Xcel Brands (XELB) investor relations material

Executive summary

• Annual meeting set for Dec. 18, 2026; agenda covers five director seats, auditor ratification, equity-plan expansion, secured-note conversion shares and other proper business.

• Board unanimously recommends FOR all four listed proposals and each director nominee.

Voting matters and shareholder proposals

• Stockholders of record on Oct. 27, 2026 may vote one vote per share; approval of each listed proposal requires a majority of shares present and entitled to vote.

• Proposal III would add 650,000 shares to the 2021 Plan reserve, increasing it from 1,150,000 to 1,800,000; only 58,688 shares remained available for awards as of the record date.

• Proposal IV seeks approval for note conversions beyond the 19.99% exchange cap following default; rejection would prevent full conversion and could cause substantial additional costs and expenses.

• Full note conversion, excluding accrued interest, at the assumed $0.28798 conversion price could add ~10.5 million shares and dilute existing holders; sales could also adversely affect the share price.

• Proposals for inclusion in the 2027 proxy must be received by July 6, 2027; other meeting nominations and business are subject to bylaw notice and information requirements.

Board of directors and corporate governance

• Five current directors are nominated for annual terms; four directors are independent, and all Audit, Compensation and Nominating Committee members meet applicable independence standards.

• CEO Robert W. D’Loren also serves as Board Chair; the Board cites unified leadership, while independent committees and executive sessions provide management oversight.

• Board held three meetings in 2025; each director attended at least 75% of Board and committee meetings applicable to them.

• Stockholder-recommended director candidates receive the same consideration as committee nominees when submissions meet the stated qualification and notice requirements; no formal diversity policy is in place.