Destination XL Group (DXLG) Proxy filing summary

Executive summary

• The December 11, 2025 merger agreement would make FBB a wholly owned subsidiary, with FBB holders expected to own 55% and existing holders 45% of the combined business on a fully diluted basis. The Board now opposes the transaction.

• The Board cites worsening consumer conditions, FBB’s declining results and higher debt, potential negative equity value, substantial dilution, and the loss of Bank of America’s planned financing.

• Bank of America said on September 25, 2026 it would not extend commitments past October 14 or underwrite the Combined ABL Facility; no replacement financing had been secured as of the filing.

Voting matters and shareholder proposals

• The Board recommends AGAINST the merger share issuance and FOR the reverse split, 2016 plan amendment, and meeting adjournment proposals.

• Each proposal requires a majority of votes cast. Approval of the issuance is a merger condition; the reverse split is expected to be needed for Nasdaq’s $4.00 initial-listing bid-price standard if the merger proceeds.

• The 2016 plan amendment would add 13.5 million shares to the plan and incentive-option reserve, change the fungible rate from 1.9 to 1.5, and remove annual per-participant award limits.

• Voting agreements bind certain holders to vote for the issuance and adjournment despite the Board’s recommendation; they held 20.78% of outstanding shares, including 10.38% held by PLP.

Board of directors and corporate governance

• If completed, the merger would create a nine-member board: four designees from each side and one mutually agreed independent director. Lionel F. Conacher is expected to chair.

• Jim Fogarty would be CEO and Peter H. Stratton, Jr. CFO after closing.

• Conacher became interim CEO effective August 12, 2026; Carmen R. Bauza became lead independent director, alongside changes to audit and compensation committee membership and leadership.

• Proposed committee chairs are Willem Mesdag for audit, Josh Beer for compensation, and Steven Tesoriere for nominating and governance; the Board considered all proposed directors except Fogarty independent under Nasdaq rules.