XCEL BRANDS, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

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

At the Company's Annual Meeting of Stockholders held on September 30, 2020, the stockholders of the Company entitled to vote at the meeting voted to (i) elect the six individuals named below to serve as directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2021 and until their successors have been duly elected and qualified, and (ii) approve to ratify the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

1) The votes cast by stockholders with respect to the election of directors were

   as follows:




                                                 Number of
   Names of Nominees    Number of Votes For    Votes Withheld    Broker Non-Votes
   Robert W. D'Loren             11,091,299           107,895           3,665,814
   Mark DiSanto                  10,923,718           275,476           3,665,814
   James Fielding                10,925,226           273,968           3,665,814
   Michael Francis               11,091,091           108,103           3,665,814
   Howard Liebaum                11,087,941           111,253           3,665,814
   Deborah Weinswig              11,091,395           107,799           3,665,814

The votes cast by stockholders with respect to the ratification of the 2) appointment of CohnReznick LLP as the Company's independent registered public

   accounting firm for the fiscal year ending December 31, 2020 were as follows:

14,837,825 shares FOR the proposal, 1,745 shares AGAINST the proposal and 25,438 ABSTENTIONS.

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