8-K

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		-


			DESTINATION XL GROUP, INC.

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