XWELL (NASDAQ: XWEL) adopts yearly say-on-pay advisory vote plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

XWELL, Inc. filed an amended report to clarify how often it will hold advisory stockholder votes on executive compensation, known as Say-on-Pay Votes. After stockholders indicated a preference for annual votes at the December 18, 2025 Annual Meeting, the board decided on April 9, 2026 to hold these votes every year.

The board plans to re-evaluate this annual frequency after the next stockholder advisory vote on Say-on-Pay frequency, expected at the 2031 Annual General Meeting of Stockholders unless the matter is presented earlier.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Annual Meeting date: December 18, 2025 Board decision date: April 9, 2026 Planned re-evaluation year: 2031

3 metrics

Annual Meeting date December 18, 2025 Date of Annual General Meeting where stockholders expressed preference on Say-on-Pay frequency

Board decision date April 9, 2026 Date XWELL’s board determined Say-on-Pay Votes will be held every year

Planned re-evaluation year 2031 Year of next planned stockholder advisory vote on Say-on-Pay frequency at the Annual General Meeting

Key Terms

Say-on-Pay Vote, stockholder advisory vote, Annual General Meeting of Stockholders, Emerging growth company, +1 more

5 terms

Say-on-Pay Vote financial

"how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Vote(s)”)"

stockholder advisory vote financial

"the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation"

Annual General Meeting of Stockholders financial

"the Company’s Annual General Meeting of Stockholders held on December 18, 2025 (the “Annual Meeting”)"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 5.07 regulatory

"in accordance with Item 5.07(d) of Form 8-K"

Understanding 8-K Material Events →

04/10/2026 - 05:28 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of the Securities Exchange Act Of 1934

Date of report (Date of earliest event reported): December 18, 2025

XWELL, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34785		20-4988129
(Commission File Number)		(IRS Employer Identification No.)

254 West 31^st Street, 11^thFloor, New York, New York		10001
(Address of Principal Executive Offices)		(Zip Code)

(212) 750-9595

(Registrant’s Telephone Number, Including Area Code)

(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:

	¨	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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		XWEL		The Nasdaq Stock Market

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. ¨

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of XWELL Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on December 18, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s Annual General Meeting of Stockholders held on December 18, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Vote(s)”) in accordance with Item 5.07(d) of Form 8-K. No other changes have been made to the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the frequency of future Say-on-Pay Votes, the Company’s stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year. On April 9, 2026, the Company’s board of directors considered the outcome of this advisory vote and determined that future Say-on-Pay Votes will be conducted every year. The Company’s board of directors will re-evaluate this determination after the next stockholder advisory vote on the frequency of Say-on-Pay Votes (which will be at the 2031 Annual General Meeting of Stockholders, unless presented earlier).

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: April 10, 2026	By:	/s/ Ezra T. Ernst
	Name:	Ezra T. Ernst
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What decision did XWELL (XWEL) make about future Say-on-Pay Votes?

XWELL’s board decided that future Say-on-Pay Votes will be held every year. This follows stockholders’ preference expressed at the December 18, 2025 Annual Meeting, where an advisory vote supported an annual frequency for these executive compensation votes.

How did XWELL (XWEL) stockholders influence the Say-on-Pay frequency decision?

At the December 18, 2025 Annual Meeting, XWELL stockholders cast an advisory vote favoring annual Say-on-Pay Votes. On April 9, 2026, the board considered this outcome and chose to adopt an annual schedule for these advisory votes on executive compensation.

When will XWELL (XWEL) re-evaluate its Say-on-Pay vote frequency?

XWELL’s board plans to re-evaluate the annual Say-on-Pay frequency after the next advisory vote on frequency. This is expected at the 2031 Annual General Meeting of Stockholders, unless the matter is brought to stockholders earlier for consideration.

What is a Say-on-Pay Vote at XWELL (XWEL)?

At XWELL, a Say-on-Pay Vote is a stockholder advisory vote to approve the compensation of the company’s named executive officers. It is non-binding but gives the board feedback on how investors view executive pay practices and decisions.

Why did XWELL (XWEL) file an amended Form 8-K?

XWELL filed an amendment solely to disclose its decision on how frequently it will conduct future Say-on-Pay Votes. No other changes were made to the original report that had presented final voting results from the December 18, 2025 Annual Meeting.

Filing Exhibits & Attachments

3 documents