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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Destination XL Group, Inc. 10-K 2/03/24 84:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.11M 3: EX-10.11 Material Contract HTML 122K 4: EX-10.18 Material Contract HTML 155K 2: EX-10.2 Material Contract HTML 205K 5: EX-21.1 Subsidiaries List HTML 31K 6: EX-23.1 Consent of Expert or Counsel HTML 25K 11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 87K Awarded Compensation 7: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 29K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 29K 13: R1 Document and Entity Information HTML 97K 14: R2 Consolidated Balance Sheets HTML 131K 15: R3 Consolidated Balance Sheets (Parenthetical) HTML 41K 16: R4 Consolidated Statements of Operations HTML 99K 17: R5 Consolidated Statements of Comprehensive Income HTML 69K 18: R6 Consolidated Statements of Changes in HTML 114K Stockholders' Equity (Deficit) 19: R7 Consolidated Statements of Cash Flows HTML 129K 20: R8 Pay vs Performance Disclosure HTML 37K 21: R9 Insider Trading Arrangements HTML 31K 22: R10 Summary of Significant Accounting Policies HTML 248K 23: R11 Revenue Recognition HTML 67K 24: R12 Property and Equipment HTML 51K 25: R13 Debt Obligations HTML 45K 26: R14 Leases HTML 88K 27: R15 Income Taxes HTML 184K 28: R16 Commitments and Contingencies HTML 30K 29: R17 Long-Term Incentive Plans HTML 38K 30: R18 Stock Compensation Plans HTML 142K 31: R19 Employee Benefit Plans HTML 259K 32: R20 Fair Value Measurement HTML 55K 33: R21 Stock Repurchase Program HTML 31K 34: R22 Summary of Significant Accounting Policies HTML 300K (Policies) 35: R23 Summary of Significant Accounting Policies HTML 185K (Tables) 36: R24 Revenue Recognition (Tables) HTML 58K 37: R25 Property and Equipment (Tables) HTML 47K 38: R26 Leases (Tables) HTML 85K 39: R27 Income Taxes (Tables) HTML 177K 40: R28 Stock Compensation Plans (Tables) HTML 149K 41: R29 Employee Benefit Plans (Tables) HTML 247K 42: R30 Fair Value Measurement (Tables) HTML 53K 43: R31 Summary of Significant Accounting Policies - 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EX-97.1 |
Exhibit 97.1
Executive Officer Clawback Policy
Approved by the Board of Directors on November 2, 2023 (the “Adoption Date”)
This Executive Officer Clawback Policy describes the circumstances under which Covered Persons of Destination XL Group, Inc. and any of its subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.
This Policy and any terms used in this Policy will be construed in accordance with any SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules adopted by Nasdaq.
Each Covered Person of the Company will sign an Acknowledgement and Agreement in the form attached as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs.
For purposes of this Policy, capitalized terms used in the Policy have the meanings given such terms below:
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 689047260v2
“Incentive-Based Compensation” means any compensation that is granted, earned or vested, wholly or in part, upon the attainment of a Financial Reporting Measure.
For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:
For purposes of this Policy, Incentive-Based Compensation excludes:
In the event of an Accounting Restatement, the Committee shall promptly (and in all events within ninety (90) days after the Restatement Date) determine the amount of any Erroneously-Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment or return, as applicable.
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 689047260v2
Once the Committee has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take all necessary actions to recover the Erroneously-Awarded Compensation. Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded Compensation in accordance with the below:
In the event that the Covered Person has sold the underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 689047260v2
such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement.
The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. However, in no event may the Company accept an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.
Notwithstanding anything herein to the contrary, the Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Committee determines that recovery would be impracticable:
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws.
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 689047260v2
This Policy shall apply to any Incentive-Based Compensation Received on or after the Effective Date.
The Company shall not indemnify any Covered Person against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.
The Committee has the sole discretion to administer this Policy and ensure compliance with Nasdaq rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. Actions of the Committee pursuant to this Policy shall be taken by the vote of a majority of its members. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding and conclusive.
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws or the rules of Nasdaq or any national securities exchange or national securities association on which the Company’s securities are then listed. The Board may terminate this Policy at any time. Notwithstanding anything in this Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws or the rules of Nasdaq or any national securities exchange or national securities association on which the Company’s securities are then listed.
The Board intends that this Policy will be applied to the fullest extent of the law. The Committee or the Board may require that any employment agreement, equity award agreement or any other agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require a Covered Person to agree to abide by the terms of this Policy. This Policy replaces and supersedes the Company’s Executive Incentive Pay Clawback Policy originally adopted in August 2018. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or pursuant to the terms of, or any similar policy in, any employment agreement, equity plan, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.
This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 689047260v2
Exhibit A
ACKNOWLEDGEMENT AND AGREEMENT
TO THE
EXECUTIVE OFFICER CLAWBACK POLICY
OF
DESTINATION XL GROUP, INC.
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Company’s Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement and Agreement (this “Acknowledgement”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy for any period of time during which the undersigned is or was an Executive Officer of the Company and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 689047260v2
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 3/21/24 | 8-K | ||
For Period end: | 2/3/24 | |||
11/2/23 | 8-K | |||
10/2/23 | ||||
11/28/22 | 4 | |||
List all Filings |