Destination XL Group (DXLG) Proxy filing summary

Executive summary

• Board of directors has changed its recommendation and now advises shareholders to vote against the issuance proposal required for the FullBeauty merger.

• The merger agreement remains in effect, and a shareholder vote will proceed as contractually required.

• The board's decision is based on a challenging consumer environment, FullBeauty's indebtedness, concerns about negative equity value, and anticipated economic dilution for shareholders.

• Forward-looking statements caution that actual outcomes may differ due to various risk factors and market conditions.

Voting matters and shareholder proposals

• Shareholders will vote on the issuance of common stock as part of the proposed merger with FullBeauty.

• The board now recommends voting against the issuance proposal, reversing its prior position.

• The outcome of the merger depends on the results of the shareholder vote and satisfaction of other conditions.

Board of directors and corporate governance

• The board has continued to evaluate the merger in light of recent developments and market conditions.

• Directors and executive officers may be deemed participants in the proxy solicitation, with their interests disclosed in recent SEC filings.