DESTINATION XL GROUP, INC. (NASDAQ:DXLG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into Material Definitive Agreement
On June 11, 2018, Destination XL Group, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with J. Carlo Cannell and Cannell Capital LLC (including on behalf of their respective Affiliates) (collectively, “Cannell”) related to, among other things, the nomination of Mr. Lionel Conacher to the Company’s Board of Directors (the “Board”) and certain standstill and other agreements between Cannell and the Company.
Under the terms of the Agreement, the Company agreed to appoint Mr. Conacher to serve on the Board effective June 11, 2018.To allow for this appointment, the Board increased its size to ten directors.At the 2018 Annual Meeting, the Board will nominate and recommend Mr. Conacher for election as a director of the Company and also revert board size back to nine members.
In consideration for the above, Cannell agreed to withdraw its nominations with respect to the 2018 Annual Meeting, as well as vote in favor of certain of the Company’s proposals at the 2018 Annual Meeting, including the Company’s slate of director nominees.Cannell also agreed to be bound by certain standstill provisions under the Agreement.The terms of the Agreement expire January 29, 2019.
The foregoing description of the Agreement is a summary only and is subject to, and qualified in its entirety by, the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
to the terms of the Agreement, on June 11, 2018, based on the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board appointed Mr. Conacher to serve on the Board effective on the same date. In connection with the appointment, the Board expanded the size of the Board to ten directors. Mr. Conacher will serve for a term expiring at 2018 Annual Meeting and until his successor shall have been elected and qualified or until his earlier resignation or removal.
A copy of the Company’s press release announcing the appointment of Mr. Conacher is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
DESTINATION XL GROUP, INC. ExhibitEX-10.1 2 dxlg-ex101_6.htm EX-10.1 LETTER AGREEMENT WITH CANNELL CAPITAL LLC dxlg-ex101_6.htm Exh 10.1 Destination XL Group,…To view the full exhibit click here
About DESTINATION XL GROUP, INC. (NASDAQ:DXLG)
Destination XL Group, Inc. is a specialty retailer of men’s apparel with retail and direct operations in the United States and London, England. The Company operates through the Big & Tall Men’s Apparel segment. The Company operates under the trade names of Destination XL, DXL, Casual Male XL, Casual Male XL outlets, DXL outlets, Rochester Clothing, ShoesXL and LivingXL. The Company operates approximately 170 Destination XL stores, 125 Casual Male XL retail stores, 40 Casual Male XL outlet stores, nine DXL outlet stores and five Rochester Clothing stores. Its direct business includes its DestinationXL.com and bigandtall.com e-commerce sites, which support its stores, brands and product extensions. Through its multiple brands, which include both branded apparel and private-label, the Company offers a range of merchandise. The Company carries various designer brands, including Cole Haan, Allen Edmonds, Timberland, Calvin Klein, Lacoste, Donald J. Pliner and Bruno Magli.