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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2022

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware

    

001-37527

    

76-0307819

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1333 Broadway, New York, New York

10018

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (347) 727-2474

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

XELB

NASDAQ Global Select Market

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Stockholders held on November 18, 2022, the stockholders of the Company entitled to vote at the meeting voted to (i) elect the six individuals named below to serve as directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2023 and until their successors have been duly elected and qualified, and (ii) approve to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. A total of 13,850,501 shares were voted.

1)

The votes cast by stockholders with respect to the election of directors were as follows:

Names of Nominees

  

Number of Votes For

 

  

Number of
Votes Withheld

 

  

Broker Non-Votes

Robert W. D’Loren

  

10,384,511

87,906

3,378,084

Mark DiSanto

  

10,192,985

279,432

3,378,084

James Fielding

10,221,634

250,783

3,378,084

Michael Francis

  

10,384,532

87,885

3,378,084

Howard Liebaum

  

10,272,583

199,834

3,378,084

Deborah Weinswig

10,379,984

92,433

3,378,084

3)

The votes cast by stockholders with respect to the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows:

13,411,693 shares FOR the proposal, 418,713 shares AGAINST the proposal and 20,095 ABSTENTIONS.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XCEL BRANDS, INC.

(Registrant)

By:

/s/ James F. Haran

Name:

James F. Haran

Title:

Chief Financial Officer

Date: November 18, 2022

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