XWELL (XWEL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 16, 2025, and will be held virtually to maximize shareholder participation and reduce costs.

• Shareholders of record as of July 25, 2025, are eligible to vote on several key proposals, including director elections, auditor ratification, executive compensation, board classification, a reverse stock split, 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 the frequency of say-on-pay votes, classifying the board into two classes, authorizing a reverse stock split, and permitting adjournment if needed.

• The reverse stock split proposal aims to maintain Nasdaq listing by increasing the share price, with a split ratio between 1-for-2 and 1-for-20 at the Board's discretion.

• The board classification proposal would stagger director terms to enhance continuity and deter hostile takeovers.

• Shareholders can vote by mail, phone, internet, or during the virtual meeting, with detailed instructions provided.

Board of directors and corporate governance

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

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

• The board separates the roles of Chairman and CEO and emphasizes risk oversight through its committees.

• No directors or executive officers have been involved in recent legal proceedings or have family relationships with each other.

• A Code of Conduct and Ethics is in place and available to shareholders.