XWELL (XWEL) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 10, 2025, to be held virtually, enabling electronic participation and voting for all stockholders.

• Proxy materials distributed primarily via Internet to reduce costs and environmental impact, with paper copies available upon request.

• Board recommends voting in favor of all proposals, including stock issuance, board classification, equity plan amendment, auditor ratification, and adjournment.

Voting matters and shareholder proposals

• Proposal to authorize issuance of common stock underlying Series G Preferred Stock and warrants, potentially exceeding 20% of outstanding shares, to comply with Nasdaq rules.

• Proposal to amend Certificate of Incorporation to classify the Board into two classes with staggered two-year terms.

• Proposal to amend the 2020 Equity Incentive Plan, increasing reserved shares by 2,500,000 to 3,125,000 and raising the annual director award limit to $750,000.

• Proposal to ratify CBIZ CPAs P.C. as independent auditor for fiscal year 2025.

• Proposal to adjourn the meeting if necessary to solicit additional votes.

• Board recommends a vote “FOR” all proposals.

Board of directors and corporate governance

• Board currently consists of five members, all elected to one-year terms; proposed amendment would create two classes with staggered two-year terms.

• Board believes classification will enhance continuity, stability, and negotiation leverage in potential acquisition scenarios.

• Board reserves the right to abandon the classification even if approved by stockholders.