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DXLG > SEC Filings for DXLG > Form 8-K on 8-Aug-2016All Recent SEC Filings

Show all filings for DESTINATION XL GROUP, INC.

Form 8-K for DESTINATION XL GROUP, INC.


8-Aug-2016

Change in Directors or Principal Officers, Submission of Matters to a


ITEM 5.02- DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 4, 2016, Destination XL Group, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") at which the Company's stockholders approved the adoption of the Company's 2016 Incentive Compensation Plan (the "2016 Plan"). The 2016 Plan became effective on August 4, 2016, the date of stockholder approval.

For a description of the material features of the 2016 Plan see "Proposal 2 - To Approve the Adoption of the Company's 2016 Incentive Compensation Plan -Summary of the 2016 Incentive Compensation Plan" on pages 37 through 44 of the Company's Definitive Proxy Statement on Schedule 14A filed on June 27, 2016 in connection with the Annual Meeting. Such description, which is qualified in its entirety by reference to the 2016 Plan, as approved by the Company's Board of Directors and stockholders, is filed as Exhibit 10.1 hereto and incorporated herein by reference.



ITEM 5.07- Submission of Matters to a Vote of Security Holders.

Set forth below are the matters submitted at the Annual Meeting by the Board of Directors to a vote of stockholders and the final results of the voting for each proposal.

Proposal 1: Election of Directors.

The Company's stockholders elected ten directors to hold office until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The results of the voting were as follows:

                      FOR        AGAINST   ABSTAIN Broker Non-Votes
Seymour Holtzman      40,009,948 806,653   4,277   5,221,466
David A. Levin        40,532,126 285,069   3,682   5,221,467
Alan S. Bernikow      39,786,938 1,029,562 4,377   5,221,467
Jesse Choper          40,045,006 771,494   4,377   5,221,467
John E. Kyees         40,526,990 289,610   4,277   5,221,467
Willem Mesdag         40,503,849 313,150   3,878   5,221,467
Ward K. Mooney        40,492,372 324,128   4,377   5,221,467

George T. Porter, Jr. 40,491,180 325,820 3,877 5,221,467 Mitchell S. Presser 39,523,926 1,293,074 3,877 5,221,467 Ivy Ross 40,538,423 278,577 3,877 5,221,467

Proposal 2: Approval of the 2016 Plan.

The 2016 Plan was approved based upon the following votes:

FOR AGAINST ABSTAIN Broker Non-Votes 32,760,037 8,052,213 8,626 5,221,468


Proposal 3: Advisory Vote on Compensation of Named Executive Officers.

The compensation of the Company's named executive officers was approved by a non-binding advisory vote based upon the following votes:

FOR AGAINST ABSTAIN Broker Non-Votes 36,126,409 4,675,878 18,590 5,221,467

Proposal 4: Ratification of Appointment of Independent Registered Public Accountants.

The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year ending January 28, 2017 was ratified based upon the following votes:

FOR AGAINST ABSTAIN
45,893,286 146,148 2,910



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Description

10.1 Destination XL Group, Inc.'s 2016 Incentive Compensation Plan


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