Destination XL Group (DXLG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 8, 2024, to elect seven directors, approve executive compensation, amend the 2016 Incentive Compensation Plan, and ratify KPMG LLP as the independent auditor for fiscal 2025.

• Shareholders of record as of June 12, 2024, are eligible to vote, with each share entitled to one vote.

• The board recommends voting in favor of all proposals, including the increase of authorized shares under the incentive plan by 6,150,000.

Voting matters and shareholder proposals

• Proposals include electing seven directors, an advisory vote on executive compensation, amendments to the 2016 Incentive Compensation Plan, and ratification of KPMG LLP.

• The board recommends voting for all director nominees and proposals.

• Shareholder proposals for the 2025 meeting must be received by February 28, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of seven members, all standing for re-election, with a majority being independent.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity and Data Privacy, all composed of independent directors.

• The board emphasizes diversity, annual director elections, majority voting, and regular engagement with shareholders.

• Stock ownership guidelines require directors to hold equity equal to at least three times their annual retainer.