8-K
DESTINATION XL GROUP, INC. (DXLG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): August 03, 2023 |
|---|
DESTINATION XL GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 01-34219 | 04-2623104 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 555 Turnpike Street | ||
| Canton, Massachusetts | 02021 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 781 828-9300 | ||
| --- |
(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<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | DXLG | The Nasdaq Stock Market LLC |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 3, 2023, the Company held its Annual Meeting. Set forth below are the matters submitted at the Annual Meeting by the Board of Directors of the Company to a vote of stockholders and the final results of the voting for each proposal.
Proposal 1: Election of Directors.
The Company’s stockholders elected seven directors to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The results of the voting were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|
| Harvey S. Kanter | 49,885,417 | 236,620 | 18,509 | 5,066,063 | ||||
| Carmen R. Bauza | 49,635,666 | 321,887 | 182,993 | 5,066,063 | ||||
| Jack Boyle | 49,639,033 | 318,709 | 182,804 | 5,066,063 | ||||
| Lionel F. Conacher | 49,415,223 | 542,440 | 182,883 | 5,066,063 | ||||
| Willem Mesdag | 49,808,985 | 328,027 | 3,534 | 5,066,063 | ||||
| Ivy Ross | 49,675,939 | 281,519 | 183,088 | 5,066,063 | ||||
| Elaine K. Rubin | 49,619,959 | 337,595 | 182,992 | 5,066,063 |
Proposal 2: Advisory Vote on Frequency of Advisory Votes on Compensation of Executive Officers.
Stockholders recommended, by a non-binding advisory vote, for the “one-year” option with respect to holding advisory votes on the compensation of the Company’s named executive officers:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | Broker Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|---|
| 47,457,027 | 5,685 | 1,382,995 | 1,295,518 | 5,065,384 |
Proposal 3: Advisory Vote on Compensation of Named Executive Officers.
The compensation of the Company's named executive officers was approved by a non-binding advisory vote based upon the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 48,322,218 | 519,722 | 1,298,606 | 5,066,063 |
Proposal 4: Ratification of Appointment of Independent Registered Public Accountants.
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending February 3, 2024 was ratified based upon the following votes:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 54,929,732 | 90,532 | 185,665 | 680 |
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 thereunto duly authorized.
| DESTINATION XL GROUP, INC. | |||
|---|---|---|---|
| Date: | August 4, 2023 | By: | /s/ Robert S. Molloy |
| Robert S. Molloy<br>General Counsel and Secretary |