false 0001410428 0001410428 2024-09-20 2024-09-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): September 20, 2024

 

XWELL, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-34785   20-4988129
(Commission File Number)   (IRS Employer Identification No.)

 

254 West 31st Street, 11th Floor, New York, New York   10001
(Address of Principal Executive Offices)   (Zip Code)

 

(212) 750-9595

(Registrant’s Telephone Number, Including Area Code)

 

(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:

 

¨ 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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   XWEL   The Nasdaq Stock 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.

 

On September 20, 2024, XWELL, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals described below.

 

As of the record date for the Annual Meeting, there were 5,256,024 shares of common stock, par value $0.01 per share, outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 2,957,805 (56.3%) 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 four nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the 2025 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  
Bruce T. Bernstein     1,558,274       387,552       1,011,979  
Robert Weinstein     1,561,795       384,031       1,011,979  
Gaëlle Wizenberg     1,751,692       194,136       1,011,977  
Michael Lebowitz     1,722,334       223,494       1,011,977  

 

As previously reported, on September 5, 2024, subsequent to the filing of the Company’s Definitive Proxy Statement on Schedule 14A, Scott R. Milford resigned as the Company’s Chief Executive Officer, effective as of September 4, 2024, and as a director of the Board and all committees thereto, effective as of September 21, 2024. In connection with Mr. Milford’s resignation from the Board, Mr. Milford’s name was withdrawn as a director nominee for re-election to the Board at the Annual Meeting, and any votes cast with respect to the election of Mr. Milford were not counted for any purpose.

 

Proposal 2: The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified, having received the following votes:

 

For     Against     Abstentions     Broker Non-Votes  
  2,588,500       335,539       33,766       -  
                             

 

Proposal 3: The compensation of the Company’s named executive officers was approved, on an advisory basis, having received the following votes:

 

For     Against     Abstentions     Broker Non-Votes  
  1,440,521       478,335       26,971       1,011,978  
                             

 

Proposal 4: The Company’s Tax Benefits Preservation Plan, dated August 16, 2024, between the Company and Equiniti Trust Company, LLC, as Rights Agent, was ratified, having received the following votes:

 

For     Votes Against     Abstentions     Broker Non-Votes  
  1,762,495       153,660       29,672       1,011,978  
                             

 

 

 

 

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.

 

  XWELL, Inc.
     
Date: September 23, 2024 By: /s/ Ezra T. Ernst
  Name: Ezra T. Ernst
  Title: President and Chief Executive Officer

 

 

 

 

v3.24.3
Cover
Sep. 20, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 20, 2024
Entity File Number 001-34785
Entity Registrant Name XWELL, Inc.
Entity Central Index Key 0001410428
Entity Tax Identification Number 20-4988129
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 254 West 31st Street
Entity Address, Address Line Two 11th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10001
City Area Code 212
Local Phone Number 750-9595
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol XWEL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
XWELL (NASDAQ:XWEL)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more XWELL Charts.
XWELL (NASDAQ:XWEL)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more XWELL Charts.