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 13, 2015
DESTINATION XL GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
01-34219 |
04-2623104 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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555 Turnpike Street, Canton, Massachusetts |
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02021 |
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(Address of Principal Executive Offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07- Submission of Matters to a Vote of Security Holders.
On August 13, 2015, Destination XL Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company had 50,747,684 shares of common stock outstanding on June 25, 2015, the record date for the Annual Meeting. At the Annual Meeting, holders of 48,711,085 shares of the Company’s common stock were present in person or represented by proxy. 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 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The results of the voting were as follows:
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Votes FOR |
Votes AGAINST |
Votes ABSTAIN |
Broker Non-Votes |
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Seymour Holtzman |
35,910,420 |
5,996,177 |
2,480 |
6,802,008 |
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David A. Levin |
41,292,888 |
614,709 |
1,480 |
6,802,008 |
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Alan S. Bernikow |
41,090,517 |
748,690 |
69,870 |
6,802,008 |
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Jesse Choper |
39,347,521 |
2,494,036 |
67,520 |
6,802,008 |
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John E. Kyees |
41,391,334 |
450,173 |
67,570 |
6,802,008 |
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Willem Mesdag |
41,412,218 |
429,289 |
67,570 |
6,802,008 |
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Ward K. Mooney |
41,348,468 |
492,989 |
67,620 |
6,802,008 |
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George T. Porter, Jr. |
41,214,017 |
582,563 |
112,497 |
6,802,008 |
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Mitchell S. Presser |
41,209,716 |
623,489 |
75,872 |
6,802,008 |
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Ivy Ross |
41,410,681 |
429,576 |
68,820 |
6,802,008 |
Proposal 2: Reapproval of the Performance Measures Under the 2006 Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code.
The reapproval of the performance measures under the 2006 Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code was approved based upon the following votes:
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Votes FOR |
Votes AGAINST |
Votes ABSTAIN |
Broker Non-Votes |
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34,127,729 |
7,659,443 |
121,905 |
6,802,008 |
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:
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Votes FOR |
Votes AGAINST |
Votes ABSTAIN |
Broker Non-Votes |
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39,340,691 |
2,414,653 |
153,733 |
6,802,008 |
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 30, 2016 was ratified based on the following votes:
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Votes FOR |
Votes AGAINST |
Votes ABSTAIN |
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48,512,756 |
95,593 |
102,736 |
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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.
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DESTINATION XL GROUP, INC. |
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Date: |
August 14, 2015 |
By: |
/s/ Robert S. Molloy |
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Robert S. Molloy |
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Senior Vice President, General Counsel and Secretary |
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