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XPEL, Inc. Call Transcript 2026

Jun 10, 2026

Call Transcript

XPEL, Inc.

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Good morning, ladies and gentlemen. I'm Ryan Pape, Chair of the Board, President, and Chief Executive Officer of XPEL Inc. I welcome you to the company's 2026 Virtual Annual Stockholders Meeting. Before we begin, I would like to remind you that during today's meeting, including any Q&A session, we may make forward-looking statements regarding expected revenue earnings per share, results of operations, future plans, opportunities, and expectations of the company. These estimates and plans and other forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. These risks are detailed in our latest Form 10-K filed with the SEC on February 27th, 2026, our quarterly report filed on Form 10-Q, filed with the SEC on May 8th, 2026, and in other statements made by the company. The statements made during this meeting are based upon information known to XPEL as of today. XPEL assumes no obligation to update the information we present to you. Today, we will conduct the business of the meeting. There are a few procedural matters I'd like to go through. On the meeting webpage, you will find the agenda, rules of conduct for the meeting. The proposals we are presenting and voting on are listed as well. You may use Click Here to Vote Your Proxy if you wish to vote or change your prior vote during the meeting. Before we begin the presentation, I would like to introduce members of the board of directors who are with us today on the webcast. Stacy Bogart, Rick Crumly, Michael Klonne, John North, and Mark Thornton. Barry Wood, our Senior Vice President and Chief Financial Officer, is serving as our Inspector of Elections. He's previously signed an oath of office, which has been properly filed in the corporate records. Participating is Allen Lorenzato and Kelsey Nelson of Deloitte & Touche LLP, the company's independent registered public accounting firm. Barry Wood will also act as the Secretary of the meeting. I will now ask Mr. Wood to give us the quorum report and also a report on other administrative matters. Barry? Mr. Chair, as of the close of business on April 15th, 2026, the record date, XPEL had 27,682,807 shares of its common stock issued, outstanding, and entitled to vote at this meeting. The Inspector of Elections has reported that stockholders entitled to cast more than 85% of the votes eligible to be cast at the meeting are present and represented by proxy, and therefore, a quorum is present and the meeting may proceed. I would like to report that the Notice of Annual Meeting of Stockholders, dated April 30th, 2026, as well as a form of proxy statement, and our annual report on Form 10-K were made available on the internet and by mail on or about that date to each of the stockholders of record of the company as of the close of business on the record date. Mr. Chair, I have provided you the notice of annual meeting, proxy statement, form of proxy, annual report on Form 10-K, and an affidavit of mailing prepared by XPEL's transfer agent, Continental Stock Transfer & Trust Company. I also have a copy of a list of registered stockholders of the company entitled to vote at the meeting, which has been available for the 10 days preceding the meeting and open to the examination of any stockholder for any purposes germane to the meeting. Thank you, Barry. The affidavit of mailing, the affidavit of the inspector, the stockholders list, along with the notice of annual meeting, annual report on Form 10-K, proxy statement and form of proxy will be filed with the minutes of the meeting. With the quorum present, I declare this meeting is duly constituted and convened, and may proceed with the transaction of business. We will now read the proposals to be voted upon, after which time we will open the polls. After the polls are open, we will answer any questions about the proposals. There are three proposals. Barry, will you read the first proposal? The stockholders are asked to vote on the election of six members to the board of directors, with each serving for one-year terms. The nominees for election are Ryan Pape, Stacy Bogart, Richard Crumly, Michael Klonne, John North, and Mark Thornton, who are current directors of the company. Do I hear a motion for the election? We have a motion from Kim Steiner. Do I hear a second? We have a second from Carlos Alvarez. Barry, please read the second proposal. The stockholders are asked to vote on a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026. Do I hear a motion for the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026? We have a motion from Duane Gotro. Do I hear a second? We have a second from Tony Rimas. Barry, please read the third proposal. The stockholders are asked to approve, on an advisory basis, the compensation of the company's named executive officers. Do I hear a motion for approval of, on an advisory basis, the compensation of the company's named executive officers? We have a motion from Chris Coffee. Do I hear a second? We have a second from Michael Mejia. I now declare the polls open for voting on the motions. If you're a stockholder of record and have not voted yet, or if you want to change your previously cast vote and you wish to vote now, you can do so online. You will need your 12-digit control number in order to vote today. Thank you. We will wait a few minutes for vote tabulation, and once completed, we will close the polls and announce the results. I understand the votes are now tabulated. I now declare the polls closed. Barry, please read the inspection of elections report on the tabulation of votes. Mr. Chair, the results based on the voting of shares represented by proxies on file and tabulated at the meeting this morning show the following. The director nominees have received the greatest number of votes of those shares that were represented at the virtual annual meeting and voted for the election of directors, and therefore, each of them has been elected as a director to serve for the term expiring on the date of the company's 2027 annual meeting and until his or her respective successor is duly elected and qualified. The proposal to ratify the appointment of Deloitte & Touche LLP received a majority of the shares represented and entitled to vote at the annual meeting, and therefore, the selection of Deloitte & Touche LLP as XPEL's independent registered public accounting firm for the year ended December 31st, 2026, has been ratified. The proposal to approve on an advisory basis the compensation of the company's named executive officers received a majority of the votes cast represented and entitled to vote at the virtual annual meeting, and therefore, the compensation of the company's named executive officers has been approved. Mr. Chair, that concludes the report of the voting. Details of the results will be available for all stockholders in our filings with the SEC within four business days. Stockholders may also obtain the voting results by calling or writing our corporate secretary. With the voting concluded, there is no further business to be conducted at today's meeting, and the meeting is hereby adjourned. Thank you for attending today's meeting.

Speaker 2: Good morning, ladies and gentlemen. I'm Ryan Pape, Chair of the Board, President, and Chief Executive Officer of XPEL Inc. I welcome you to the company's 2026 Virtual Annual Stockholders Meeting. Before we begin, I would like to remind you that during today's meeting, including any Q&A session, we may make forward-looking statements regarding expected revenue earnings per share, results of operations, future plans, opportunities, and expectations of the company. These estimates and plans and other forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. These risks are detailed in our latest Form 10-K filed with the SEC on February 27th, 2026, our quarterly report filed on Form 10-Q, filed with the SEC on May 8th, 2026, and in other statements made by the company. Good morning, ladies and gentlemen. good morning ladies and gentlemen I'm Ryan Pape, Chair of the Board, President, and Chief Executive Officer of XPEL Inc. I welcome you to the company's 2026 Virtual Annual Stockholders Meeting. i'm ryan pape chair of the board president and chief executive officer of xpel inc i welcome you to the company's 2026 virtual annual stockholders meeting Before we begin, I would like to remind you that during today's meeting, including any Q&A session, we may make forward-looking statements regarding expected revenue earnings per share, results of operations, future plans, opportunities, and expectations of the company. before we begin i would like to remind you that during today's meeting including any q&a session we may make forward-looking statements regarding expected revenue earnings per share results of operations future plans opportunities and expectations of the company These estimates and plans and other forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. these estimates and plans and other forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied These risks are detailed in our latest Form 10-K filed with the SEC on February 27th, 2026, our quarterly report filed on Form 10-Q, filed with the SEC on May 8th, 2026, and in other statements made by the company. these risks are detailed in our latest form 10-k filed with the sec on february 27th 2026 our quarterly report filed on form 10-q filed with the sec on may 8th 2026 and in other statements made by the company The statements made during this meeting are based upon information known to XPEL as of today. XPEL assumes no obligation to update the information we present to you. Today, we will conduct the business of the meeting. There are a few procedural matters I'd like to go through. On the meeting webpage, you will find the agenda, rules of conduct for the meeting. The proposals we are presenting and voting on are listed as well. You may use Click Here to Vote Your Proxy if you wish to vote or change your prior vote during the meeting. Before we begin the presentation, I would like to introduce members of the board of directors who are with us today on the webcast. Stacy Bogart, Rick Crumly, Michael Klonne, John North, and Mark Thornton. The statements made during this meeting are based upon information known to XPEL as of today. the statements made during this meeting are based upon information known to xpel as of today XPEL assumes no obligation to update the information we present to you. xpel assumes no obligation to update the information we present to you Today, we will conduct the business of the meeting. today we will conduct the business of the meeting There are a few procedural matters I'd like to go through. there are a few procedural matters i'd like to go through On the meeting webpage, you will find the agenda, rules of conduct for the meeting. on the meeting webpage you will find the agenda rules of conduct for the meeting The proposals we are presenting and voting on are listed as well. the proposals we are presenting and voting on are listed as well You may use Click Here to Vote Your Proxy if you wish to vote or change your prior vote during the meeting. you may use click here to vote your proxy if you wish to vote or change your prior vote during the meeting Before we begin the presentation, I would like to introduce members of the board of directors who are with us today on the webcast. before we begin the presentation i would like to introduce members of the board of directors who are with us today on the webcast Stacy Bogart, Rick Crumly, Michael Klonne, John North, and Mark Thornton. stacy bogart rick crumly michael klonne john north and mark thornton Barry Wood, our Senior Vice President and Chief Financial Officer, is serving as our Inspector of Elections. He's previously signed an oath of office, which has been properly filed in the corporate records. Participating is Allen Lorenzato and Kelsey Nelson of Deloitte & Touche LLP, the company's independent registered public accounting firm. Barry Wood will also act as the Secretary of the meeting. I will now ask Mr. Wood to give us the quorum report and also a report on other administrative matters. Barry? Barry Wood, our Senior Vice President and Chief Financial Officer, is serving as our Inspector of Elections. barry wood our senior vice president and chief financial officer is serving as our inspector of elections He's previously signed an oath of office, which has been properly filed in the corporate records. he's previously signed an oath of office which has been properly filed in the corporate records Participating is Allen Lorenzato and Kelsey Nelson of Deloitte & Touche LLP, the company's independent registered public accounting firm. participating is allen lorenzato and kelsey nelson of deloitte & touche llp the company's independent registered public accounting firm Barry Wood will also act as the Secretary of the meeting. barry wood will also act as the secretary of the meeting I will now ask Mr. Wood to give us the quorum report and also a report on other administrative matters. i will now ask mr wood to give us the quorum report and also a report on other administrative matters Barry? barry

Speaker 1: Mr. Chair, as of the close of business on April 15th, 2026, the record date, XPEL had 27,682,807 shares of its common stock issued, outstanding, and entitled to vote at this meeting. The Inspector of Elections has reported that stockholders entitled to cast more than 85% of the votes eligible to be cast at the meeting are present and represented by proxy, and therefore, a quorum is present and the meeting may proceed. I would like to report that the Notice of Annual Meeting of Stockholders, dated April 30th, 2026, as well as a form of proxy statement, and our annual report on Form 10-K were made available on the internet and by mail on or about that date to each of the stockholders of record of the company as of the close of business on the record date. Mr. Chair, as of the close of business on April 15th, 2026, the record date, XPEL had 27,682,807 shares of its common stock issued, outstanding, and entitled to vote at this meeting. mr chair as of the close of business on april 15th 2026 the record date xpel had 27,682,807 shares of its common stock issued outstanding and entitled to vote at this meeting The Inspector of Elections has reported that stockholders entitled to cast more than 85% of the votes eligible to be cast at the meeting are present and represented by proxy, and therefore, a quorum is present and the meeting may proceed. the inspector of elections has reported that stockholders entitled to cast more than 85% of the votes eligible to be cast at the meeting are present and represented by proxy and therefore a quorum is present and the meeting may proceed I would like to report that the Notice of Annual Meeting of Stockholders, dated April 30th, 2026, as well as a form of proxy statement, and our annual report on Form 10-K were made available on the internet and by mail on or about that date to each of the stockholders of record of the company as of the close of business on the record date. i would like to report that the notice of annual meeting of stockholders dated april 30th 2026 as well as a form of proxy statement and our annual report on form 10-k were made available on the internet and by mail on or about that date to each of the stockholders of record of the company as of the close of business on the record date Mr. Chair, I have provided you the notice of annual meeting, proxy statement, form of proxy, annual report on Form 10-K, and an affidavit of mailing prepared by XPEL's transfer agent, Continental Stock Transfer & Trust Company. I also have a copy of a list of registered stockholders of the company entitled to vote at the meeting, which has been available for the 10 days preceding the meeting and open to the examination of any stockholder for any purposes germane to the meeting. Mr. Chair, I have provided you the notice of annual meeting, proxy statement, form of proxy, annual report on Form 10-K, and an affidavit of mailing prepared by XPEL's transfer agent, Continental Stock Transfer & Trust Company. mr chair i have provided you the notice of annual meeting proxy statement form of proxy annual report on form 10-k and an affidavit of mailing prepared by xpel's transfer agent continental stock transfer & trust company I also have a copy of a list of registered stockholders of the company entitled to vote at the meeting, which has been available for the 10 days preceding the meeting and open to the examination of any stockholder for any purposes germane to the meeting. i also have a copy of a list of registered stockholders of the company entitled to vote at the meeting which has been available for the 10 days preceding the meeting and open to the examination of any stockholder for any purposes germane to the meeting

Speaker 2: Thank you, Barry. The affidavit of mailing, the affidavit of the inspector, the stockholders list, along with the notice of annual meeting, annual report on Form 10-K, proxy statement and form of proxy will be filed with the minutes of the meeting. With the quorum present, I declare this meeting is duly constituted and convened, and may proceed with the transaction of business. We will now read the proposals to be voted upon, after which time we will open the polls. After the polls are open, we will answer any questions about the proposals. There are three proposals. Barry, will you read the first proposal? Thank you, Barry. thank you barry The affidavit of mailing, the affidavit of the inspector, the stockholders list, along with the notice of annual meeting, annual report on Form 10-K, proxy statement and form of proxy will be filed with the minutes of the meeting. the affidavit of mailing the affidavit of the inspector the stockholders list along with the notice of annual meeting annual report on form 10-k proxy statement and form of proxy will be filed with the minutes of the meeting With the quorum present, I declare this meeting is duly constituted and convened, and may proceed with the transaction of business. with the quorum present i declare this meeting is duly constituted and convened and may proceed with the transaction of business We will now read the proposals to be voted upon, after which time we will open the polls. we will now read the proposals to be voted upon after which time we will open the polls After the polls are open, we will answer any questions about the proposals. after the polls are open we will answer any questions about the proposals There are three proposals. there are three proposals Barry, will you read the first proposal? barry will you read the first proposal

Speaker 1: The stockholders are asked to vote on the election of six members to the board of directors, with each serving for one-year terms. The nominees for election are Ryan Pape, Stacy Bogart, Richard Crumly, Michael Klonne, John North, and Mark Thornton, who are current directors of the company. The stockholders are asked to vote on the election of six members to the board of directors, with each serving for one-year terms. the stockholders are asked to vote on the election of six members to the board of directors with each serving for one-year terms The nominees for election are Ryan Pape, Stacy Bogart, Richard Crumly, Michael Klonne, John North, and Mark Thornton, who are current directors of the company. the nominees for election are ryan pape stacy bogart richard crumly michael klonne john north and mark thornton who are current directors of the company

Speaker 2: Do I hear a motion for the election? We have a motion from Kim Steiner. Do I hear a second? We have a second from Carlos Alvarez. Barry, please read the second proposal. Do I hear a motion for the election? do i hear a motion for the election We have a motion from Kim Steiner. we have a motion from kim steiner Do I hear a second? do i hear a second We have a second from Carlos Alvarez. we have a second from carlos alvarez Barry, please read the second proposal. barry please read the second proposal

Speaker 1: The stockholders are asked to vote on a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026. The stockholders are asked to vote on a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026. the stockholders are asked to vote on a proposal to ratify the appointment of deloitte & touche llp as the company's independent registered public accounting firm for the year ending december 31st 2026

Speaker 2: Do I hear a motion for the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026? We have a motion from Duane Gotro. Do I hear a second? We have a second from Tony Rimas. Barry, please read the third proposal. Do I hear a motion for the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026? do i hear a motion for the ratification of deloitte & touche llp as the company's independent registered public accounting firm for the year ending december 31st 2026 We have a motion from Duane Gotro . we have a motion from duane gotro Do I hear a second? do i hear a second We have a second from Tony Rimas. we have a second from tony rimas Barry, please read the third proposal. barry please read the third proposal

Speaker 1: The stockholders are asked to approve, on an advisory basis, the compensation of the company's named executive officers. The stockholders are asked to approve, on an advisory basis, the compensation of the company's named executive officers. the stockholders are asked to approve on an advisory basis the compensation of the company's named executive officers

Speaker 2: Do I hear a motion for approval of, on an advisory basis, the compensation of the company's named executive officers? We have a motion from Chris Coffee. Do I hear a second? We have a second from Michael Mejia. I now declare the polls open for voting on the motions. If you're a stockholder of record and have not voted yet, or if you want to change your previously cast vote and you wish to vote now, you can do so online. You will need your 12-digit control number in order to vote today. Thank you. We will wait a few minutes for vote tabulation, and once completed, we will close the polls and announce the results. I understand the votes are now tabulated. I now declare the polls closed. Barry, please read the inspection of elections report on the tabulation of votes. Do I hear a motion for approval of, on an advisory basis, the compensation of the company's named executive officers? do i hear a motion for approval of on an advisory basis the compensation of the company's named executive officers We have a motion from Chris Coffee. we have a motion from chris coffee Do I hear a second? do i hear a second We have a second from Michael Mejia. we have a second from michael mejia I now declare the polls open for voting on the motions. i now declare the polls open for voting on the motions If you're a stockholder of record and have not voted yet, or if you want to change your previously cast vote and you wish to vote now, you can do so online. if you're a stockholder of record and have not voted yet or if you want to change your previously cast vote and you wish to vote now you can do so online You will need your 12-digit control number in order to vote today. you will need your 12-digit control number in order to vote today Thank you. thank you We will wait a few minutes for vote tabulation, and once completed, we will close the polls and announce the results. I understand the votes are now tabulated. we will wait a few minutes for vote tabulation and once completed we will close the polls and announce the results. i understand the votes are now tabulated I now declare the polls closed. i now declare the polls closed Barry, please read the inspection of elections report on the tabulation of votes. barry please read the inspection of elections report on the tabulation of votes

Speaker 1: Mr. Chair, the results based on the voting of shares represented by proxies on file and tabulated at the meeting this morning show the following. The director nominees have received the greatest number of votes of those shares that were represented at the virtual annual meeting and voted for the election of directors, and therefore, each of them has been elected as a director to serve for the term expiring on the date of the company's 2027 annual meeting and until his or her respective successor is duly elected and qualified. The proposal to ratify the appointment of Deloitte & Touche LLP received a majority of the shares represented and entitled to vote at the annual meeting, and therefore, the selection of Deloitte & Touche LLP as XPEL's independent registered public accounting firm for the year ended December 31st, 2026, has been ratified. Mr. Chair, the results based on the voting of shares represented by proxies on file and tabulated at the meeting this morning show the following. mr chair the results based on the voting of shares represented by proxies on file and tabulated at the meeting this morning show the following The director nominees have received the greatest number of votes of those shares that were represented at the virtual annual meeting and voted for the election of directors, and therefore, each of them has been elected as a director to serve for the term expiring on the date of the company's 2027 annual meeting and until his or her respective successor is duly elected and qualified. the director nominees have received the greatest number of votes of those shares that were represented at the virtual annual meeting and voted for the election of directors and therefore each of them has been elected as a director to serve for the term expiring on the date of the company's 2027 annual meeting and until his or her respective successor is duly elected and qualified The proposal to ratify the appointment of Deloitte & Touche LLP received a majority of the shares represented and entitled to vote at the annual meeting, and therefore, the selection of Deloitte & Touche LLP as XPEL's independent registered public accounting firm for the year ended December 31st, 2026, has been ratified. the proposal to ratify the appointment of deloitte & touche llp received a majority of the shares represented and entitled to vote at the annual meeting and therefore the selection of deloitte & touche llp as xpel's independent registered public accounting firm for the year ended december 31st 2026 has been ratified The proposal to approve on an advisory basis the compensation of the company's named executive officers received a majority of the votes cast represented and entitled to vote at the virtual annual meeting, and therefore, the compensation of the company's named executive officers has been approved. Mr. Chair, that concludes the report of the voting. Details of the results will be available for all stockholders in our filings with the SEC within four business days. Stockholders may also obtain the voting results by calling or writing our corporate secretary. The proposal to approve on an advisory basis the compensation of the company's named executive officers received a majority of the votes cast represented and entitled to vote at the virtual annual meeting, and therefore, the compensation of the company's named executive officers has been approved. the proposal to approve on an advisory basis the compensation of the company's named executive officers received a majority of the votes cast represented and entitled to vote at the virtual annual meeting and therefore the compensation of the company's named executive officers has been approved Mr. Chair, that concludes the report of the voting. mr chair that concludes the report of the voting Details of the results will be available for all stockholders in our filings with the SEC within four business days. details of the results will be available for all stockholders in our filings with the sec within four business days Stockholders may also obtain the voting results by calling or writing our corporate secretary. stockholders may also obtain the voting results by calling or writing our corporate secretary

Speaker 2: With the voting concluded, there is no further business to be conducted at today's meeting, and the meeting is hereby adjourned. Thank you for attending today's meeting. With the voting concluded, there is no further business to be conducted at today's meeting, and the meeting is hereby adjourned. with the voting concluded there is no further business to be conducted at today's meeting and the meeting is hereby adjourned Thank you for attending today's meeting. thank you for attending today's meeting