0001564590-18-021254.txt : 20180810 0001564590-18-021254.hdr.sgml : 20180810 20180810144813 ACCESSION NUMBER: 0001564590-18-021254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180809 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180810 DATE AS OF CHANGE: 20180810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DESTINATION XL GROUP, INC. CENTRAL INDEX KEY: 0000813298 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042623104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34219 FILM NUMBER: 181008403 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818215900 MAIL ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: CASUAL MALE RETAIL GROUP INC DATE OF NAME CHANGE: 20020821 FORMER COMPANY: FORMER CONFORMED NAME: DESIGNS INC DATE OF NAME CHANGE: 19920703 8-K 1 dxlg-8k_20180809.htm 8-K_ANNUAL MEETING RESULTS dxlg-8k_20180809.htm

 

  

 

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 9, 2018

 

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

Not Applicable

(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 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))

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 9, 2018, Destination XL Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “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 nine directors to hold office until the 2019 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

 

37,624,137

 

 

1,578,066

 

 

59,596

 

 

7,652,186

 

David A. Levin

 

38,314,634

 

 

934,968

 

 

12,197

 

 

7,652,186

 

Jack Boyle

 

38,709,719

 

 

492,334

 

 

59,746

 

 

7,652,186

 

Lionel F. Conacher

 

35,156,667

 

 

4,092,785

 

 

12,347

 

 

7,652,186

 

John E. Kyees

 

38,826,987

 

 

422,465

 

 

12,347

 

 

7,652,186

 

Willem Mesdag

 

38,323,371

 

 

926,131

 

 

12,297

 

 

7,652,186

 

Ward K. Mooney

 

37,734,173

 

 

1,467,930

 

 

59,696

 

 

7,652,186

 

Mitchell S. Presser

 

37,661,988

 

 

1,540,115

 

 

59,696

 

 

7,652,186

 

Ivy Ross

 

38,628,953

 

 

573,100

 

 

59,746

 

 

7,652,186

 

 

Proposal 2: 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

 

 

 

34,279,177

 

 

4,888,555

 

 

94,067

 

 

7,652,186

 

 

 


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Proposal 3: Approval of Amendment to the Restated Certificate of Incorporation to modify certain protective transfer restrictions designed to preserve the Company’s ability to utilize its net operating loss carryforwards.

 

The Amendment to the Company’s Restated Certificate of Incorporation was approved by a majority of the outstanding shares entitled to vote based upon the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

Broker Non-Votes

 

 

38,920,621

 

 

323,936

 

 

17,242

 

 

7,652,186

 

 

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 2, 2019 was ratified based upon the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

 

46,888,918

 

 

11,705

 

 

13,362

 

 

 


3

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 10, 2018

By:

/s/ Robert S. Molloy

 

 

 

Robert S. Molloy

 

 

 

Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

 

 

 

 

 

 

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