12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:37
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 18, 2025, XWELL, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the eight proposals described below.
As of November 6, 2025, the record date for the Annual Meeting, there (i) were 5,766,703 shares of common stock, par value $0.01 per share (the "Common Stock") and (ii) 4,000 shares of Series G Preferred Stock (as defined herein), outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 4,049,638 (66.89%) of the total outstanding shares of common stock were represented in person or by proxy.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: The following five nominees were reelected to serve on the Company's Board of Directors (the "Board") until the 2026 Annual Meeting of Stockholders or until his or her respective successors have been duly elected and qualified, or until his or her earlier resignation or removal, having received the following votes:
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Ezra Ernst | 2,318,830 | 211,636 | 1,806,432 | |||||||||
| Bruce Bernstein | 2,052,900 | 477,565 | 1,806,432 | |||||||||
| Robert Weinstein | 1,943,374 | 587,092 | 1,806,432 | |||||||||
| Gaƫlle Wizenberg | 2,141,245 | 389,221 | 1,806,432 | |||||||||
| Michael Lebowitz | 1,965,501 | 564,965 | 1,806,432 | |||||||||
Proposal 2: The appointment of CBIZ CPAs, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, having received the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 3,641,953 | 378,367 | 29,317 | - | |||||||||||
Proposal 3: The compensation of the Company's named executive officers was approved, on a non-binding, advisory basis, having received the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,984,789 | 540,408 | 5,269 | 1,806,432 | |||||||||||
Proposal 4: The frequency of the Company's future non-binding advisory votes of the stockholders' approval of the executive compensation of the Company, was approved on a non-binding, advisory basis, for every three years, having received the following votes:
| Three Years | Two Years | One Year | Abstain | Broker Non-Votes | ||||||||||||||
| 1,470,510 | 12,899 | 860,169 | 186,888 | 1,806,432 | ||||||||||||||
Proposal 5: The amendmentto the Company's Certificate of Incorporation (as amended, the "Certificate of Incorporation") to classify the Board into two classes, with the directors in each class to serve staggered two-year terms, was not approved, having received the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,789,561 | 721,530 | 19,375 | 1,806,432 | |||||||||||