SECURITIES AND EXCHANGE COMMISSION
Section 13 or 15(d) of the
Exchange Act of 1934
of report (Date of earliest event reported): July 10, 2018
XCEL BRANDS, INC.
(Exact Name of Registrant as Specified in
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|1033 Broadway, New York, NY
|(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including
(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 (see General Instruction A.2. below):
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))
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).
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. ¨
|Item 5.02||Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers’ Arrangements of Certain Officers
On July 10, 2018, Richard Kirschenbaum resigned as
a director of Xcel Brands, Inc. (the “Company”).
On July 11, 2018, James D. Fielding was appointed
as a director of the Company and to the Compensation Committee of the Board of Directors.
James D. joined
our Board July 11, 2018. Since January 1, 2017, Mr. Fielding currently has served as President Consumer Products and Innovation
at Twentieth Century Fox Film Corporation and Fox Network Group, one of the major American film studios. A 25-year veteran in the
consumer retail space, Fielding previously served as the Global Head of Consumer Products for Dreamworks Animation and Awesomeness
TV. Prior to that, Fielding served as the CEO of Claire’s Stores Inc., where he oversaw strategic growth and international
development for the retail chain’s 3,000-plus stores worldwide. Previously, he was the President of Disney Stores Worldwide,
a role in which he led a $1.2 billion global business that operated 360 stores in 12 countries, as well as the DisneyStore.com
e-commerce business. Prior to his 11-year tenure at the Walt Disney Company, Fielding served as General Merchandise Manager for
the co-ed division of Lands’ End. He previously held several key roles in the merchandising world at companies such as the
Gap, the J. Peterman Company and Dayton-Hudson.
|Item 9.01||Financial Statements and
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.
|XCEL BRANDS, INC.
||/s/ James F. Haran
||James F. Haran
||Chief Financial Officer
Date: July 16, 2018