XWELL (XWEL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 18, 2025, with stockholders able to vote electronically or by proxy.

• Stockholders of record as of November 6, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, board classification, a reverse stock split, share issuance, and potential adjournment.

• The Board unanimously recommends voting in favor of all proposals and for a triennial (every three years) say-on-pay frequency.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying CBIZ CPAs P.C. as auditor, approving executive compensation, setting say-on-pay frequency, classifying the board, authorizing a reverse stock split, approving share issuance for convertible securities, and allowing adjournment if needed.

• The reverse stock split proposal seeks flexibility for a 1-for-2 to 1-for-20 split to maintain Nasdaq listing.

• The issuance proposal covers potential dilution from convertible preferred stock, warrants, and notes, requiring shareholder approval under Nasdaq rules.

• The board classification amendment would create two classes of directors with staggered two-year terms.

• The Board recommends a vote of "every three years" for future say-on-pay votes.

Board of directors and corporate governance

• The board consists of five members, with a majority qualifying as independent under Nasdaq standards.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Strategic Affairs, and a Finance Subcommittee.

• All committees are chaired by independent directors, and the board separates the roles of Chairman and CEO.

• The board met 15 times in 2024, with high attendance among directors.

• The company has a Code of Conduct and Ethics applicable to all employees and directors.