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XWELL, Inc.

NASDAQ:XWEL
Annual Meeting

of Shareholders

MEETING DATE

10/28/2026
DEF 14A FILED
10/08/2026
PUBLISHED
10/08/2026 12:44 am
TIME TO PUBLISH
10/10/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:XWEL · CUSIP · CLASS common stock, par value $0.01 per share · CIK 0001410428

RECONCILED · MIXED

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

3
FOR
1
AGAINST
0
WITHHOLD
4
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Sale Proposal. To consider and vote upon a proposal to approve and adopt the Securities Purchase Agreement, dated as of July 6, 2026, by and among the Company, XpresSpa Holdings, LLC, XpresTest, Inc., and Express Wellness Group, LLC, and to approve the sale of all of the Company’s equity interests in the Divestiture Companies on the terms and conditions set forth in the Purchase Agreement.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Board unanimously approved the agreement, and Roth opined the consideration was fair financially.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Compensation Proposal. To approve, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Sale.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The filing discloses the compensation and equity treatment related to the sale.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Incentive Plan Proposal. To approve the increase of the number of shares of Common Stock reserved for issuance under the XWELL, Inc. 2020 Plan from 3,125,000 to 4,346,134.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Board states remaining shares are insufficient for future granting needs under the plan.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Adjournment Proposal. To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional votes in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the foregoing proposals.
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states adjournment could seek changed votes after stockholders already voted against the sale.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

036e8330a833dadd8c54caeae17de3851cd911dc38efb1715e03f6721de15d46

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