XWELL (XWEL) Proxy Filing summary

Executive summary

• Focused on expanding airport and off-airport wellness services, investing in technology, and right-sizing operations to drive profitability and growth over the next fiscal year.

• Secured $1.4 million in new funding through a registered direct offering at a premium to market, strengthening financial position.

• Resolved a proxy contest and related litigation with CPC Pain & Wellness SPV, LLC, which withdrew its director nominations and lawsuit.

Voting matters and shareholder proposals

• Proposals include: election of five directors, ratification of Marcum LLP as auditor, advisory vote on executive compensation, and ratification of a Tax Benefits Preservation Plan.

• Board unanimously recommends voting FOR all proposals and nominees.

• Only stockholders of record as of August 19, 2024, are entitled to vote at the virtual meeting on September 20, 2024.

Board of directors and corporate governance

• Board consists of five members, with a majority qualifying as independent under Nasdaq rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Strategic Affairs, all chaired by independent directors.

• Board diversity enhanced with the appointment of Gaëlle Wizenberg in response to shareholder feedback.

• Board leadership structure separates Chairman and CEO roles to enhance risk oversight.