Xcel Brands (XELB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 3, 2025, with voting on director elections, equity plan amendment, and auditor ratification.

• Shareholders of record as of October 10, 2025, are eligible to vote, with one vote per share and no cumulative voting rights.

• Proxy materials are distributed primarily via the notice and access model to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, amending the 2021 Equity Incentive Plan to increase reserved shares from 400,000 to 1,150,000, and ratifying Wolf & Company, PC as the independent auditor for 2025.

• The board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by June 16, 2026, following specific by-law requirements.

Board of directors and corporate governance

• The board consists of five members, with a majority meeting NASDAQ independence requirements.

• The CEO also serves as chairman, with all board committees composed of independent directors.

• Three standing committees: Audit, Compensation, and Nominating, each operating under written charters.

• Board diversity matrix and director qualifications are disclosed, emphasizing integrity, business acumen, and industry expertise.

• Directors are encouraged to attend all meetings; all attended at least 75% of meetings in 2024.