SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January
XCEL BRANDS, INC.
(Exact Name of Registrant as Specified in
(State or Other Jurisdiction of Incorporation)
475 10th Avenue, 4th Floor, New York, NY
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including
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 (see General Instruction
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to
a Vote of Security Holders.
On January 24, 2103,
Amendment No. 1, dated as of December 17, 2012 (the “Amendment”), to the Amended and Restated Employment Agreement,
dated as of February 21, 2012, by and among Xcel Brands, Inc., a Delaware corporation (the “Company”), and Robert W.
D’Loren, Chairman and Chief Executive Officer of the Company, became effective. The Amendment was previously approved by
the unanimous consent of the Company’s board of directors and the written consent of a majority of the Company’s stockholders.
Approval of the Amendment
required the affirmative vote of the holders of a majority of the voting power of the Company. Stockholders holding at least a
majority of the voting rights of the issued and outstanding common stock of the Company (the “Common Stock”) voted
in favor of the Amendment and had sufficient voting power to approve such Amendment through their ownership of Common Stock. The
Company has no class of voting stock outstanding other than the Common Stock. There were 7,399,979 shares of Common Stock issued
and outstanding and each share of Common Stock was entitled to one vote. Accordingly, the votes or written consents of stockholders
holding at least 3,699,990 shares of the Common Stock were necessary to implement the Amendment.
The following table
lists the shares of Common Stock voted in favor of the Amendment and the percentage of the Common Stock issued and outstanding
represented by such shares.
||Number of Shares Beneficially Owned|| ||
||Percentage of Class Beneficially Owned|| |
|Irrevocable Trust of Rose Dempsey||
|| ||526,283|| ||
|Robert W D’Loren||
|| ||697,932|| ||
|| ||1,428,049|| ||
|| ||500,744|| ||
|James F. Haran||
|| ||314,400|| ||
|| ||256,360|| ||
|| ||78,910|| ||
|| ||3,802,678|| ||
* Less than 1%.
Accordingly, at least
a majority of the outstanding shares of Common Stock approved the Amendment.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned thereunto duly authorized.
||XCEL BRANDS, INC.|
||/s/ James F. Haran|
||Name: James F. Haran|
Title: Chief Financial Officer
Date: January 24, 2013