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 30, 2020

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. [ ]

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

 

 

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

XELB

NASDAQ Global Select Market


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

At the Company’s Annual Meeting of Stockholders held on September 30, 2020, 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 2021 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, 2020.

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

11,091,299

107,895

3,665,814

Mark DiSanto

10,923,718

275,476

3,665,814

James Fielding

10,925,226

273,968

3,665,814

Michael Francis

11,091,091

108,103

3,665,814

Howard Liebaum

11,087,941

111,253

3,665,814

Deborah Weinswig

11,091,395

107,799

3,665,814

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, 2020 were as follows:

14,837,825 shares FOR the proposal, 1,745 shares AGAINST the proposal and 25,438 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: October 2, 2020