Proxy Results Form 8 K

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On September 20, 2024, XWELL, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the four proposals described below.

As of the record date for the Annual Meeting, there were 5,256,024 shares of common stock, par value $0.01 per share, outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 2,957,805 (56.3%) of the total outstanding shares of common stock were represented in person or by proxy.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: The following four nominees were reelected to serve on the Company's Board of Directors (the "Board") until the 2025 Annual Meeting of Stockholders or until his or her respective successors have been duly elected and qualified, or until his or her earlier resignation or removal, having received the following votes:

Name		For			Withheld			Broker Non-Votes
Bruce T. Bernstein			1,558,274				387,552				1,011,979
Robert Weinstein			1,561,795				384,031				1,011,979
Gaëlle Wizenberg			1,751,692				194,136				1,011,977
Michael Lebowitz			1,722,334				223,494				1,011,977

As previously reported, on September 5, 2024, subsequent to the filing of the Company's Definitive Proxy Statement on Schedule 14A, Scott R. Milford resigned as the Company's Chief Executive Officer, effective as of September 4, 2024, and as a director of the Board and all committees thereto, effective as of September 21, 2024. In connection with Mr. Milford's resignation from the Board, Mr. Milford's name was withdrawn as a director nominee for re-election to the Board at the Annual Meeting, and any votes cast with respect to the election of Mr. Milford were not counted for any purpose.

Proposal 2: The appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified, having received the following votes:

For			Against			Abstentions			Broker Non-Votes
	2,588,500				335,539				33,766				-

Proposal 3: The compensation of the Company's named executive officers was approved, on an advisory basis, having received the following votes:

For			Against			Abstentions			Broker Non-Votes
	1,440,521				478,335				26,971				1,011,978

Proposal 4: The Company's Tax Benefits Preservation Plan, dated August 16, 2024, between the Company and Equiniti Trust Company, LLC, as Rights Agent, was ratified, having received the following votes:

For			Votes Against			Abstentions			Broker Non-Votes
	1,762,495				153,660				29,672				1,011,978

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