UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On August 22, 2023, XWELL, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the five proposals described below.
As of the record date for the Annual Meeting, there were 83,418,535 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 44,983,080 (53.9%) 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:
Item 1: The following five nominees were reelected to serve on the Company’s Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal, having received the following votes:
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Scott R. Milford | 12,042,587 | 9,790,979 | 23,149,514 | |||||||||
| Bruce T. Bernstein | 5,268,455 | 16,565,111 | 23,149,514 | |||||||||
| Robert Weinstein | 5,111,712 | 16,721,854 | 23,149,514 | |||||||||
| Donald E. Stout | 5,281,946 | 16,551,620 | 23,149,514 | |||||||||
| Michael Lebowitz | 11,466,064 | 10,367,502 | 23,149,514 | |||||||||
Item 2: The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, having received the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 31,646,581 | 10,570,087 | 2,766,412 | — | |||||||||||
Item 3: The amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio of between 1-for-8 and 1-for-20 was approved, having received the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 27,828,655 | 17,078,796 | 75,629 | — | |||||||||||
Item 4: The compensation of the Company’s named executive officers was not approved, on an advisory basis, by stockholders, having received the following votes:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 3,865,299 | 17,154,880 | 813,387 | 23,149,514 | |||||||||||
Item 5: The proposal to approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve Items 2 through 4 was not approved, having received the following votes:
| For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 17,865,717 | 25,662,441 | 1,454,922 | — | |||||||||||
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: August 25, 2023 | By: | /s/ Scott R. Milford |
| Name: | Scott R. Milford | |
| Title: | Chief Executive Officer | |