Axon (NASDAQ: AXON) sets 2026 virtual vote, highlights 33% growth and AI strategy

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

DEF 14A

Rhea-AI Filing Summary

Axon Enterprise, Inc. is asking shareholders to vote at its fully virtual 2026 annual meeting on May 28, 2026, on three items: electing directors, an advisory vote on executive pay, and ratifying PricewaterhouseCoopers as auditor for 2026.

The proxy highlights Axon’s strategy as an AI‑driven, integrated hardware and software platform spanning TASER devices, cameras, cloud evidence, real‑time operations and 911 solutions. For 2025, Axon reports record revenue of $2.8 billion, up 33%, its fourth straight year above 30% growth, with Software & Services now 43% of revenue, annual recurring revenue of $1.3 billion, and net revenue retention of 125%.

Net income was $125 million (4.5% margin) and adjusted EBITDA was $710 million (25.5% margin), while bookings reached $7.4 billion, up 46%. The board stresses independent leadership, majority voting for directors, proxy access, refreshed tenure and term limits, and expanded oversight of ESG, cybersecurity and AI.

Key Figures

2025 Revenue: $2.8 billion Annual Bookings: $7.4 billion Net Income: $125 million +5 more

8 metrics

2025 Revenue $2.8 billion Record full-year 2025 revenue, up 33% year over year

Annual Bookings $7.4 billion 2025 bookings, up 46% year over year

Net Income $125 million 2025 net income, 4.5% net margin

Adjusted EBITDA $710 million 2025 adjusted EBITDA, 25.5% margin

Annual Recurring Revenue $1.3 billion ARR in 2025

Net Revenue Retention 125% 2025 net revenue retention

Software & Services Mix 43% of revenue Software & Services share of 2025 revenue

Shares Outstanding 80,572,201 shares Common stock outstanding as of March 31, 2026

Key Terms

adjusted EBITDA, annual recurring revenue (ARR), net revenue retention, Rule of 40, +2 more

6 terms

adjusted EBITDA financial

"We delivered net income of $125 million at a 4.5% margin and adjusted EBITDA of $710 million at a 25.5% margin"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

annual recurring revenue (ARR) financial

"ARR reached $1.3 billion. Net revenue retention accelerated to 125%."

Annual Recurring Revenue (ARR) is the predictable amount of money a company expects to earn in a year from its ongoing services or subscriptions. It helps businesses understand their steady income stream, much like knowing how much rent they can count on each year, which is important for planning and growth.

net revenue retention financial

"ARR reached $1.3 billion. Net revenue retention accelerated to 125%."

Net revenue retention measures how much revenue a company keeps from its existing customers over a set period after accounting for customers who leave, reductions in spending, and any increases from upsells or cross-sells. For investors it shows whether a company can grow sales from the customers it already has—like checking whether a store is making more or less money from its regular shoppers—which signals business health and future revenue durability.

Rule of 40 financial

"while maintaining a Rule of 40 above 55—and we did it while investing aggressively"

The "rule of 40" is a simple guideline used by investors to assess the health of a company's growth and profitability. It adds a company's growth rate to its profit margin; if the total is 40% or higher, the company is generally considered to be performing well. This helps investors quickly gauge whether a company is balancing rapid growth with solid profits, much like checking if a car’s speed and fuel efficiency together are within a safe and efficient range.

proxy access regulatory

"Regular shareholder engagement with our investors to understand their views and seek feedback • “Proxy access” bylaw provision"

Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.

majority voting standard regulatory

"Our Bylaws provide that we use a majority voting standard instead of a plurality voting standard in uncontested elections."

Compensation Summary

Compensation details

Key Proposals

Election of the directors of the Company named in the proxy statement
Advisory vote to approve the compensation of the Company’s named executive officers
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

04/16/2026 - 04:25 PM

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

SCHEDULE 14A

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))
x	Definitive Proxy Statement
o	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

Table of Contents

A Letter from Axon CEO, Rick Smith

Fellow Shareholders,

I have been building this company for over 30 years. I have never been more energized—or more convinced that the

moment we are in will define a generation.

The world is changing faster than at any point in my career. Artificial intelligence (“AI”) is not an incremental advance. It

is a fundamental disruption—a force that will reshape industries, redefine what technology can do, and break companies

that are not ready for it. At the same time, the problems we set out to solve three decades ago—violence, injustice, a lack of

accountability—remain as urgent as ever.

These two realities are converging, and Axon sits at the intersection. Our mission to protect life has always demanded

imagination—the willingness to invent new solutions when the world said none existed. Now, for the first time, the

technology is advancing fast enough to match the scale of that ambition. What once felt like a distant aspiration is

becoming operational reality, and it is happening faster than any of us anticipated.

2025 was the year that came into focus. We delivered the strongest results in our history—not by playing it safe, but by

leaning in. And it starts with the reason we exist.

Our Moonshot: The First Signs of Progress

A few years ago, we set an audacious goal: cut gun-related deaths between police and the public in the U.S. in half by

2033. In 2025, for the first time, the trend line moved in the right direction—fatalities declined nearly 10% from their peak.

It is too early to claim direct causation, but we are hearing from customers every day about situations where officers

reached for their TASER device instead of their firearm, and a life was saved as a result. A major U.S. county sheriff's

office reported a 42% reduction in deputy-involved shootings, crediting TASER 10 and de-escalation training delivered

through our Virtual Reality (“VR”) platform as contributing factors.

This is not only about our latest TASER device getting into the hands of more people. We can build the greatest device

ever created, but if people are not trained to use it effectively, it does not deliver its true value. That is why we invested in

building a suite of VR training solutions over the past five years—leaning in before VR was common or widely adopted.

Last year, customers completed nearly half a million VR training sessions, and our platform is now one of the most widely

deployed in U.S. public safety. This year, we are infusing it with AI-powered features that will transform how officers are

trained in the decade ahead.

We lean in and make bold bets before it is safe to do so—that’s how we build our first-mover advantage. We believe that

advantage will compound over time—and the AI Era is here to prove that.

The AI Era Is Here — And Axon Is Built for It

We are living through a pivotal moment—not just for Axon, not just for public safety, but for humanity. This is the

moment where human and machine intelligence begin working together to solve problems that once felt permanent.

The world sees the risk AI poses to traditional software—but Axon is not just software. We are an integrated hardware and

software ecosystem, powered by massive real-world data, deployed in high-regulation environments, and—most

importantly—built on deep trust with customers who depend on us as their technology partner. That combination is

extraordinarily difficult to replicate, and it is why I believe AI is the greatest accelerant Axon has ever had.

Our differentiation is not the models—everyone has access to frontier models. It is the physical sockets already on the

officer: the body cameras, TASER devices, and sensors that hundreds of thousands of professionals wear every day. We do

not need to convince anyone to carry a new device. We embed AI directly into the tools they already depend on. Behind

those sockets sits some of the most sensitive operational data on earth, managed on our Evidence.com platform with the

highest standards of privacy and security. And connecting it all are the real-world workflows—records, reports, evidence

sharing, real-time operations—where AI unlocks value at every layer.

Table of Contents

Just months after launch, more than 500 agencies went live on Axon Assistant, with officers translating conversations in

50+ languages, querying policy hands-free, and producing reports in a fraction of the time—all through the body cameras

they already wear. We are just getting started with what that assistant can do—and it is going to be exponentially more

powerful over just another few months.

Our strategy is resonating with our customers. In our first full year with our AI Era Plan—the package and the promise that

we have made to customers—we booked approximately $750 million. That’s beyond the rate of any individual software

product we’ve shipped to date, and well ahead of our expectations. It’s a sign that our customers trust us to be there for

them, and they trust us to show them the way.

My conviction is that nobody should be more aggressive or more thoughtful on AI than Axon. If we get that balance right,

we will not just be a vendor. We will be the partner our customers cannot imagine operating without. That is when the real

flywheel kicks in—deeper relationships, expanded footprints, and increasingly mission-critical problems landing on our

doorstep.

Building the World's Leading Safety Sensor Network

Our vision can be stated simply: the world's leading safety sensor network, fully connected and supercharged by AI.

Today, a TASER 10 cartridge is fired approximately every 30 seconds in the U.S. Our body cameras have recorded over 60

million hours of footage. Fusus powers more than one million monthly livestreams across 300,000+ connected community

cameras. Each data point is a node in a network that grows more connected and more intelligent every day—and every new

sensor, every new workflow, and every new customer makes the whole platform more valuable.

In 2025, we expanded that network significantly. Axon Vehicle Intelligence brought us into the fixed license plate reading

market—integrating live streaming, real-time alerts, and AI-powered vehicle descriptors into a unified workflow. Axon

Body Mini extends our ecosystem into commercial environments—retail, healthcare, logistics—with a compact, connected,

AI-powered camera purpose-built for enterprise workers.

And with our acquisitions of Prepared and Carbyne, Axon 911 extends the ecosystem to the very first moment a call for

help is made, connecting AI-enabled communications to the sensors, real-time operations, and documentation workflows

already in our network.

A decade ago, I saw pressure to shed our hardware businesses and chase software margins. I disagreed. My belief was and

remains that the most important customer problems require integrated solutions—not point products. What we have built is

an interconnected ecosystem of hardware, software, and cloud services embedded in heavily regulated industries through

long-term contracts.

Rather than being a target for disruption, we are the disruptor. We remain focused on our customers and where their needs

are not met, and that’s what leads us to disrupt existing workflows from so many angles. The current environment is

accelerating ability to do this at scale and we seek to build the platform our customers will trust to scale with them.

That focus won’t be replicated in pieces, and a vision is difficult to follow without being willing to take a risk and pioneer

it.

Protecting Life in More Places

Our ecosystem is not built for one use case. It is built for every environment where safety, documentation, and

accountability matter—and where technology has lagged for decades.

A correctional officer with the tools to de-escalate before conflict starts. A retail associate trained through immersive AI

scenarios, equipped with a body camera that connects them to their security team in seconds, with incidents automatically

summarized and transmitted to the appropriate response. A healthcare worker whose documentation burden drops so she

can focus on the patient in front of her. A federal agent with the same integrated platform as the local officer on the beat. A

prosecutor who walks into court with a clear, evidence-based picture of exactly what happened.

The platform is the same. The impact scales to every corner of public safety—and now beyond.

Table of Contents

What excites me most is this: we are not building for just one of these futures. We are building for all of them. Every

critical incident follows three phases—observe, communicate, and act. Our sensors capture what is happening. Our

connected platform shares it in real time. And AI embedded natively in every workflow helps our customers act with

greater speed, clarity, and confidence. This is the difference between technology that assists and technology that

transforms. We are giving our customers genuine superpowers—the ability to do things that simply were not possible

before.

Results That Reflect Execution

Our mission is delivering financial results that match our ambition. Axon achieved record revenue of $2.8 billion in 2025,

up 33% year over year, our fourth consecutive year of annual growth above 30%. Software & Services grew over 40% and

now represents 43% of revenue. ARR reached $1.3 billion. Net revenue retention accelerated to 125%.

We delivered net income of $125 million at a 4.5% margin and adjusted EBITDA of $710 million at a 25.5% margin while

maintaining a Rule of 40 above 55—and we did it while investing aggressively in R&D, new product categories, and go-to-

market expansion.

These metrics measure our past execution, but they also excite me for our future. With only about 30% of customers on

premium subscription plans today, the runway ahead is substantial. We have set our strongest outlook ever heading into

2026, and our long-term targets reflect our confidence that we are still in the early innings of what this ecosystem can

become.

Let's Roll

Darwin got it right: it is not the strongest who survive, but the most adaptable. Axon has always been built on reinvention

—finding a way forward when others said there was none. That is not just our history. It is our competitive advantage.

Complacency is fatal. Pulling back would assure failure. Leaning in creates the future. We are taking bold risks, investing

aggressively, and reimagining everything AI can touch in our domain—while staying grounded in the mission and values

that have defined us from the start.

I have been doing this for over 30 years. I have never been more energized than I am right now. What I see inside this

company—teams delivering multiples of their original roadmaps, creativity accelerating at a pace I have never witnessed—

tells me we are in the right position at the right moment.

To our employees, customers, and shareholders—thank you for believing in what we are building. We are not just building

a business. We are solving problems that matter.

Let's roll.

-Rick

Table of Contents

BUSINESS HIGHLIGHTS

Who We Are

Axon Enterprise, Inc. (“Axon,” the “Company,” “we” or “us”) is a technology company that provides integrated hardware

and software solutions. Founder-led since 1993, Axon began with a mission to protect life and has grown into a global

technology company serving a range of customers. Our products and services allow customers across the public and private

sector to capture and use critical data to support fully-connected operational workflows. Our trusted network seamlessly

integrates software and hardware with a range of connected devices, including TASER energy devices, cameras and

sensors, drones and robotics, cloud-based evidence management, records management, real-time operations software,

critical incident and emergency response systems, immersive training, and productivity tools – all enhanced by artificial

intelligence (“AI”). Designed to work together, these solutions create a unified, data-driven operating system that

prioritizes safety and helps protect people and places with greater speed, accuracy, transparency, and accountability.

Our integrated technology platform of hardware and software solutions advances our mission to (i) make the bullet

obsolete, (ii) reduce social conflict, and (iii) enable a fair and effective justice system. Our products and technology

solutions address complex, high-stakes challenges, and our mission attracts top talent. We aim to invent and deliver

technology solutions that progressively make the right things easier and the wrong things harder every day.

Axon is a diversified technology company with employees distributed across multiple geographies. Alongside our primary

corporate headquarters in Scottsdale, Arizona, we have hubs in many major cities across the United States and ongoing

international expansion across Europe, Asia, and the Americas, as we continue to drive our mission globally.

Our Business Segments

As of January 1, 2025, we realigned our business to better reflect our continued growth and expansion of our technology

solutions. Previously reported within two reportable segments, TASER and Software and Sensors, we realigned our

business in a manner that provides increased transparency and distinction between our software and services and hardware

components. Axon’s operations comprise a fully integrated suite of products across connected hardware, software, and

services which are disclosed in two reportable segments:

Software and Services: We develop, manufacture and sell cloud-based Software-as-a-Service solutions that

leverage AI and enable our customers to capture, securely store, manage, share and analyze video and other digital

evidence. Our software offerings also support productivity and real-time operations.

Connected Devices: We develop, manufacture and sell fully integrated hardware solutions, such as conducted

energy devices sold under the TASER brand, body cameras, fixed and in-car cameras, drone and counter-drone

technologies, and a broad ecosystem of accessories, extended warranties and related hardware products.

Table of Contents

Key Performance Highlights (1)

•Annual revenue increased over 33% to mark our fourth consecutive year of 30%+ annual growth

•Annual net income of $125 million supported adjusted EBITDA of $710 million

•Generated annual bookings of $7.4 billion, up 46% year over year

•Introduced major product expansions, including Axon Vehicle Intelligence, Axon Assistant, Axon Body Mini and

Axon 911

Revenue

Total company revenue of $2.8 billion in 2025 achieved through compound annual revenue growth of 33% from 2022.

Profitability Measures

We delivered a full-year net income margin of 4.5% alongside a 25.5% adjusted EBITDA margin reflecting approximately

600 basis points of expansion since 2022.

Total Shareholder Returns (2)

AXON ranks above the 93rd percentile among all S&P 500 companies for shareholder three-, five- and 10-year returns.

(1)Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures; see “Reconciliation of Non-GAAP

Measures” for definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly

comparable GAAP measures.

(2)Represents stock price performance through December 31, 2025.

Table of Contents

CORPORATE GOVERNANCE HIGHLIGHTS



Board	Governance Oversight		Shareholder Rights & Engagement


•Independent board leadership •Majority independent board •Directors with a wide range of skills, expertise and multi-faceted backgrounds •Regular board refreshment—four new directors added since 2023 •Average director age: 58 •Average director tenure: 10 years	•One share, one vote equity structure •Annual director elections •Majority vote standard •Public board service limits •Director tenure and term limits		•Ability for shareholders to call a special meeting •Ability for shareholders to act by written consent •Regular shareholder engagement with our investors to understand their views and seek feedback •“Proxy access” bylaw provision

Governance Structures Unique to Axon’s Business


Standing Board Committees		Advisory Boards


•Audit Committee •Compensation Committee •Nominating and Corporate Governance Committee, including oversight of Environmental, Social and Governance (“ESG”) and sustainability-related risks •Enterprise Risk and Compliance Committee, including oversight of cybersecurity risk in consultation with our Audit Committee •Mergers and Acquisitions and Capital Structure Committee		•Ethics & Equity Advisory Council (“EEAC”) composed of community leaders and community- focused academics, provides our Board with insight into the responsible development and deployment of new technology — including artificial intelligence — in both public safety and community contexts. The EEAC assists with gap analyses and helps us develop toolkits, training, and product review processes to support ethical product design •Scientific and Medical Advisory Board composed of experts from several fields who help to ensure our Board is aware of evolving technology, practices and regulations material to our TASER devices so that the Board can appropriately oversee Axon’s strategy

Table of Contents

AXON ENTERPRISE, INC.

17800 North 85th Street

Scottsdale, Arizona 85255

_____________________________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 28, 2026

_____________________________________________________

To Our Shareholders:

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Axon Enterprise, Inc. (the “Company” or “Axon”)

will be held at 1:00 p.m. Pacific time on Thursday, May 28, 2026. The Annual Meeting will be a completely virtual

meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your

questions during the live webcast by visiting www.virtualshareholdermeeting.com/AXON2026. You will need to have

your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on

your voting instruction card or form or other instructions that accompanied your proxy statement. The Annual Meeting will

be held for the following purposes:

1.Election of the directors of the Company named in the proxy statement;

2.Advisory vote to approve the compensation of the Company’s named executive officers; and

3.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public

accounting firm for fiscal year 2026.

Only shareholders of record of the Company’s common stock at the close of business on March 31, 2026 are entitled to

notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. 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.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the

proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the

section entitled “General Information About the Annual Meeting and Voting” in the proxy statement and the

instructions on your proxy card or the voting instruction card or form you receive from your broker, bank or other

intermediary. Please note that, if you hold shares in different accounts, it is important that you vote the shares

represented by each account.

Table of Contents

If you have any questions concerning the proxy statement or the proposals, would like additional copies of the proxy

statement or need help voting your shares of Axon, please contact Axon’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

Shareholders Call Toll Free: (877) 750-8129

International Callers: +1 (412) 232-3651

Brokers and Banks Call: (212) 750-5833


	By Order of the Board of Directors,

	/s/ ISAIAH FIELDS
	Isaiah Fields
	Corporate Secretary

Scottsdale, Arizona

April 16, 2026

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,

PLEASE VOTE ON THE INTERNET, BY TELEPHONE, OR MARK, SIGN, DATE AND PROMPTLY RETURN

YOUR PROXY OR VOTING INSTRUCTION CARD OR FORM IN THE ENCLOSED ENVELOPE.

Table of Contents

TABLE OF CONTENTS


General Information About the Annual Meeting and Voting	1
Governance	6
The Board of Directors	6
Board and Committee Governance	18
Director Compensation	25
Certain Relationships and Related Party Transactions	28
Share Ownership	29
Ownership of Equity Securities of the Company	29
Executive Compensation	31
Executive Officers	31
Compensation Discussion and Analysis	34
Summary Compensation Table	47
Grants of Plan-Based Awards	48
Outstanding Equity Awards at Year-End	49
Option Exercises and Stock Vested	50
Nonqualified Deferred Compensation	51
Potential Payments upon Termination or Change of Control	52
Pay versus Performance	55
Pay Ratio of CEO Compensation to Median Employee Compensation	59
Audit Matters	60
Report of the Audit Committee	60
Proposals	62
Proposal No. 1 – Election of Directors	63
Proposal No. 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers	64
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm	66

Other Matters	68

Reconciliation of Non-GAAP Measures	70

Axon Enterprise, Inc. | 2026 Proxy Statement | 1

Table of Contents

AXON ENTERPRISE, INC.

17800 North 85th Street

Scottsdale, Arizona 85255

_________________________________________________________

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF SHAREHOLDERS

_________________________________________________________

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

The Board of Directors (the “Board” or “Board of Directors”) of Axon Enterprise, Inc. (the “Company” or “Axon”) has

made these proxy materials available to you on the Internet or has delivered printed copies of these proxy materials to you

by mail in connection with the Board of Directors’ solicitation of proxies for use at the 2026 Annual Meeting of

Shareholders (the “Annual Meeting”), which will take place virtually at 1:00 p.m. Pacific time on Thursday, May 28, 2026.

You will be able to attend the Annual Meeting, vote your shares electronically, access the list of shareholders as of the

close of business on March 31, 2026 (the “Record Date”), and submit your questions during the live webcast by visiting

www.virtualshareholdermeeting.com/AXON2026. You will need to have your 16-digit control number included on your

Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card, or on your voting instruction card or

form or other instructions that accompanied your proxy statement (“Voting Instruction Card”). We recommend logging

into the Annual Meeting prior to the start time. This proxy statement describes the matters on which you, as a shareholder,

are entitled to vote. It also gives you information on these matters so that you can make an informed decision. This proxy

statement is first being made available or sent to shareholders on or about April 16, 2026.

What is included in these materials?

These materials include:


¨	This proxy statement for the Annual Meeting; and
¨	The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).

If you received printed copies of the proxy materials by mail, the proxy materials also include the proxy card or Voting

Instruction Card for the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of these proxy materials instead of a

printed copy of these proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), instead of mailing printed copies of

the proxy materials to all of our shareholders, we have elected to furnish such materials to shareholders by providing access

to these documents over the Internet. Accordingly, on April 16, 2026, we sent the Notice to shareholders of record and

beneficial owners of shares of our common stock as of the Record Date. Shareholders have the ability to access the proxy

materials on a website referred to in the Notice or request to receive a printed or electronic copy of the proxy materials by

following the directions found in the Notice. The Company encourages you to take advantage of the availability of the

proxy materials on the Internet in order to help reduce the cost and environmental impact of the Annual Meeting.

Axon Enterprise, Inc. | 2026 Proxy Statement | 2

Table of Contents

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to: (1) view our proxy materials for the Annual Meeting on the

Internet; (2) vote your shares after you have viewed our proxy materials; (3) request a printed or electronic copy of the

proxy materials; and (4) instruct us to send our future proxy materials to you electronically via email. Copies of the proxy

materials are also available for viewing on the investor relations page of the Company’s website at http://

investor.axon.com.

What proposals will be voted on at the Annual Meeting and how does the Board of Directors recommend I vote?

Shareholders will vote on the following items at the Annual Meeting:


Proposal	Description	Board Recommendation
No. 1	Election of the directors of the Company named in this proxy statement	FOR (all nominees)
No. 2	Advisory vote to approve the compensation of the Company’s named executive officers	FOR

No. 3	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026	FOR

Shareholders will also vote on the transaction of any other business as may properly come before the Annual Meeting or

any postponement or adjournment thereof. To the maximum extent allowed by the SEC’s proxy rules, the proxy holders

will vote your shares on such other matters as they determine in their discretion.

Where are the Company’s principal executive offices located and what is the Company’s main telephone number?

The Company’s principal executive offices are located at 17800 North 85th Street, Scottsdale, Arizona 85255. The

Company’s main telephone number is (480) 991-0797.

Who may vote at the Annual Meeting?

As of the Record Date, there were 80,572,201 shares of the Company’s common stock outstanding. Each share of common

stock entitles the holder to one vote on each matter that may properly come before the Annual Meeting or any

postponement or adjournment thereof. The holders of a majority of the voting power of all shares entitled to vote, present

in person (virtually) or represented by proxy, will constitute a quorum for the transaction of business at the Annual

Meeting. Shareholders are not entitled to cumulative voting in the election of directors. Only shareholders as of the close of

business on the Record Date are entitled to receive notice of, to attend, and to vote at the Annual Meeting.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

Shareholder of Record

If your shares are registered directly in your name with the Company’s transfer agent, Broadridge Corporate Issuer

Solutions, Inc., you are considered the shareholder of record with respect to those shares, and the Notice or printed copies

of the proxy materials were sent directly to you by the Company. If you request printed copies of the proxy materials by

mail, you will also receive a printed proxy card.

Beneficial Owner of Shares Held in Street Name

If your shares are held in an account at a broker, bank or other intermediary, then you are the beneficial owner of shares

held in “street name,” and the Notice or printed copies of the proxy materials were forwarded to you by that organization.

The organization holding your account is considered the shareholder of record for purposes of voting at the Annual

Meeting. As a beneficial owner, you have the right to direct that organization how to vote the shares held in your account.

If you request printed copies of the proxy materials by mail, you will also receive a printed Voting Instruction Card.

Axon Enterprise, Inc. | 2026 Proxy Statement | 3

Table of Contents

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 27, 2026, visit www.proxyvote.com and enter

the control number found in the Notice.

During the Meeting: visit www.virtualshareholdermeeting.com/AXON2026 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 27, 2026, 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 27, 2026, visit www.proxyvote.com and enter

the control number found in the Notice.

During the Meeting: visit www.virtualshareholdermeeting.com/AXON2026 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 27, 2026, 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.

What constitutes a quorum in order to hold and transact business at the Annual Meeting?

Under Delaware law and the Company’s Bylaws (as amended and restated, the “Bylaws”), the holders of a majority of the

voting power of all shares entitled to vote, present in person or represented by proxy, at a meeting constitutes a quorum.

Abstentions and broker non-votes will be counted as present to determine whether a quorum has been established. Once a

share of the Company’s common stock is represented for any purpose at a meeting, it is deemed present for quorum

purposes for the remainder of the meeting and any adjournment thereof. If a quorum is not present, the Annual Meeting

may be postponed or adjourned until a quorum is obtained.

How are proxies voted?

All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted and,

where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be

voted in accordance with the shareholder’s instructions.

Axon Enterprise, Inc. | 2026 Proxy Statement | 4

Table of Contents

What happens if I do not give specific voting instructions?

Shareholder of Record

If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as

recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the proxy

holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and

as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the

Annual Meeting.

Beneficial Owner of Shares Held in Street Name

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with

specific voting instructions, the organization that holds your shares may vote on routine matters but cannot vote on non-

routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your

shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not

have the authority to vote on such matters with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

Proposals No. 1 and No. 2 (election of the directors, and the advisory vote to approve the compensation of the Company’s

named executive officers) are considered “non-routine.” A broker or other nominee cannot vote without specific voting

instructions from the beneficial owner on non-routine matters, and therefore we anticipate there will be broker non-votes in

connection with Proposals No. 1 and No. 2.

Proposal No. 3 (ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered

public accounting firm for fiscal year 2026) is considered “routine.” A broker or other nominee may generally vote on

routine matters, and therefore no broker non-votes are expected in connection with this proposal.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote during the Annual Meeting, subject to

the instructions provided on your Notice, on your proxy card or on your Voting Instruction Card, by voting again via the

Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the final vote during the Annual

Meeting will be counted), by signing and returning a new proxy card or Voting Instruction Card with a later date that is

received prior to the Annual Meeting, or by attending the Annual Meeting and voting during the meeting. However, your

attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again during the Annual

Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Corporate Secretary at

17800 North 85th Street, Scottsdale, Arizona 85255 a written notice of revocation and is received prior to the Annual

Meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects

your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except as necessary to

meet applicable legal requirements, to allow for the tabulation and certification of votes, and to facilitate a successful proxy

solicitation.

What is the voting requirement to approve each of the proposals?

Election of Directors

For Proposal No. 1, under our Bylaws, assuming the existence of a quorum at the Annual Meeting, each director will be

elected by the affirmative vote of a majority of the votes properly cast for and against such nominee’s election. Abstentions

and broker non-votes will have no impact on the outcome of this proposal if a quorum is present.

Axon Enterprise, Inc. | 2026 Proxy Statement | 5

Table of Contents

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

For Proposal No. 2, assuming the existence of a quorum at the Annual Meeting, the affirmative vote of a majority of the

total votes properly cast for or against the proposal in person or by proxy at the Annual Meeting is required for approval,

on an advisory basis. Abstentions and broker non-votes will have no impact on the outcome of this proposal if a quorum is

present.

Ratification of Independent Registered Public Accounting Firm

For Proposal No. 3, assuming the existence of a quorum at the Annual Meeting, the affirmative vote of a majority of the

total votes properly cast for or against the proposal in person or by proxy at the Annual Meeting is required for ratification.

Abstentions will have no impact on the outcome of this proposal if a quorum is present.

Who will serve as the inspector of election?

A member of the Company’s internal legal department will serve as the inspector of election.

Where can I find the voting results of the Annual Meeting?

The final voting results will be tallied by the inspector of election and, within four business days after the Annual Meeting,

the Company expects to report the final results on Form 8-K filed with the SEC.

Who is paying for the cost of this proxy solicitation?

The Company will bear the cost of solicitation of proxies for the Annual Meeting. We are soliciting your proxy on behalf

of our Board. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile,

electronically, including email, or otherwise, by our directors, officers and other employees. They will not receive any

additional compensation for these activities. We have engaged Innisfree M&A Incorporated to assist in the solicitation of

proxies for a fee of $30,000 for services not yet contracted, plus reimbursement of reasonable expenses, and we have

agreed to indemnify Innisfree M&A Incorporated against certain losses, costs and expenses. We also will request persons,

firms and corporations holding shares in their names, or in the names of their nominees, that are beneficially owned by

others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners and will reimburse

such holders for their reasonable expenses in doing so.

Who can help answer my other questions?

If after reading this proxy statement you have more questions about the Annual Meeting or the proposals, you should

contact Innisfree M&A incorporated, our proxy solicitor, at:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

Shareholders Call Toll Free: (877) 750-8129

International Callers: +1 (412) 232-3651

Brokers and Banks Call: (212) 750-5833

Axon Enterprise, Inc. | 2026 Proxy Statement | 6

Table of Contents

GOVERNANCE

THE BOARD OF DIRECTORS

Role of the Board of Directors

The principal duties of the Board of Directors are to provide independent oversight of management and the Company's

strategic direction. The fundamental responsibility of the directors is to exercise their business judgment to act in what they

reasonably believe to be the best interest of the Company and its shareholders. The Board also oversees risk management

and succession planning, and upholds the integrity of the Company's financial reporting, disclosures, and compliance

programs. Our governance framework is designed to promote accountability, informed decision-making, and effective

oversight of strategy, performance, and risk.

Axon’s key governance documents, including our Corporate Governance Guidelines, are available at https://

investor.axon.com/Governance-Documents.

Director Nominations

Our Nominating and Corporate Governance Committee (the “NCG Committee”) is responsible for identifying, evaluating,

and recommending qualified director candidates to the Board for nomination and election at each annual meeting of

shareholders, with a focus on skills, experience, and expertise best suited to oversee the Company's strategy and operations.

The NCG Committee may consider candidates recommended by directors, management, or shareholders, and, at times,

may retain third-party search firms to assist in the identification and evaluation of candidates.

Shareholders who wish the NCG Committee to consider their recommendations for nominees for the position of director

should submit their recommendations in writing by mail to the NCG Committee, c/o Axon Enterprise, Inc., 17800 North

85th Street, Scottsdale, AZ 85255, in accordance with the procedures in our Bylaws. Recommendations by shareholders

that are made in accordance with these procedures will receive the same consideration by the NCG Committee as other

suggested nominees.

Qualifications for All Directors

In its assessment of each potential director nominee, including those recommended by shareholders, the NCG Committee

considers the potential nominee’s demonstrated skills, expertise, character, judgment, relevant functional and industry

experience, and whether they possess a high degree of business, financial, governmental, military and/or law enforcement,

technological, cybersecurity, risk oversight, corporate governance or human capital management acumen, independence,

and other factors the NCG Committee determines are pertinent in light of the current needs of the Board. The NCG

Committee also takes into account the ability of a potential director nominee to devote the time and effort necessary to

fulfill his or her responsibilities to the Board of Directors. The NCG Committee engages in regular succession planning for

the Board and key leadership roles on the Board. As part of this succession planning process, the NCG Committee

considers the experiential diversity and tenure of the current directors and the mix of backgrounds on the Board. While the

NCG Committee does not have a formal diversity policy, the Board believes that the Company benefits from a well-

rounded balance of varying qualifications, attributes, skills and experience in the composition of the Board.

The NCG Committee engages in ongoing succession planning for the Board and key Board leadership roles. In doing so,

the NCG Committee regularly reviews the Board’s composition in light of the skills, experience and other attributes that

will best position the Board to oversee the Company’s strategy and governance needs over time. This review is informed

by the Board’s self-evaluation process, anticipated Board transitions, and the Committee’s view of the qualifications and

experience most valuable in future director nominees. While the NCG Committee does not have a formal diversity policy,

the Board believes that the Company benefits from a well-rounded balance of varying qualifications, attributes, skills and

experience in the composition of the Board.

Axon Enterprise, Inc. | 2026 Proxy Statement | 7

Table of Contents

The NCG Committee’s process for identifying and evaluating director nominees is ongoing and typically involves

discussions among Committee members, review of information concerning potential candidates, interviews with selected

candidates, and, from time to time, engagement of third-party firms to assist in identifying, screening or evaluating

potential nominees.

Majority Voting Standard and Resignation Policy

Our Bylaws provide that we use a majority voting standard instead of a plurality voting standard in uncontested elections.

Under this standard, an uncontested director must receive a majority of the votes properly cast for and against such

nominee and, if they do not, they must tender their resignation for Board consideration. For contested elections where the

number of director nominees exceeds the number of Board seats open for election, each person nominated to be elected as

a director is elected by a plurality of the votes properly cast.

If an incumbent director receives less than a majority of the votes cast with respect to such director’s election in an

uncontested election, such director will promptly tender his or her resignation to the NCG Committee. No later than 90

days following the receipt of any such tendered resignation, (i) the Board will, taking into account any recommendation by

the NCG Committee, take formal action with respect thereto (which action may include accepting or rejecting such

tendered resignation, or taking other action considered appropriate) and (ii) the Company will publicly disclose the Board’s

decision and, in the event that the Board of Directors does not accept any such tendered resignation, the rationale for such

decision. The director who tenders his or her resignation will not participate in the recommendation of the NCG Committee

or the decision of the Board with respect to his or her resignation. The NCG Committee, in making any recommendation,

and the Board, in making any decision, may consider any factors or other information they consider appropriate or relevant.

If the Board accepts a tendered resignation, then the Board may fill the resulting vacancy or may decrease the size of the

Board.

Shareholder Engagement

The Board of Directors values ongoing dialogue with Axon’s shareholders and maintains a regular engagement program to

solicit feedback on key matters. Management, led by the Investor Relations team, engages regularly with investors and

analysts on strategy, financial and operating performance, and responds to inbound inquiries. Axon also conducts targeted

outreach on corporate governance topics, including executive compensation and governance practices, with appropriate

members of management, and, at times, members of the Board.

Feedback from these engagements is shared with the Board and helps inform its oversight of topics, such as executive

compensation, strategic priorities, disclosures, and Board composition. Axon also engages with shareholders in advance of

its annual meeting, as appropriate, to discuss matters subject to shareholder vote. These meetings strengthen Axon’s

relationships with our shareholders and reinforce our commitment to be responsive to their feedback.

Seeking feedback on our 2024 say-on-pay vote, we launched an expanded shareholder outreach initiative last year. Our

goal was to better understand shareholder concerns and gather input on desired changes to our executive compensation

program. Throughout 2025, we continued engaging with shareholders on executive compensation, corporate governance,

strategy, and Board composition. We solicited feedback from over 30 shareholders, representing greater than 40% of our

outstanding shares. These engagements were led by our Head of Investor Relations and included a Board member from the

Compensation Committee, as appropriate.

Axon Enterprise, Inc. | 2026 Proxy Statement | 8

Table of Contents

2025 Shareholder Engagement Outreach Efforts


Number of shareholders contacted:	Percent of Outstanding Shares Contacted:	Percent of Outstanding Shares Engaged:
>30	~60%	>40%

Board Governance Enhancements as a Result of Shareholder Feedback

Our Board strives to continually enhance our governance structures and adopt industry and market best practices.

Engagement with our shareholders and feedback from those conversations help to inform the Board’s decision-making in

implementing policies, practices and governance structures in line with investor expectations and those that enable

effective risk oversight at the Board level. Consistent with this approach, the Board has implemented the following policies

and Bylaw amendments in recent years as a result of shareholder feedback:

•establishing a Human Rights Policy that extends to our employees, officers, directors, partners, vendors, and

suppliers worldwide and is based on our goal of upholding the highest standards;

•refreshing our Board's tenure and term limits;

•enhancing our Political Contributions Policy and disclosures; and

•review of executive compensation structures, which are designed to retain and incentivize key talent for sustained

long-term shareholder value creation

Human Rights Policy

The Board formalized our Human Rights Policy to align with international standards, including the United Nations Guiding

Principles on Business and Human Rights. The policy reinforces Axon’s commitment to fair labor practices, non-

discrimination and ethical supply chain standards, including the prohibition of forced labor, human trafficking and child

labor. It also affirms the Company’s support for equal employment opportunities, freedom of association, and a diverse and

inclusive workplace. To strengthen compliance, Axon has established clear reporting mechanisms to address human rights

concerns and ensure accountability across our operations and supply chain. This policy reflects Axon’s dedication to

responsible business conduct and our mission to protect life with integrity and respect for human dignity.

Board Refreshment, Tenure, and Term Limits

The Board values the views and contributions of directors who bring newer perspectives, as well as those who offer deep

institutional knowledge of the Company’s business, governance, and strategy, developed over time. As part of the Board’s

ongoing refreshment efforts, four new directors have been added to the Board since 2023. In addition, as part of the process

to help facilitate a smooth transition of new directors that have been added since that time, and as previously announced in

8-K filings earlier this year, directors Julie Cullivan and Matthew McBrady will not stand for re-election and will serve

until their terms expire at the 2026 annual meeting. Both Ms. Cullivan and Mr. McBrady have shown deep commitment,

leadership, and contribution to the Board during their multi-year tenures.

To further our commitment to ensuring meaningful Board refreshment, the Company’s Corporate Governance Guidelines

implement a formal term limit (as defined below) for directors in order to ensure alignment of director qualifications,

attributes, skills, and experience with the Company’s evolving strategy. Each non-executive director of the Company must

submit a letter of resignation to the Chair of the NCG Committee upon reaching 20 continuous years of service as a

director of the Company or age 75 (the “term limit”), whichever occurs first, and each year thereafter, which letter of

resignation may be accepted or rejected by the Board in its sole discretion. Prior to August 2024, the term limit was the

earlier of 20 continuous years of service as a director of the Company or age 72 (the “prior term limit”).

Pursuant to the prior term limit, on February 27, 2024, Mr. Garnreiter provided his letter of resignation to the Chair of the

NCG Committee. After considering Mr. Garnreiter’s leadership roles as Chair of the Board and Audit Committee Chair,

particularly in light of the Company’s recent transition in independent registered public accounting firms, the NCG

Committee recommended to the Board that it decline Mr. Garnreiter’s offer to resign to provide additional time to plan for

his succession. On March 4, 2024, the Board determined to follow the NCG Committee’s recommendation, declined Mr.

Garnreiter’s offer to resign, and appointed Mr. Graham Smith as Audit Committee Chair to provide for a smooth future

transition. Pursuant to the revised term limit Mr. Garnreiter was not required to submit a letter of resignation in 2025.

Axon Enterprise, Inc. | 2026 Proxy Statement | 9

Table of Contents

Political Contributions Disclosures and Policy

Axon participates in the public policy process on issues relevant to its business, mission, and shareholders, in compliance

with applicable laws and regulations. The Board of Directors, through its Nominating and Corporate Governance

Committee, oversees Axon’s political spending activities. Axon has committed to provide annual updates regarding its

political contributions and related policies and practices. Any political contributions made with corporate funds are subject

to applicable law and require prior approval in accordance with Company policy and internal controls.

Other Governance Features

Our Board has previously adopted other policies, practices and governance structures that we believe are in line with

investor expectations, aligned with industry and market best practices and enable effective risk oversight at the Board level.

Director Commitments and Service on Other Boards

The Board of Directors recognizes the time commitment that service on a board of directors requires, as well as other

commitments applicable to the Company’s directors. The Company’s Corporate Governance Guidelines establish limits on

the number of boards on which our directors may serve. A director who is not a named executive officer of a public

company may serve on a total of four public company boards, including the Company’s Board. A director who is also a

named executive officer of a public company may serve on a total of two public company boards, including the Company’s

Board.

Proxy Access

Our Bylaws include a “proxy access” provision, which permits a shareholder, or a group of up to 20 shareholders, who own

3% or more of our voting stock continuously for at least three years, to nominate and include in our annual meeting proxy

materials director nominees constituting up to the greater of two directors or 20% of the Board, subject to certain

conditions and provided that the shareholder(s) and director nominee(s) satisfy all eligibility, procedural and disclosure

requirements specified in our Bylaws, including that each director nominee submitted through the proxy access provisions

must meet the qualifications to be an independent director.

Exclusive Forum

Our Bylaws provide as an exclusive forum (i) the Delaware Court of Chancery for certain types of actions and claims

(including derivative actions, actions asserting a claim of breach of fiduciary duty and actions against us arising pursuant to

the Delaware General Corporation Law or our organizational documents) and (ii) the federal district courts of the United

States for claims arising under the Securities Act of 1933, as amended (the “Securities Act”), in each case subject to certain

limitations. Our Board believes this provision is in the best interest of Axon and its shareholders. First, designating a forum

in which certain claims can be brought promotes the efficient resolution of such claims and reduces the likelihood of

duplicative lawsuits being brought in multiple jurisdictions. Further, the ability of plaintiffs to litigate claims governed by

Delaware law in courts other than the Delaware Court of Chancery may mean that claims are brought in courts that may

not apply Delaware law in the same manner as the Delaware Court of Chancery. The Delaware Court of Chancery’s

considerable expertise has led to the development of a substantial and influential body of case law interpreting Delaware

corporate law. We expect this will provide us and our shareholders with more consistency and predictability regarding the

outcome of corporate disputes, which can minimize the time, cost and uncertainty of litigation for all parties. Similarly, the

Board believes designating the federal district courts of the United States as the exclusive forum for claims brought under

the Securities Act prevents forum shopping of state courts by plaintiffs and facilitates review of Securities Act claims by

judges in federal courts that may have significant experience and expertise in adjudicating such claims. The exclusive

forum provision in our Bylaws does not apply to suits brought to enforce any liability, obligation or duty created by the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the extent such application would be contrary to

law.

Axon Enterprise, Inc. | 2026 Proxy Statement | 10

Table of Contents

Our Highly Qualified Board of Directors

The Board has identified particular qualifications, attributes, skills, expertise and experience that it believes are important

to be represented on the Board as a whole in order to advise and contribute to the execution of the Company’s strategic

objectives. Each Board member was selected in accordance with the process for identifying and evaluating director

nominees described above. Accordingly, the Board believes that each of the Company’s Board members brings a myriad of

qualifications, attributes, skills , expertise and experience that are a combined benefit to the Company and its shareholders.

While recognizing that any group of people is more than the sum of its parts, that biography does not always define identity

and that attempting to quantify diversity is an imperfect exercise in a world of unique individuals, we also acknowledge

and celebrate that our Board intentionally reflects a wide range of human experiences and identities.

Board Demographics

Our Board represents a range of highly relevant skills and experiences, coupled with diverse educations and backgrounds,

that enhance the Board’s collective perspective and decision-making, while providing for effective oversight of the

Company. The demographic information provided below is based on voluntary self-identification by each director

nominee.

27% Racially

Diverse

45% Women

Board Skills Matrix

Skills and Experience

Ayers

Brown

Cullivan

Garnreiter

Kalinowski

McBrady

Morgenfeld

Partovi

G. Smith

P. Smith

Williams

Total

CEO/senior executive

experience

•

Accounting/auditing

experience

•

Governmental,

regulatory and/or legal

experience

•

Military and/or law

enforcement experience

•

Technology expertise

•

Risk oversight and

management

•

Public company board

experience/corporate

governance

•

Human capital

management

•

Director since

2023

2020

2017

2006

2019

2016

2025

2010

2023

1993

2023

Axon Enterprise, Inc. | 2026 Proxy Statement | 11

Table of Contents

Directors and Director Nominees in 2026


	Erika Ayers Badan Director since 2023 Age: 50 Board Committee: Compensation Committee, Nominating and Corporate Governance Committee Other Public Companies Boards: None
Ms. Ayers Badan was Chief Executive Officer (“CEO”) of Food52 from April 2024 to February 2026 when it was sold to America’s Test Kitchen. Ms. Ayers Badan was previously CEO of Barstool Sports from 2016 through January 2024, during which time it experienced tremendous brand and business growth as one of the fastest-growing digital innovation, sports, entertainment and lifestyle media brands on the Internet. Prior to joining Barstool Sports, Ms. Ayers Badan held various executive roles at media platforms such as Microsoft Corporation, AOL, Leaf Group (formerly Demand Media, Inc.) and Yahoo! Inc. She has extensive experience in transforming start-up organizations into multi-industry operations. She was also part of two early stage start-ups in the fashion and music industry and sits on the advisory board of both Vice Media Group and the Premier Lacrosse League. Ms. Ayers Badan previously served on the board of directors of World Wrestling Entertainment, Inc. from October 2020 to September 2022. Ms. Ayers Badan holds a B.S. in Sociology from Colby College.