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Xcel Brands, Inc.

NASDAQ:XELB
Annual Meeting

of Shareholders

MEETING DATE

12/18/2026
DEF 14A FILED
11/03/2026
PUBLISHED
11/03/2026 12:58 am
TIME TO PUBLISH
11/05/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:XELB · CUSIP 98400M200 · CLASS common stock · CIK 0001083220

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

4
FOR
0
AGAINST
0
WITHHOLD
4
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Election of five directors
board
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

All five nominees are current directors and were recommended by the Nominating Committee.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To Ratify the appointment of Wolf & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026
auditor
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee determined the auditor services were compatible with maintaining the firm’s independence.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To approve the amended and restated 2021 Plan increasing the number of shares authorized under the plan from 1,150,000 to 1,800,000
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

As of the record date, 58,688 shares remained available for awards under the 2021 Plan.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
To approve the issuance in excess of 19.99% of the Company’s outstanding common stock upon the conversion of certain secured promissory notes upon an event of default under such notes.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Approval is required under Nasdaq rules for issuance above 19.99% upon secured note conversion after default.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

58e6e700615f9f08ea729c8447baf94bdfd1c9c385ab4ae6674f8fee8a3ab92c

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