Xcel Brands (XELB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 10, 2024, with voting on director elections, executive compensation, advisory vote frequency, and auditor ratification.

• Shareholders of record as of October 15, 2024, are eligible to vote, with one vote per share and no preferred stock outstanding.

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

Voting matters and shareholder proposals

• Five directors are up for election to serve until the next annual meeting.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending a three-year interval.

• Ratification of Marcum LLP as the independent registered public accounting firm for 2024 is on the agenda.

• Shareholder proposals for the 2025 meeting must be submitted by June 25, 2025, following specific by-law procedures.

Board of directors and corporate governance

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

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

• Board diversity includes one female and four white directors, with one identifying as two or more races.

• Three standing committees: Audit, Compensation, and Nominating, each with written charters and independent members.

• Directors are compensated with cash, restricted stock, and options, with annual and per-meeting limits.