Xwell Inc.

12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:37

Proxy Results (Form 8-K)

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
Xwell Inc. published this content on December 18, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 18, 2025 at 21:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]