Xcel Brands (XELB) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 17, 2025, to vote on three key proposals: warrant exercise, reverse stock split, and potential adjournment.

• Only stockholders of record as of May 7, 2025, are eligible to vote; multiple voting methods are available.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock exceeding 19.99% upon warrant exercise, as required by Nasdaq rules.

• Proposal 2: Authorize a reverse stock split at a ratio between 1-for-2 and 1-for-5, at the Board's discretion, any time before March 25, 2026.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1 or 2.

• Each proposal requires a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board members and certain executives entered into support agreements to vote in favor of the warrant exercise proposal.

• Only business specified in the meeting notice will be conducted; no additional matters are planned.