XCel Brands Files Proxy Statement for Annual Meeting

TL;DR

XCel Brands DEF 14A filed. Proxy for annual meeting, director votes up for grabs.

AI Summary

XCel Brands, Inc. filed a definitive proxy statement (DEF 14A) on February 14, 2025, for its annual meeting. The filing concerns the solicitation of proxies for the election of directors and other corporate matters. The company is incorporated in Delaware and headquartered at 1333 Broadway, New York, NY.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including director elections and proposals, allowing them to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating any immediate financial distress or significant operational changes.

Key Numbers

• 20250214 — Filing Date (The date the definitive proxy statement was filed with the SEC.)
• 20250312 — Period of Report (The period for which the proxy statement is relevant, typically related to the annual meeting date.)

Key Players & Entities

• XCel Brands, Inc. (company) — Registrant
• 1333 Broadway, New York, NY (location) — Business Address
• NETFABRIC HOLDINGS, INC (company) — Former Company Name
• HOUSTON OPERATING CO (company) — Former Company Name

FAQ

Key Financial Figures

• $1.00 — mmon stock had closed below the minimum $1.00 per share requirement for continued inc

Filing Documents

• tmb-20250312xdef14a.htm (DEF 14A) — 230KB
• tmb-20250312xdef14a_bg001.jpg (GRAPHIC) — 184KB
• tmb-20250312xdef14a_bg002.jpg (GRAPHIC) — 115KB
• 0001558370-25-000966.txt ( ) — 644KB

From the Filing

DEF 14A 1 tmb-20250312xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Section 240.14a-12 Xcel Brands, Inc. Name of Registrant as Specified in Its Charter (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No Fee Required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Xcel Brands, Inc. 555 Seventh Avenue, 11 Floor New York, NY 10018 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 12, 2025 To the Stockholders of Xcel Brands, Inc. You are cordially invited to attend a special meeting of stockholders of Xcel Brands, Inc. (the "Special Meeting") to be held on March 12, 2025, beginning at 11:00 a.m. Eastern Time, at the Company's offices at 550 Seventh Avenue, 11th Floor, New York, NY 10018 to consider and act upon the following matters: (1) To adopt and approve an amendment to our Amended and Restated Certificate of Incorporation (as amended, the "Restated Certificate of Incorporation") to effect a reverse stock split of our issued shares of common stock at a ratio within the range of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Chairman of our Board of Directors, without further approval or authorization of our stockholders (the "Reverse Split Proposal") (2) To adopt and approve an amendment to our Restated Certificate of Incorporation to decrease the number of authorized shares of our capital stock from 51,000,000 to 16,000,000 and the number of authorized shares of our common stock from 50,000,000 to 15,000,000 (the "Authorized Shares Proposal"); and (3) To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of the Reverse Split Proposal or the Authorized Shares Proposal (the "Adjournment Proposal"). Your vote is very important. Whether or not you plan to attend the meeting in person, we will appreciate a prompt submission of your vote. We hope to see you at the meeting. Only stockholders of record at the close of business on February 7, 2025 are entitled to receive the notice of and to vote at the special meeting or any postponements or adjournments thereof. A printed copy of our proxy materials, including a proxy card, is being mailed to our stockholders on or about February 18, 2025 and sent by e-mail to our stockholders who have opted for such means of delivery on or about February 18, 2025. If you are a stockholder of record, you may vote or submit a proxy in one of the following ways: Submit a proxy over the Internet prior to the Special Meeting , by visiting www.cstproxy.vote.com (have your proxy card in hand to access the website); Submit a proxy by Telephone , by calling the toll-free number 1-800-590-6903 (have your proxy card in hand when you call); Submit a proxy by Mail , if you received a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided. In person while attending the Special Meeting : You may vote in person during the Special Meeting. If you choose to vote in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.cstproxyvote.com or request a paper copy of the materials which will contain the appropriate instructions. If your shares are held in "street name," meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow to vote your shares. PLEASE NOTE THAT ATTENDANCE AT THE SPECIAL MEETING WILL BE LIMITED TO STOCKHOLDERS OF THE COMPANY AS OF THE RECORD DATE (OR THEIR AUTHORIZED REPRESENTATIVES) HOLDING EVIDENCE OF OWNERSHIP. IF YOUR SHARES ARE HELD BY A BANK OR BROKER, PLEASE BRING TO THE SPECIAL MEETING YOUR BANK OR BROKER STATEMENT EVIDENCING YOUR BENEFICIAL OWNERSHIP OF THE COMPANY'S STOCK TO GAIN ADMISSION TO THE MEETING. By Order of the Board of Directors, /s/ Robert W. D'Loren Robert W. D'Loren Chairman of the Board of Directors, Chief Executive Officer and President February 14, 2025 2 XCEL BRANDS, INC. PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 12, 2025 The Board of D

View Full Filing

View this DEF 14A filing on SEC EDGAR