Destination XL (DXLG) 2025 AGM: Directors, say-on-pay, auditor all pass

Rhea-AI Filing Summary

Destination XL Group, Inc. (DXLG) filed an 8-K (Item 5.07) reporting final voting outcomes from its 7 Aug 2025 Annual Meeting. Shareholders re-elected all seven directors with ≥20.69 m votes FOR and ≤0.21 m AGAINST per nominee; 12.83 m broker non-votes were logged.

The non-binding “say-on-pay” proposal passed: 17.74 m FOR (83.2%), 2.48 m AGAINST (11.6%), 0.70 m abstain; 12.83 m broker non-votes. KPMG LLP was ratified as independent auditor for FY ending 31 Jan 2026 with 33.06 m FOR (97.9%), 0.64 m AGAINST, 0.05 m abstain.

No other material items, financial metrics, or strategic actions were disclosed. The filing is largely procedural with limited direct financial impact.

Positive

• Strong shareholder support: All seven directors received ≈99% of votes cast, reinforcing board stability.
• Auditor continuity: KPMG ratified with 97.9% support, reducing audit-related uncertainty.

Negative

• Meaningful but non-critical dissent: 11.6% of votes were AGAINST the executive compensation package, signalling some investor concern.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM results; directors, pay plan and auditor all comfortably approved—neutral governance signal.

The vote margins show solid but not unanimous support. Director approval exceeded 99% of votes cast, indicating board stability. The say-on-pay opposition of 11.6% is within normal ranges, suggesting compensation practices are broadly acceptable yet worth continued monitoring. Auditor ratification passed overwhelmingly, preserving continuity with KPMG. No by-law amendments, capital actions or leadership changes were presented, so the filing lacks material operational impact. Overall, this is a standard compliance disclosure rather than a catalyst for the stock.

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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 07, 2025

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

(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 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 7, 2025, 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 2026 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
Lionel F. Conacher		20,784,497			117,832			8,491			12,834,360
Harvey S. Kanter		20,774,216			129,466			7,138			12,834,360
Carmen R. Bauza		20,699,935			198,746			12,141			12,834,358
Jack Boyle		20,692,038			211,642			7,141			12,834,359
Willem Mesdag		20,808,155			95,525			7,141			12,834,359
Ivy Ross		20,755,536			143,145			12,141			12,834,358
Elaine K. Rubin		20,749,807			153,874			7,141			12,834,358

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
	17,735,518			2,480,131			695,170			12,834,361

Proposal 3: 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 31, 2026 was ratified based upon the following votes:

FOR			AGAINST			ABSTAIN			Broker Non-Votes
	33,059,366			638,877			46,937			-

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 8, 2025	By:	/s/ Robert S. Molloy
			Robert S. Molloy General Counsel and Secretary

FAQ

What resolutions were voted on at DXLG's 2025 Annual Meeting?

Shareholders voted on director elections, a non-binding say-on-pay proposal, and auditor ratification.

Did DXLG shareholders approve executive compensation in 2025?

Yes. 83.2% (17.74 m) voted FOR, while 11.6% (2.48 m) voted AGAINST.

How many votes supported DXLG's auditor KPMG LLP?

33.06 m votes FOR, representing 97.9% of votes cast on the proposal.

Were any directors rejected at DXLG's 2025 AGM?

No. All seven nominees were re-elected with ≈99% support.

Does the 8-K include financial results or guidance for DXLG?

No. The filing strictly reports AGM voting results and contains no earnings or guidance data.