Destination XL Group (DXLG) investor relations material

Executive summary

• Annual meeting set for Dec. 17, 2026; record date Nov. 13, 2026. The Board recommends FOR all proposals presented at the meeting.

• The Board withdrew support for the pending FBB merger, deeming it no longer advisable or in stockholders’ best interests, but remains contractually obligated to submit the merger share-issuance proposal at a separate special meeting and recommends AGAINST it.

Voting matters and shareholder proposals

• Proposals: elect four directors; conditionally approve a 1-for-2 to 1-for-30 reverse split; conditionally amend the 2016 Plan; advisory say-on-pay; ratify KPMG for FY ending Jan. 30, 2027; and conditionally authorize adjournment.

• Reverse-split and 2016 Plan proposals are omitted from the annual meeting if their respective special-meeting proposals were approved first; annual-meeting adjournment is considered only if Proposal 2 or 3 is presented.

• Majority of votes cast is required for each proposal; say-on-pay is non-binding. Abstentions and broker non-votes do not count as votes cast; brokers may vote routine Proposals 2, 5 and 6 without instructions.

Board of directors and corporate governance

• Board has six serving directors and one vacancy, with size set at seven. Four current directors—Lionel F. Conacher, Carmen R. Bauza, Jack Boyle and Willem Mesdag—are nominees; three vacancies are expected after the meeting.

• If the merger is not completed, the Board expects to fill vacancies in early 2027; if completed, the merger agreement provides for a nine-member board, including four FBB-designated directors and one mutually agreed independent director.

• Conacher became Interim CEO effective Aug. 12, 2026; Bauza became Lead Independent Director. All standing committees are independent, and Mesdag assumed Audit Committee chair while Elaine Rubin replaced Conacher on Compensation.

• Board met 40 times in FY2025, including 19 meetings concerning the merger; all directors attended at least 75% of Board meetings.

• Governance provisions include annual director elections, majority voting in uncontested elections, a five-public-board limit, director stock ownership requirements and a prohibition on hedging and pledging securities.