DESTINATION XL GROUP, INC.
For the period ended Aug 7, 2025. Filed Jun 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 7, 2025 · Filed Jun 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Notice of Annual Meeting of Stockholders
to be held on August 7, 2025
Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Destination XL Group, Inc. (the “Company”) will be held at the corporate offices of the Company, 555 Turnpike Street, Canton, Massachusetts 02021, at 11:30 A.M. local time on Thursday, August 7, 2025 for the following purposes:
To elect seven directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.
To approve, on an advisory basis, named executive officer compensation.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026.
To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
These proposals are more fully described in the Proxy Statement following this Notice.
The Board of Directors recommends that you vote (i) “FOR” the election of all seven nominees to serve as directors of the Company, (ii) “FOR” the approval, on an advisory basis, of named executive officer compensation, and (iii) “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026.
Along with the attached Proxy Statement, we are sending you a copy of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
The Board of Directors has fixed the close of business on June 13, 2025 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting. A list of the stockholders of record as of the close of business on June 13, 2025 will be available for inspection by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices, 555 Turnpike Street, Canton, Massachusetts 02021, beginning on July 23, 2025 and at the Annual Meeting.
Stockholders are cordially invited to attend the Annual Meeting in person. Regardless of whether you plan to attend the Annual Meeting, please mark, date, sign and return the enclosed proxy to ensure that your shares are represented at the Annual Meeting.
By order of the Board of Directors,
/s/ ROBERT S. MOLLOY
ROBERT S. MOLLOY
Secretary
Canton, Massachusetts
June 30, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on August 7, 2025: The Proxy Statement and 2025 Annual Report to Stockholders are available at:
https://investor.dxl.com/financial-information/annual-reports
TABLE OF CONTENTS
| Page | |
|---|---|
| Information About the Annual Meeting and Voting | 1 |
| Proposal 1: Election of Directors | 3 |
| Corporate Governance | 6 |
| Director Compensation | 11 |
| Compensation Discussion and Analysis | 12 |
| Compensation Committee Report | 23 |
| Executive Compensation | 24 |
| Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation | 40 |
| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 41 |
| Report of the Audit Committee | 42 |
| Security Ownership of Certain Beneficial Owners | 43 |
| Security Ownership of Management | 44 |
| Where You Can Find More Information | 45 |
| Solicitation | 45 |
| Delivery of Documents to Stockholders Sharing an Address | 45 |
| Stockholder Proposals | 45 |
| Stockholder Communications with the Board of Directors | 46 |
| Other Matters | 46 |
555 Turnpike Street
Canton, Massachusetts 02021
(781) 828-9300
Proxy Statement
Annual Meeting of Stockholders
August 7, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.