XpresSpa Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 13, 2023, Donald E. Stout, a member of the board of directors (the “Board”) of XWELL, Inc. (the “Company”), tendered his resignation from his position as a director and as a member of the Company’s audit, compensation and nominating and corporate governance committees, to be effective January 1, 2024. His decision to resign was not as a result of any disagreement with the Company or its management.
On December 13, 2023, the Board appointed Gaëlle S. Wizenberg as a member of the Board to fill the vacancy on the Board which will be created at the effective time of the resignation of Mr. Stout. Ms. Wizenberg was appointed to the Board of Directors pursuant to the power provided to the Board of Directors by the Company’s Bylaws, and her appointment will be effective on January 1, 2024, immediately following Mr. Stout’s resignation. Ms. Wizenberg is expected to stand for election by the Company’s stockholders at the 2024 Annual Meeting of Stockholders/Shareholders. The Board has not yet determined Ms. Wizenberg’s committee assignments.
The Board of Directors determined that Ms. Wizenberg was “independent” pursuant to the rules of the NASDAQ Stock Market and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.
Ms. Wizenberg is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Ms. Wizenberg and any other person pursuant to which Ms. Wizenberg was selected to serve as a director of the Company, nor is Ms. Wizenberg a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
The Company expects that Ms. Wizenberg’s compensation for serving as a non-employee director on the Board will be consistent with the Company’s non-employee director compensation program for fiscal year 2024. In addition, the Company expects to enter into an indemnification agreement with Ms. Wizenberg in substantially the form filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, filed on May 1, 2023. The indemnification agreement will be identical in all material respects to the indemnification agreements entered into with other Company directors.
The Company’s press release announcing Ms. Wizenberg’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits | ||
| 99.1 | Press Release dated December 15, 2023 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 15, 2023 | By: | /s/ Cara Soffer |
| Name: | Cara Soffer | |
| Title: | General Counsel | |