Xcel Brands (XELB) Proxy Filing summary

Executive summary

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

• Shareholders of record as of October 8, 2025, are eligible to vote, with one vote per share and no cumulative voting rights.

• Proxy materials are provided via a notice and access model, with online and mail voting options.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, approve an increase in shares under the 2021 Equity Incentive Plan from 400,000 to 1,150,000, and ratify Wolf & Company, PC as the independent auditor for 2025.

• The board unanimously recommends voting FOR all proposals.

• No dissenters' rights of appraisal are available for these matters.

Board of directors and corporate governance

• The board consists of five members, with a majority deemed independent under NASDAQ rules.

• All board committees (Audit, Compensation, Nominating) are composed of independent directors.

• The CEO also serves as Chairman, with independent directors meeting in executive session.

• Board diversity matrix discloses gender and demographic backgrounds.

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