Crexendo (CXDO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 2, 2025, at the company’s headquarters in Tempe, AZ, with proxy materials primarily distributed online to expedite access and reduce costs.

• 2024 was described as a transformative year, with the company surpassing six million users and receiving industry awards for customer service and competitive strategy.

• The company achieved GAAP profitability for the eighth consecutive quarter and non-GAAP net income for the 27th consecutive quarter as of Q2 2025.

• Shareholders of record as of October 6, 2025, are eligible to vote on key proposals at the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, advisory approval of executive compensation, advisory approval of the frequency of say-on-pay votes, and ratification of the independent auditor.

• The board recommends voting FOR all proposals, including a triennial frequency for say-on-pay votes.

• No appraisal or dissenters’ rights are available for any proposal.

• Deadlines for shareholder proposals for the 2026 meeting are June 22, 2026 (proxy inclusion) and September 7, 2026 (other business).

Board of directors and corporate governance

• The board is classified (staggered), with five Class I directors up for two-year terms and one Class II director for a one-year term.

• Nominees include experienced professionals in telecommunications, finance, technology, and marketing.

• The board has audit, compensation, and nominating committees, all composed of independent directors.

• The board met six times in 2024, with all directors attending at least 75% of meetings.

• The company has a code of business conduct, insider trading policy, and anti-hedging policy.