Xcel Brands (XELB) investor relations material

Executive summary

• Annual meeting scheduled for Dec. 18, 2026; record date Oct. 27, 2026. Board unanimously recommends FOR all four listed proposals and the five director nominees.

• Proposals cover director elections, Wolf & Company, PC auditor ratification, a 650,000-share increase to the 2021 Plan, and issuance above 19.99% of common stock upon default-related note conversion.

Voting matters and shareholder proposals

• Five incumbent directors are nominated for one-year terms: Robert W. D’Loren, Mark DiSanto, James Fielding, Howard Liebman, and Deborah Weinswig.

• Ratification seeks approval of Wolf & Company, PC for FY2026; the Audit Committee may change auditors during the year if it considers a change in stockholders’ interests.

• The 2021 Plan proposal would raise shares reserved for awards from 1,150,000 to 1,800,000; the Board cites recruitment, retention, and incentives for growth and profitability.

• Director elections require a majority of votes cast by shares present and entitled to vote; the other proposals require a majority of shares present and entitled to vote.

Board of directors and corporate governance

• Four directors—Liebman, DiSanto, Fielding, and Weinswig—are deemed independent; all standing committees consist solely of independent directors.

• CEO Robert W. D’Loren also serves as Board Chair; the Board supports unified leadership, has no lead independent director, and relies on independent committees and executive sessions for oversight.

• In 2025, the Board held three meetings; directors each attended at least 75% of relevant Board and committee meetings. The Audit Committee held four meetings; the other two committees acted by written consent.