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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

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A Letter from Axon CEO, Rick Smith

Fellow shareholders,

As I reflect on 2024, I’m reminded why our mission to protect life is both urgent and timeless.

Across the world, headlines remain heavy—marked by conflict, extremism, injustice, and violence that leave lasting

impacts on communities everywhere. It would be easy to accept this as our inevitable future as global attention shifts

toward economics and trade.

Yet, at Axon, we remain grounded in a different belief: that technology, built with humanity at its core, can forge a better

future. We see this not only as our opportunity, but as our responsibility—our north star—guiding us as we boldly go. We

are thinking bigger, challenging the status quo, and building for a future others may not yet imagine.

In 2024, we began to show what that world can look like—at scale.

A New Era in Public Safety Technology

Our vision of a world where bullets are obsolete, where communities are safer, and where the tools of empathy,

transparency, and accountability take precedence over force is not a utopia but a possible reality. A new era in public safety

is here—powered by artificial intelligence, real-time data, and expanded human reach.

TASER has evolved from a device into a platform—the global standard in de-escalation—gaining adoption and redefining

what’s possible in the field. Now, inextricably linked with our VR training tools, this platform delivers a safer, more

effective alternative to lethal force than ever before.

We continue to invest in this platform, focused on improving performance and ability to achieve a successful connection.

Alongside a suite of AI-powered adaptive training solutions designed to prepare officers for the most dynamic and high-

pressure scenarios, TASER and Axon VR training technology is changing the game.

Our cameras and sensors are now real-time intelligence tools—streaming live video, enabling two-way communication,

and automating evidence workflows. Paired with Fusus, these devices plug into an expansive ecosystem of sensor data that

enhances response times and decision-making. Adoption continues to accelerate—not only across law enforcement, but

also in enterprise and commercial safety applications.

Axon is further harnessing the reach of this vast ecosystem of sensors with the power of AI—reducing administrative

workloads, accelerating outcomes, and freeing critical resources. Draft One is now the fastest-adopted software solution in

Axon history, and we’re just getting started.

What comes next will drive us even further. We’ve introduced the AI Era Plan, a suite of tools we will release over the

coming year to help agencies act faster, more effectively, and with greater precision. We are turning our body-worn

cameras into intelligent virtual assistants—freeing officers from the administrative burdens that distract from their mission

to protect and serve, and our roadmap continues to grow.

Further, robotics and drones are extending officers’ eyes and ears—providing critical context from a safe distance before

action is taken. With our acquisition of Dedrone and partnership with Skydio, our Drone as First Responder solution

further enhances real-time operational efficiency and brings this once-futuristic technology to life. By sending a drone to

the scene of a call before an officer arrives, we are enhancing safety, accelerating response, and giving agencies more

options in critical moments.

Together, these tools are becoming mission critical at times that matter most. They signal a powerful shift from reactive

tactics to proactive intelligence in the field. We are no longer just equipping first responders—we are advancing how they

operate.

Results That Reflect Our Mission

Axon’s momentum isn’t just about innovation—it’s backed by strong execution. In 2024, we achieved record revenue of

$2.1 billion, our third consecutive year of 30%+ revenue growth.

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Our subscription-based model is deepening long-term visibility, strengthening our financial foundation, and fueling

continued reinvestment in the business. We delivered net income of $377 million (18.1% margin) and Adjusted EBITDA

of $521 million (25.0% margin). Our 2024 revenue and margin performance reflect achievement of previously stated

targets one full year ahead of our goal.

Looking ahead, we remain committed to delivering durable, profitable growth with a growing opportunity set ahead of us

that is represented by a $129 billion total addressable market.

What’s Next

I believe this is just the beginning of the story we will write at Axon. Our vision extends far beyond the verticals and

solutions we serve today. Public safety is undergoing a generational shift—Axon is leading the way.

We are investing more this year than ever before—and we’ll invest even more in the years ahead. Our team is growing, our

global profile is stronger than ever, and we remain focused on deep alignment with our customers. It is our mission and

theirs: to protect life.

To our employees, customers, and shareholders, thank you—for believing in our mission, for pushing us to innovate, and

for holding us accountable to delivering real impact.

We’re not just building a business. We’re solving problems that matter.

Let’s keep moving forward, together.

The best is yet to come.

-Rick

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BUSINESS HIGHLIGHTS

Axon Enterprise, Inc. (“Axon,” the “Company,” “we” or “us”) is a technology leader in global public safety. In 2022, we

announced our moonshot goal to cut gun-related deaths between police and the public in the United States in half by 2033.

Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud

software solutions that not only supports modern policing but also cater to federal agencies, corrections, justice and

enterprise-level security needs. Axon’s suite includes cloud-hosted digital evidence management solutions, productivity

and real-time operations software, body cameras, in-car cameras, TASER energy devices, drone and robotic security, and

training solutions.

Key Performance Highlights(1)

•Annual revenue surpassed $2 billion to mark our third consecutive year of 30%+ annual growth; reached annual

revenue goal one year ahead of target

•Annual net income of $377 million supported Adjusted EBITDA of $521 million

•Acquired Fusus and Dedrone to support our customers' desire for integrated product platforms

•Surpassed 1 million software users of our digital evidence management system.

Revenue

Total company revenue of $2.1 billion in 2024 achieved through compound annual revenue growth of 34% from 2021.

Profitability Measures

Adjusted EBITDA margin of 25% reached previously communicated target one year ahead of plan; over 500 basis points

of expansion over 2 years.

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CORPORATE GOVERNANCE HIGHLIGHTS



Board	Governance Oversight		Shareholder Rights & Engagement


•Independent board leadership •Majority independent board •Directors with a wide range of expertise and multi-faceted backgrounds •Regular board refreshment—three 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

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AXON ENTERPRISE, INC.

17800 North 85th Street

Scottsdale, Arizona 85255

_____________________________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 29, 2025

_____________________________________________________

To our Shareholders:

The 2025 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 29, 2025. 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/AXON2025. 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 2025.

Only shareholders of record of the Company’s common stock at the close of business on March 31, 2025 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.

Axon Enterprise, Inc. | 2025 Proxy Statement | 1

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AXON ENTERPRISE, INC.

17800 North 85th Street

Scottsdale, Arizona 85255

_________________________________________________________

PROXY STATEMENT FOR 2025 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 2025 Annual Meeting of

Shareholders (the “Annual Meeting”), which will take place virtually at 1:00 p.m. Pacific time on Thursday, May 29, 2025.

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, 2025 (the “Record Date”), and submit your questions during the live webcast by visiting

www.virtualshareholdermeeting.com/AXON2025. 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, 2025.

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, 2024 (the “2024 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 (“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, 2025, 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. | 2025 Proxy Statement | 2

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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 2025	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 77,848,148 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.

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If I am a shareholder of record of the Company’s shares, how do I vote?

There are multiple ways to vote:

: Via the Internet. If you received a Notice, you may vote via the Internet:

Before the Meeting: until 11:59 p.m. Eastern time on May 28, 2025, visit www.proxyvote.com and enter

the control number found in the Notice.

During the Meeting: visit www.virtualshareholdermeeting.com/AXON2025 and enter the control

number found in the Notice.

( By telephone. If you received or requested printed copies of the proxy materials by mail, until 11:59 p.m.

Eastern time on May 28, 2025, you may vote by calling the toll-free number found on the proxy card.

, By mail. If you received or requested printed copies of the proxy materials by mail, you may vote by

filling out the proxy card and returning it in the envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

Your broker or bank will send you instructions on how to vote. There are multiple ways to vote:

: Via the Internet. If you received a Notice, you may vote via the Internet:

Before the Meeting: until 11:59 p.m. Eastern time on May 28, 2025, visit www.proxyvote.com and enter

the control number found in the Notice.

During the Meeting: visit www.virtualshareholdermeeting.com/AXON2025 and enter the control number

found in the Notice.

( By telephone. If you received or requested printed copies of the proxy materials by mail, until 11:59 p.m.

Eastern time on May 28, 2025, you may vote by calling the toll-free number found on the Voting Instruction Card.

, By mail. If you received or requested printed copies of the proxy materials by mail, you may vote by

filling out the Voting Instruction Card and returning it in the envelope provided.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on

your proxy card or on your Voting Instruction Card. If your shares are held in street name, you should contact your broker

or bank to obtain your 16-digit control number or otherwise vote through your broker or bank. Only shareholders with a

valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions and access the list of

shareholders as of the close of business on the Record Date for the Annual Meeting.

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.

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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 2025) 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.

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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 an estimated fee of $15,000 with the option for additional fees up to $20,000 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. | 2025 Proxy Statement | 6

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GOVERNANCE

THE BOARD OF DIRECTORS

Role of the Board of Directors

The principal duties of the Board of Directors are to oversee management and evaluate strategy. 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. Our governance structures are designed to foster disciplined actions, effective

decision-making and appropriate oversight of both performance and compliance.

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 and

evaluating nominees for the position of director and for recommending to the Board a slate of nominees for election at each

annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders or, in

some cases, by a third-party firm engaged by the NCG Committee.

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 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 such

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’s process for identifying and evaluating potential director nominees typically involves a series of

internal discussions, review of information concerning candidates and interviews with selected candidates. From time to

time, the Company has paid third-party firms to identify or assist in identifying 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

Axon Enterprise, Inc. | 2025 Proxy Statement | 7

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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.

Board Governance Enhancements Over the Last Year

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 since our 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), including:

•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; and

•refreshing our Board’s tenure and term limits

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 contributions of both newer perspectives as well as directors who have developed, over a period of

time, an increased understanding of, and insight into, the governance and business of the Company and the issues

confronting it. 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, 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 limits, Mr. Garnreiter was not required to submit a letter of resignation in 2025.

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.

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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.

Our Highly Qualified Board of Directors

The Board has identified particular qualifications, attributes, skills 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 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

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

nominee.

50% Women

30% Racially

Diverse

Board Skills Matrix


Skills and Experience	Ayers	Brown	Cullivan	Garnreiter	Kalinowski	McBrady	Partovi	G. Smith	P. Smith	Williams	Total
CEO/senior executive experience	•	•	•	•	•	•	•	•	•	•	10
Accounting/auditing experience				•				•			2
Governmental, regulatory and/or legal experience						•				•	2
Military and/or law enforcement experience										•	1
Technology expertise	•	•	•		•		•	•	•		7
Cybersecurity experience			•								1
Risk oversight and management	•	•	•	•		•	•	•	•		8
Public company board experience/corporate governance	•	•	•	•				•			5
Human capital management			•								1
Director since	2023	2020	2017	2006	2019	2016	2010	2023	1993	2023

Director Nominees in 2024


	Erika Ayers Badan Director since 2023 Age: 49 Board Committee: NCG Committee Other Public Companies Boards: None
Ms. Ayers Badan was appointed Chief Executive Officer (“CEO”) of Food52 in April 2024. 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 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 and Psychology from Colby College.