XWELL Inc. filed SEC Form 8-K: Shareholder Director Nominations
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Item 5.08 Shareholder Director Nominations
On November 6, 2025, the Board of Directors of XWELL, Inc. (the “Company”) determined that the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) will be held on Thursday, December 18, 2025 at 10:00 a.m. (Eastern Time). The location of the 2025 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission (the “SEC”).
Due to the fact that the date of the 2025 Annual Meeting has been changed by more than 30 days from the anniversary date of the 2025 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.
In accordance with the requirements contained in the Company’s Third Amended and Restated Bylaws (“Bylaws”), stockholders of the of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), must ensure that such proposal is received by the Company’s Corporate Secretary at 254 West 31st Street, 11th Floor, New York, New York, not later than the close of business on the later of November 17, 2025, which is the 10th calendar date following the date hereof. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting.
Additionally, in accordance with the requirements contained in the Bylaws, stockholders of the Company who wish to bring business before the 2025 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s Bylaws) is received by the Company’s Chief Executive Officer at the address specified above no later than the close of business on November 17, 2025, which is the 10th calendar date following the date hereof. Any such proposal must meet the requirements set forth in the Company’s Bylaws in order to be brought before the 2025 Annual Meeting.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by November 17, 2025, which is the 10th calendar date following the date hereof.
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: November 7, 2025 | By: | /s/ Ezra T. Ernst |
| Name: | Ezra T. Ernst | |
| Title: | President and Chief Executive Officer | |