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 12, 2019  
 
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. [ ]




At the Company’s Annual Meeting of Stockholders held on September 12, 2019, 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 2020 and until their successors have been duly elected and qualified, and (ii)  approve to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
 
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
 
10,909,523
 
 
 
148,064
 
 
 
4,265,842
 
 
Mark DiSanto
 
10,478,563
 
 
 
579,024
 
 
 
4,265,842
 
 
James Fielding
 
10,923,273
 
 
 
134,314
 
 
 
4,265,842
 
 
Michael Francis
 
10,923,273
 
 
 
134,314
 
 
 
4,265,842
 
 
Howard Liebaum
 
10,478,563
 
 
 
579,024
 
 
 
4,265,842
 
 
Deborah Weinswig
 
10,665,344
 
 
 
392,243
 
 
 
4,265,842
 
 
 
 
2)
The votes cast by stockholders with respect to the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 were as follows:
15,296,933 shares FOR the proposal, 174,240 shares AGAINST the proposal and 9,256 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: September 12, 2019