8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 29, 2023

Date of Report (date of earliest event reported)

XPEL, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38858		20-1117381
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
711 Broadway St., Suite 320		78215
San Antonio	Texas
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (210) 678-3700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	XPEL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2023, the Board of Directors of XPEL, Inc. (the “Company”) appointed Mr. John North to the Board of Directors (the “Board”) of the Company with immediate effect. In accordance with the Company’s Amended and Restated Bylaws, Mr. North will serve as a director until the Company’s Annual Meeting of Stockholders to be held in May of 2024 (the “Annual Meeting”).

Mr. North will be covered by the Company’s standard director indemnification Insurance and will receive compensation as a non-employee director in accordance with the compensation program for non-employee directors approved by the Compensation Committee that will consist of: (i) an annual cash retainer, prorated for 2023 from the effective date of his appointment; and (ii) an annual grant of restricted stock units, pro-rated from the effective date of his appointment until the next annual award effective in May 2024. As of the date of this report, the Board has not approved any committee assignments for Mr. North. The Company will file an amendment to this Form 8-K once the Board approves such assignments.

A copy of the Company’s press release announcing Mr. North’s appointment to the Company’s Board is attached as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

On August 29, 2023, the Company issued a press release announcing the appointment of Mr. John North to the Company’s Board. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is to be filed as part of this Form 8-K

EXHIBIT NO.	IDENTIFICATION OF EXHIBIT
99.1	The Press Release dated August 29, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XPEL, Inc.
Dated: August 29, 2023	By: /s/ Babatunde Awodiran
	Babatunde Awodiran
	Senior Vice President, General Counsel & Secretary

EX-99.1

XPEL Announces Appointment of John North to Board of Directors North adds significant automotive and financial experience to XPEL Board San Antonio, TX – August 29, 2023 – XPEL, Inc. (Nasdaq: XPEL), a global provider of protective films and coatings, announced today the appointment of John North to its Board of Directors. Mr. North has a deep knowledge of the automo�ve industry with proven experience in global retail opera�ons, finance, acquisi�ons and integra�ons. Mr. North currently serves as CEO of Lazydays (NASDAQ: LAZY), a $1.3 billion leader in the RV industry providing sales, service, and ownership experiences. He previously served as CFO of global auto reseller Copart, Avis Budget Group and Lithia Motors, America’s largest automo�ve retail group. While at Lithia Motors, Mr. North helped successfully manage the company’s financial transforma�on as Lithia grew from $2.1 billion in revenue in 2010 to ~$12.0 billion in 2018. During that period, Lithia integrated over 100 acquisi�ons ranging from single-point loca�ons to top 10 US dealer groups. Ryan Pape, President and Chief Executive Officer of XPEL stated, “We are pleased to add John to XPEL’s Board of Directors. His financial acumen and deep understanding of the automotive retail business adds even more real-world experience to our board, and I look forward to working with John as we continue to grow our organization.” John North commented, “I’m thrilled to join the XPEL board and to be affiliated with the leader in the automotive protective film industry. I’m very familiar with their product offerings, and they truly lead in product innovation, customer service and dealer support. I look forward to contributing my experience and expertise to help the Company continue to drive outstanding performance for its customers and its shareholders.” This appointment is effective immediately. # # # About XPEL, Inc. XPEL is a leading provider of protective films and coatings, including automotive paint protection film, surface protection film, automotive and architectural window films, and ceramic coatings. With a global footprint, a network of trained installers and proprietary DAP software, XPEL is dedicated to exceeding customer expectations by providing high-quality products, leading customer service, expert technical support and world-class training. XPEL, Inc. is publicly traded on Nasdaq under the symbol “XPEL”.

For more information, contact: XPEL Investor Relations: John Nesbett/Jennifer Belodeau IMS Investor Relations Phone: (203) 972-9200 Email: xpel@imsinvestorrelations.com

XML

Cover	Aug. 29, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 29, 2023
Entity Registrant Name	XPEL, INC.
Amendment Flag	false
Entity Central Index Key	0001767258
Soliciting Material	false
City Area Code	(210)
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	XPEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Local Phone Number	678-3700
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38858
Entity Tax Identification Number	20-1117381
Entity Address, Postal Zip Code	78215
Entity Address, Address Line One	711 Broadway St., Suite 320
Entity Address, State or Province	TX
Entity Address, City or Town	San Antonio