Destination XL Group (DXLG) Proxy filing summary

Executive summary

• A proposed merger between two apparel companies would result in FBB stockholders owning 55% and DXL stockholders 45% of the combined entity, with FBB as the accounting acquirer and DXL as the legal acquirer.

• The DXL Board, after initially supporting the merger, now recommends voting against it due to FBB's deteriorating financial performance, increased indebtedness, and concerns about economic dilution for DXL stockholders.

• The merger is subject to several conditions, including stockholder approval of the issuance of new DXL shares, a reverse stock split to meet Nasdaq listing requirements, and completion of a private placement to reduce FBB's debt.

Voting matters and shareholder proposals

• Four proposals are up for vote: (1) issuance of DXL shares for the merger (issuance proposal), (2) a reverse stock split, (3) amendment to the 2016 Incentive Compensation Plan, and (4) adjournment/postponement of the meeting to solicit more proxies.

• The Board recommends voting against the issuance proposal and for the other three proposals.

• Certain directors and large shareholders are contractually obligated to vote in favor of the issuance proposal, regardless of the Board's updated recommendation.

Board of directors and corporate governance

• If the merger is completed, the combined board will have nine members: four from each company and one mutually agreed independent director.

• The CEO of FBB will become CEO of the combined company, and DXL’s CFO will continue in that role.

• Lock-up agreements restrict FBB shareholders from selling new DXL shares for 90 days post-merger.