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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/15/23 Destination XL Group, Inc. 8-K:5,7,9 8/11/23 12:364K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 72K 2: EX-10.1 Material Contract HTML 121K 3: EX-99.1 Miscellaneous Exhibit HTML 10K 7: R1 Document And Entity Information HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- dxlg-20230811_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- dxlg-20230811_lab XML 40K 6: EX-101.PRE XBRL Presentations -- dxlg-20230811_pre XML 31K 5: EX-101.SCH XBRL Schema -- dxlg-20230811 XSD 11K 11: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 12: ZIP XBRL Zipped Folder -- 0000950170-23-042626-xbrl Zip 33K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i August 11, 2023 |
i DESTINATION XL GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 01-34219 |
i 04-2623104 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 555 Turnpike Street |
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i Canton, i Massachusetts |
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i 02021 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: i 781 i 828-9300 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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i Common Stock, par value $0.01 per share |
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i DXLG |
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i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
First Amendment to the Amended and Restated Employment Agreement Between the Company and Harvey S. Kanter
On August 11, 2023, Destination XL Group, Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to the Amended and Restated Employment Agreement with Harvey S. Kanter, the Company’s President, Chief Executive Officer and a member of its Board of Directors (as amended the "Amended Employment Agreement"). The independent members of the Company’s Board of Directors (the “Board”), upon recommendation of the Compensation Committee of the Board, approved the Amendment.
The Amendment extends the initial term of Mr. Kanter’s employment from April 1, 2025 to August 11, 2026, unless terminated earlier in accordance with the terms of the Amended Employment Agreement (the “Initial Term”). At the expiration of the Initial Term, the Amended Employment Agreement will automatically renew, upon the same terms and conditions, for successive periods of one year, unless either party provides advance written notice in accordance with the Amended Employment Agreement.
In connection with the extension of the Initial Term, Mr. Kanter received 573,000 Performance Shares (the “P Shares”) to be settled in shares of the Company’s common stock upon vesting. The award will vest, if at all, in nine installments, when the trailing 30-day volume-weighted average closing price of a share of the Company’s common stock meets or exceeds $6.50, $6.75, $7.00, $7.25, $7.50, $7.75, $8.00, $8.25 and $8.50, respectively, subject to a minimum one-year vesting from the date of grant. Any unvested P Shares will expire on August 11, 2026.
The Amendment replaces the terms under which a Termination without Justifiable Cause (as defined in the Amended Employment Agreement) would occur to clarify that a Structured Retirement (as defined in the Fourth Amended and Restated Destination XL Group, Inc. Long-Term Incentive Plan) that occurs during the Initial Term would be treated as a Termination without Justifiable Cause.
In addition, the Amendment provides for the reimbursement of Mr. Kanter’s legal fees in connection with the negotiation and drafting of the Amendment, increases the number of Mr. Kanter’s eligible days of vacation from 25 to 30 days and provides for the reimbursement to Mr. Kanter for appropriate cyber security and identity protection services and software.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, included as Exhibit 10.1 to this filing and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 15, 2023, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the extension of Mr. Kanter's employment as President and Chief Executive Officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Destination XL Group, Inc. |
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Date: |
By: |
/s/ Robert S. Molloy |
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General Counsel and Secretary |
| This ‘8-K’ Filing | Date | Other Filings | ||
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| 8/11/26 | None on these Dates | |||
| 4/1/25 | ||||
| Filed on: | 8/15/23 | |||
| For Period end: | 8/11/23 | |||
| List all Filings | ||||
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 11/17/23 Destination XL Group, Inc. 10-Q 10/28/23 70:11M Donnelley … Solutions/FA |