Xcel Brands (XELB) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 15, 2026; Oct. 19, 2026 record-date holders may vote on five directors, auditor ratification, and a 650,000-share increase to the 2021 Plan.

• The Board unanimously recommends FOR all five director nominees and both proposals; the Board reports 6,908,839 common shares outstanding, with one vote per share.

Voting matters and shareholder proposals

• Proposal I elects Robert W. D'Loren, Mark DiSanto, James Fielding, Howard Liebman, and Deborah Weinswig to serve until the next annual meeting; the Board recommends FOR each nominee.

• Proposal II seeks ratification of Wolf & Company, PC for FY ending Dec. 31, 2026; the Board recommends FOR, while the Audit Committee retains authority to change auditors during FY26.

• Proposal III seeks stockholder approval to increase 2021 Plan shares from 1,150,000 to 1,800,000; the Board cites recruitment, retention, and incentives as reasons and recommends FOR.

• Directors are elected by a majority of shares present and entitled to vote; each other listed proposal requires a majority of shares present and entitled to vote.

Board of directors and corporate governance

• Five incumbent nominees are proposed for annual election; four directors—Liebman, DiSanto, Fielding, and Weinswig—are determined independent under Nasdaq rules.

• The CEO also serves as Board chair; the Board cites unified leadership, while independent directors meet in executive session and all Board committees comprise independent directors.

• Audit, Compensation, and Nominating committees are composed solely of independent directors; the Audit Committee financial expert is Howard Liebman.

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

• Stockholders may recommend director candidates for equal consideration if submissions meet stated information and notice requirements; no formal Board diversity policy is in place.