Xcel Brands (XELB) Proxy filing summary

Executive summary

• 2026 annual meeting set for Dec. 18 at 12:00 p.m. local time; Oct. 19 record date, with one vote per share.

• Agenda covers five director elections, auditor ratification, expansion of the 2021 Plan, and approval of potential default-triggered note conversions above Nasdaq’s 19.99% threshold.

Voting matters and shareholder proposals

• Board unanimously recommends FOR all five nominees: Robert W. D'Loren, Mark DiSanto, James Fielding, Howard Liebman, and Deborah Weinswig.

• Board recommends FOR ratifying Wolf & Company, PC for FY2026 and increasing the 2021 Plan reserve by 650,000 shares, from 1,150,000 to 1,800,000.

• Board recommends FOR issuance above 19.99% of outstanding common stock upon conversion of secured notes following an event of default.

• Each proposal requires a majority of shares present or represented by proxy and entitled to vote; abstentions count against the note-issuance proposal.

Board of directors and corporate governance

• Four of five directors are independent; all members of the Audit, Compensation, and Nominating committees are independent.

• CEO Robert W. D'Loren also serves as Board chair; no lead independent director, while independent directors meet in executive session.

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

• Nominating Committee considers eligible stockholder-recommended candidates on the same basis as its own candidates; selection weighs business and financial acumen, industry knowledge, governance experience, and varied perspectives.