Destination XL Group (DXLG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 7, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Seven directors are nominated for re-election, all currently serving on the board.

• The board recommends voting in favor of all proposals, including executive compensation and auditor ratification.

• Only shareholders of record as of June 13, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing seven directors, an advisory vote on executive compensation, and ratification of KPMG LLP as auditor.

• The board recommends voting “FOR” all director nominees, executive compensation, and auditor ratification.

• Shareholders may submit proposals for the 2026 meeting by March 2, 2026.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent.

• All directors are elected annually; a majority vote is required in uncontested elections.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity/Data Privacy.

• Board diversity is emphasized, with a mix of gender and backgrounds.

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

• No stockholder rights plan is in effect.