XWELL (XWEL) Proxy Filing summary

Executive summary

• Focused on expanding wellness services both in and outside airports, leveraging technology and automation, and growing biosurveillance operations in partnership with the CDC and Ginkgo Bioworks.

• Strategic priorities include right-sizing the airport portfolio, accelerating off-airport growth, international expansion, cost reduction, and process simplification to achieve profitability.

• Strengthened financial position through a $1.4 million direct offering at a premium to market, welcoming new investors.

• 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 director nominees and proposals.

• Only stockholders of record as of August 19, 2024, are entitled to vote at the virtual annual 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.

• Recent addition of Gaëlle Wizenberg to enhance board diversity and expertise.

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

• Board leadership structure separates Chairman and CEO roles, with risk oversight delegated to committees.