Current Report Filing (8-k)
19 November 2022 - 07:19AM
Edgar (US Regulatory)
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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)
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Delaware
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001-37527
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76-0307819
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification No.)
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1333 Broadway, New
York, New York
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10018
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(Address of Principal Executive
Offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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XELB
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NASDAQ Global Select Market
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Item 5.07
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Submission of Matters to a Vote of
Security Holders.
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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.
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1)
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The votes cast by stockholders with respect to the election of
directors were as follows:
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Names of Nominees
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Number of Votes For
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Number of
Votes Withheld
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Broker Non-Votes
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Robert W. D’Loren
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10,384,511
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87,906
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3,378,084
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Mark DiSanto
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10,192,985
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279,432
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3,378,084
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James Fielding
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10,221,634
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250,783
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3,378,084
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Michael Francis
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10,384,532
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87,885
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3,378,084
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Howard Liebaum
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10,272,583
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199,834
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3,378,084
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Deborah Weinswig
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10,379,984
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92,433
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3,378,084
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3)
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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:
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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.
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XCEL BRANDS, INC.
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(Registrant)
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By:
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/s/ James F. Haran
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Name:
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James F. Haran
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Title:
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Chief Financial Officer
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Date: November 18, 2022
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