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): June 20, 2017
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
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):
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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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2017, each of Jesse Choper and George Porter, Jr. notified Destination XL Group, Inc. (the “Company”) that they would not stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s Annual Meeting of Stockholders (“Annual Meeting”) to be held on August 3, 2017. Messrs. Choper and Porter will remain on the Board until the Annual Meeting and until their successors are elected and qualified.
Messrs. Choper and Porter have each served on the Board for seventeen years. Their decisions to not stand for re-election were not a result of any disagreement with the Company.
The Nominating and Corporate Governance Committee is expected to recommend to the Board two independent director nominees to replace Messrs. Choper and Porter. Those director nominees, together with the other seven current directors, are expected to be included in the Company’s Proxy Statement for the Annual Meeting that is scheduled to be mailed on or about June 30, 2017.
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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: |
June 23, 2017 |
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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