect of the
error impacts the presentation of the 2027 Notes from long-term liabilities to current liabilities in the consolidated balance
sheets for the Affected Periods. Please see the “Explanatory Note” in the Form 10-K/A for additional information.
Clawback
Pursuant to our Incentive Compensation Recovery Policy (the “Clawback Policy”), the Company determined that
the only amounts potentially subject to recovery under the Clawback Policy are the annual cash incentives in respect of
fiscal year 2023 and fiscal year 2024 and the first two tranches of the 2024 Employee XSP and the 2024 CEO Performance
Award (together, the “XSP Awards”), all of which were subject to financial reporting measure-based vesting conditions
(including, in the case of the XSP Awards, the Company’s stock price) that were achieved during fiscal year 2023 or fiscal
year 2024. The Company has determined that the performance-based vesting conditions applicable to the annual cash
incentives in respect of fiscal year 2023 and fiscal year 2024, and the operational performance metrics applicable to the
XSP Awards, were not affected by the restatement. The Company further considered the potential impact of the
restatement on the Company stock price vesting condition of the XSP Awards, including that pursuant to the applicable
plan terms such vesting condition is deemed satisfied upon the Company’s stock price attaining $247.40 and $309.25 (in
each case, for a 90-day period), respectively. Although the first two Company stock price goals under the XSP Awards
were achieved during fiscal year 2024, the first stock price goal of $247.40 with respect to the first tranche was achieved
prior to issuance of financial statements containing the error discussed above under the heading “Background on the
Restatement”, and the Company therefore determined that the attainment of the first stock price goal was not affected by
the restatement.
The Company further considered the potential impact of the restatement on the Company stock price vesting
condition of the second tranche of the XSP Awards, including that pursuant to the applicable plan terms such vesting
condition is deemed satisfied upon the Company’s stock price attaining $309.25 for a 90-day period, and also noted the
Company’s closing stock price of $601.82 on May 7, 2025 prior to the restatement announcement and $686.83 and $684.59
on the two days following the announcement of the restatement. As such, it was determined that the Company’s stock price
was not affected by the restatement sufficiently to have caused the second tranche of the XSP Awards to fail the applicable
Company stock price vesting condition, and therefore that the second tranche of the XSP Awards was not erroneously
received. Additionally, the Company considered that under the terms of the XSP Awards, the applicable Company stock
price vesting conditions can be met at any time through 2029, subject to other terms and conditions.
As a result of the analysis described above, the Company determined that no recovery of incentive compensation
was required in connection with the restatement pursuant to the terms of the Clawback Policy.
The information provided above should be read in conjunction with the clawback disclosure provided in our Form
10-K/A, the Annual Report and the Company’s other proxy materials.
Voting
As a reminder, if you are a stockholder of record, details regarding how you can vote (or change your vote) are
contained in the proxy statement and have not changed. If you were a stockholder of record at the close of business on
March 31, 2025 (the “Record Date”), you may vote your shares over the internet, by telephone or by mail, or you may vote
via the internet at the annual meeting.
If I am a shareholder of record of the Company’s shares, how do I vote?
There are multiple ways to vote:
•Via the Internet. If you received a Notice, you may vote via the Internet:
Before the Meeting: until 11:59 p.m. Eastern time on May 28, 2025, visit www.proxyvote.com and enter the
control number found in the Notice.
During the Meeting: visit www.virtualshareholdermeeting.com/AXON2025 and enter the control number
found in the Notice.
•By telephone. If you received or requested printed copies of the proxy materials by mail, until 11:59 p.m.
Eastern time on May 28, 2025, you may vote by calling the toll-free number found on the proxy card.
•By mail. If you received or requested printed copies of the proxy materials by mail, you may vote by filling out
the proxy card and returning it in the envelope provided.
If I am a beneficial owner of shares held in street name, how do I vote?
Your broker or bank will send you instructions on how to vote. There are multiple ways to vote:
•Via the Internet. If you received a Notice, you may vote via the Internet:
Before the Meeting: until 11:59 p.m. Eastern time on May 28, 2025, visit www.proxyvote.com and enter the
control number found in the Notice.
During the Meeting: visit www.virtualshareholdermeeting.com/AXON2025 and enter the control number
found in the Notice.
•By telephone. If you received or requested printed copies of the proxy materials by mail, until 11:59 p.m.
Eastern time on May 28, 2025, you may vote by calling the toll-free number found on the Voting Instruction
Card.
•By mail. If you received or requested printed copies of the proxy materials by mail, you may vote by filling out
the Voting Instruction Card and returning it in the envelope provided.
To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on
your proxy card or on your Voting Instruction Card. If your shares are held in street name, you should contact your broker
or bank to obtain your 16-digit control number or otherwise vote through your broker or bank. Only shareholders with a
valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions and access the list of
shareholders as of the close of business on the Record Date for the Annual Meeting.
Thank you for your continued support of Axon Enterprise, Inc.
Sincerely,
/s/ ISAIAH FIELDS
Isaiah Fields
Corporate Secretary

2024–2025

The big picture Axon is a mission-driven company whose overarching goal is to protect life. Our vision is a world where bullets are obsolete, where social conflict is dramatically reduced, and where everyone has access to a fair and effective justice system. , AXON and Axon are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2025 Axon Enterprise, Inc.

EXPLANATORY NOTE On May 7, 2025, Axon Enterprise, Inc. (the “Company”) filed an amendment (the “Form 10-K/A”) to our original Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”) to include restated financial information for the fiscal year ended December 31, 2024 and the first and third quarters of 2024 (collectively with the year ended December 31, 2024 referred to as the “Affected Periods”) as well as related amended disclosure. Correspondingly, we have amended our Annual Report to Shareholders for the year ended December 31, 2024 on Form ARS (the “Annual Report”). This Annual Report includes disclosure from our Form 10-K/A in place of the Original Form 10-K. It also includes disclosure from our previously filed definitive proxy statement for the 2025 Annual Meeting of Shareholders (the “Proxy Statement”), which was filed with the SEC on April 16, 2025 and which we further supplemented with a proxy supplement filed with the SEC on May 12, 2025 (the “Proxy Supplement”). The Form 10-K/A, the Proxy Statement, the Proxy Supplement, the Company’s other proxy materials and this Annual Report are also available for viewing on the investor relations page of the Company’s website at http://investor.axon.com. Background on the Restatement As previously announced in the Current Report on Form 8-K filed with the SEC on May 7, 2025, on May 1, 2025, the Audit Committee of the Board of Directors, in consultation with management, concluded that the following previously issued consolidated financial statements of the Company (and related earnings releases, press releases, shareholder communications, investor presentations or other materials describing relevant portions of such financial statements) should no longer be relied upon and need to be restated because of an error in the balance sheet presentation of the Company’s $690.0 million aggregate principal amount of 0.50% convertible senior notes due 2027 (the “2027 Notes”) issued pursuant to an indenture, dated December 9, 2022, between current liabilities and long-term liabilities: • the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024, contained within the original 2024 Annual Report on Form 10-K for such year (and the associated audit report of the Company’s independent registered public accounting firm); and • the unaudited condensed consolidated financial statements contained within the Quarterly Reports on Form 10- Q for the quarterly periods ended March 31, 2024 and September 30, 2024. The effect of this error did not impact Total Assets, Total Liabilities, or Stockholders’ Equity (each as defined in the Form 10-K/A) in the consolidated balance sheets nor did it affect the statements of operations and comprehensive income, statements of cash flows, or statements of stockholders’ equity for the Affected Periods. Rather, the effect of the error impacts the presentation of the 2027 Notes from long-term liabilities to current liabilities in the consolidated balance sheets for the Affected Periods. Please see the “Explanatory Note” in the Form 10-K/A for additional information. Clawback Pursuant to our Incentive Compensation Recovery Policy (the “Clawback Policy”), the Company determined that the only amounts potentially subject to recovery under the Clawback Policy are the annual cash incentives in respect of fiscal year 2023 and fiscal year 2024 and the first two tranches of the 2024 Employee XSP and the 2024 CEO Performance Award (together, the “XSP Awards”), all of which were subject to financial reporting measure-based vesting conditions (including, in the case of the XSP Awards, the Company’s stock price) that were achieved during fiscal year 2023 or fiscal year 2024. The Company has determined that the performance-based vesting conditions applicable to the annual cash incentives in respect of fiscal year 2023 and fiscal year 2024, and the operational performance metrics applicable to the XSP Awards, were not affected by the restatement. The Company further considered the potential impact of the restatement on the Company stock price vesting condition of the XSP Awards, including that pursuant to the applicable plan terms such vesting condition is deemed satisfied upon the Company’s stock price attaining $247.40 and $309.25 (in each case, for a 90-day period), respectively. Although the first two Company stock price goals under the XSP Awards were achieved during fiscal year 2024, the first stock price goal of $247.40 with respect to the first tranche was achieved prior to issuance of financial statements

containing the error discussed above under the heading “Background on the Restatement”, and the Company therefore determined that the attainment of the first stock price goal was not affected by the restatement. The Company further considered the potential impact of the restatement on the Company stock price vesting condition of the second tranche of the XSP Awards, including that pursuant to the applicable plan terms such vesting condition is deemed satisfied upon the Company’s stock price attaining $309.25 for a 90-day period, and also noted the Company’s closing stock price of $601.82 on May 7, 2025 prior to the restatement announcement and $686.83 and $684.59 on the two days following the announcement of the restatement. As such, it was determined that the Company’s stock price was not affected by the restatement sufficiently to have caused the second tranche of the XSP Awards to fail the applicable Company stock price vesting condition, and therefore that the second tranche of the XSP Awards was not erroneously received. Additionally, the Company considered that under the terms of the XSP Awards, the applicable Company stock price vesting conditions can be met at any time through 2029, subject to other terms and conditions. As a result of the analysis described above, the Company determined that no recovery of incentive compensation was required in connection with the restatement pursuant to the terms of the Clawback Policy. The information provided above should be read in conjunction with the clawback disclosure provided in our Form 10-K/A, the Annual Report and the Company’s other proxy materials.

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2024–2025 AXON.COM