Not independent
Tenure on this board
1.7 yrs
5 nominees · 9 ballot items.
XWELL, Inc.’s 2025 Annual Meeting will consider nine proposals: (1) Director Election Proposal; (2) Auditor Ratification Proposal; (3) Say-on-Pay Proposal; (4) Say-on-Frequency Proposal; (5) Board Classification Proposal; (6) Reverse Stock Split Proposal; (7) Issuance Proposal; (8) Adjournment Proposal; and (9) Other Matters. The Board unanimously recommends stockholders vote FOR the Director Election Proposal, the Auditor Ratification Proposal, the Say-on-Pay Proposal, the Board Classification Proposal, the Reverse Stock Split Proposal, the Issuance Proposal, and the Adjournment Proposal, and EVERY THREE YEARS for the Say-on-Frequency Proposal. For the ninth proposal (Other Matters), no specific recommendation is stated here.
Election of five named directors to serve until the 2026 annual meeting (directors elected by a plurality of votes; broker non-votes may occur for non-routine matters).
Ratify CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Advisory, non-binding vote on the compensation of the named executive officers as disclosed in the proxy statement.
Advisory vote on the frequency of future say-on-pay votes (annual, two years, or three years); the Board recommends every three years.
Amend the Certificate of Incorporation to classify the Board into two classes with staggered two-year terms.
Amend the Certificate of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-20, at the Board’s discretion (to maintain Nasdaq listing).
Issuance of additional shares underlying Series G Preferred Stock, amended Series A/B warrants, and senior notes under the Exchange Agreement; Nasdaq Rule 5635(d) compliance; issuance could exceed 20% of outstanding common stock.
Authorize the adjournment of the Annual Meeting to a later date to permit further solicitation and vote if necessary.
Transact such other business as may properly come before the Annual Meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 1.0% | 81,990 | $94K |
| 2 | JANE STREET GROUP, LLC | 0.9% | 79,679 | $92K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 57,527 | $66K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 51,310 | $59K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.3% | 23,380 | $27K |
| 6 | MORGAN STANLEY | 0.2% | 19,186 | $22K |
| 7 | STATE STREET CORP | 0.2% | 16,144 | $19K |
| 8 | UBS Group AG | 0.1% | 12,087 | $14K |
| 9 | Integrated Wealth Concepts LLC | 0.1% | 10,352 | $12K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 9,997 | $11K |
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