XCel Brands, Inc.

Regulatory Filings • Dec 7, 2023

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): December 6, 2023

XCEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-37527		76-0307819
(State or Other Jurisdiction of Incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)
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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))

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

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	XELB	NASDAQ Capital Market

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Stockholders held on December 6, 2023, the stockholders of the Company entitled to vote at the meeting voted to (i) elect the five individuals named below to serve as directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2024 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, 2023.

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		11,878,384	​	​	262,652	​	​	2,529,226	​
Mark DiSanto		11,778,966	​	​	362,070	​	​	2,529,226	​
James Fielding	​	11,804,682	​	​	336,354	​	​	2,529,226	​
Howard Liebman	​	11,796,145	​	​	344,891	​	​	2,529,226	​
Deborah Weinswig		11,878,512	​	​	262,524	​	​	2,529,226	​

2) 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, 2023 were as follows:

14,623,950 shares FOR the proposal, 39,211` shares AGAINST the proposal and 7,101 ABSTENTIONS.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

XCEL BRANDS, INC. — (Registrant)			​ — ​
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By:	/s/ James F. Haran		​
​	Name:	James F. Haran	​
​	Title:	Chief Financial Officer	​

Date: December 7, 2023