UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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 4, 2016
DESTINATION XL GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 01-34219 | 04-2623104 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer 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
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 Instructions A.2. below):
¨ | 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)) |
ITEM 5.02- DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 4, 2016, Destination XL Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the adoption of the Company’s 2016 Incentive Compensation Plan (the “2016 Plan”). The 2016 Plan became effective on August 4, 2016, the date of stockholder approval.
For a description of the material features of the 2016 Plan see “Proposal 2 – To Approve the Adoption of the Company’s 2016 Incentive Compensation Plan –Summary of the 2016 Incentive Compensation Plan” on pages 37 through 44 of the Company’s Definitive Proxy Statement on Schedule 14A filed on June 27, 2016 in connection with the Annual Meeting. Such description, which is qualified in its entirety by reference to the 2016 Plan, as approved by the Company’s Board of Directors and stockholders, is filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 5.07- Submission of Matters to a Vote of Security Holders.
Set forth below are the matters submitted at the Annual Meeting by the Board of Directors 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 ten directors to hold office until the 2017 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 |
Seymour Holtzman | 40,009,948 | 806,653 | 4,277 | 5,221,466 |
David A. Levin | 40,532,126 | 285,069 | 3,682 | 5,221,467 |
Alan S. Bernikow | 39,786,938 | 1,029,562 | 4,377 | 5,221,467 |
Jesse Choper | 40,045,006 | 771,494 | 4,377 | 5,221,467 |
John E. Kyees | 40,526,990 | 289,610 | 4,277 | 5,221,467 |
Willem Mesdag | 40,503,849 | 313,150 | 3,878 | 5,221,467 |
Ward K. Mooney | 40,492,372 | 324,128 | 4,377 | 5,221,467 |
George T. Porter, Jr. | 40,491,180 | 325,820 | 3,877 | 5,221,467 |
Mitchell S. Presser | 39,523,926 | 1,293,074 | 3,877 | 5,221,467 |
Ivy Ross | 40,538,423 | 278,577 | 3,877 | 5,221,467 |
Proposal 2: Approval of the 2016 Plan.
The 2016 Plan was approved based upon the following votes:
| | | | |
| FOR | AGAINST | ABSTAIN | Broker Non-Votes |
| 32,760,037 | 8,052,213 | 8,626 | 5,221,468 |
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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 |
| 36,126,409 | 4,675,878 | 18,590 | 5,221,467 |
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 January 28, 2017 was ratified based upon the following votes:
| | | | |
| FOR | AGAINST | ABSTAIN | |
| 45,893,286 | 146,148 | 2,910 | |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| |
Exhibit No. | Description |
| |
10.1 | Destination XL Group, Inc.’s 2016 Incentive Compensation Plan |
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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 hereunto duly authorized.
| | | |
| | | DESTINATION XL GROUP, INC. |
Date: | August 8, 2016 | By: | /s/ Robert S. Molloy |
| | | Robert S. Molloy |
| | | Senior Vice President, General Counsel and Secretary |
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Exhibit Listing
| |
Exhibit No. | Description |
| |
10.1 | Destination XL Group, Inc.’s 2016 Incentive Compensation Plan |
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