Destination XL Group (DXLG) Proxy filing summary

Executive summary

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

• The DXL Board, after initially supporting the merger, now recommends voting against the stock issuance due to concerns about FBB's indebtedness, negative equity value, and the dilution impact on DXL stockholders.

• The merger is contingent on stockholder approval of the issuance of new DXL shares, a reverse stock split to meet Nasdaq listing requirements, and other customary closing conditions.

• FBB continues to support the merger, highlighting potential strategic and financial benefits, but the DXL Board has withdrawn its support based on updated financial analyses and market conditions.

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

• Certain DXL directors and the CFO are bound by voting agreements to support the merger, 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 DXL, four from FBB, and one mutually agreed independent director.

• Jim Fogarty (FBB CEO) would become CEO of the combined company, and Peter Stratton (DXL CFO) would continue as CFO.

• Lock-up agreements restrict certain FBB stockholders from selling shares for 90 days post-merger.