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): May 25, 2017

 

DESTINATION XL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

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):

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. ☐

 

 

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Item 1.01—Entry Into a Material Definitive Agreement.

On May 25, 2017, Destination XL Group, Inc. (the “Company”) entered into the First Amendment to Employment and Chairman Compensation Agreement (the “Amendment”) with Seymour Holtzman, the Company’s Executive Chairman of the Board of Directors (the “Board”).

Pursuant to the terms of the Amendment, effective May 4, 2017, Mr. Holtzman has agreed to receive a reduction in his annual compensation for his services as Executive Chairman from $372,750 to $200,000.  Mr. Holtzman will continue to receive an annual base salary of $24,000 for his service as an employee of the Company, reporting to the Board.  No other changes to the Employment and Chairman Compensation Agreement were made.  

The foregoing description is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.Description

 

 

 

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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.

 

 

 

 

 

 

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Exhibit 10.1

 

FIRST AMENDMENT TO EMPLOYMENT AND CHAIRMAN COMPENSATION AGREEMENT

 

This First Amendment to Employment and Chairman Compensation Agreement ("Amendment") is made as of May 25, 2017 between DESTINATION XL GROUP, INC., a Delaware corporation with an office at 555 Turnpike Street, Canton, Massachusetts, 02021 (the "Company"), and SEYMOUR HOLTZMAN (“Mr. Holtzman”) having an address at 306 Chilean, Palm Beach, FL  33480-4632.

WITNESSETH:

 

WHEREAS, the Company and Mr. Holtzman are parties to that certain Employment and Chairman Compensation Agreement dated as of August 7, 2014 (the “Original Agreement”); and

 

WHEREAS, the parties have agreed to adjust the compensation to be paid to Mr. Holtzman in his role as the Executive Chairman of the Company under the Original Agreement.

 

NOW, THEREFORE, in consideration of the promises and the mutual promises,

representations and covenants herein contained, the parties hereto agree as follows:

 

1.       Effective as of May 4, 2017, paragraph 4(a) of the Original Agreement is hereby deleted in its entirety and the following is hereby substituted in place thereof:

          

(a)During the Term, as compensation for the services to be rendered by Mr. Holtzman in his capacity as Chairman of the Board, with the title “Executive Chairman”, the Company agrees to pay to Mr. Holtzman, and Mr. Holtzman agrees to accept, director compensation of Two Hundred Thousand and 00/100 Dollars ($200,000.00), payable in equal monthly installments.  

 

2.Except as otherwise modified hereby, the terms and conditions of the Original Agreement are hereby ratified, approved and confirmed as of the date hereof and shall remain in full force and effect.

 

3.This Amendment supersedes all prior communications between the parties

hereto with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties, their respective successors and assigns.

 

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, under seal, as of

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the date and year first above written.

 

 

 

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