Destination XL : 2023 Proxy Statement

DESTINATION XL GROUP INC

Notice of Annual Meeting of Stockholders

to be held on A ugust 3, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Destination XL Group, Inc (the "Company") will be held at the corporate offices of the Company, 555 Turnpike Street Canton, Massachusetts 02021 at 11:30 A.M local time on Thursday,

August 3, 2023 for the following purposes:

1. To elect seven directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

2. To approve on an advisory basis the fre quency of holding advisory votes on named executive officer compensation.

3. To approve on an advisory basis named executive officer compensation.

1. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024.
2. To transact such other business as may properly come before the meeting or any adjournment thereof

These proposals are more fully described in the Proxy Statement following this Notice

The Board of Directors recommends that you vote (i) FOR the election of all seven nominees to serve as directors of the Company, (ii) FOR the "one year" option with respect to the advisory vote on the preferred fre quency of holding advisory votes on named executive

officer compensation, (iii) FOR the approval on an advisory basis of named executive officer compensation, and (iv) FOR the

ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024.

Along with the attached Proxy Statement we are sending you a copy of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

The Board of Directors has fixed the close of business on June 12, 2023 as the record date for the determination of the stockholders

entitled to notice of and to vote at the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the Annual Meeting. A list of the stockholders of record as of the close of business on June 12, 2023 will be

available for inspection by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices 555 Turnpike Street Canton, Massachusetts 02021, beginning on July 24, 2023 and at the Annual

Meeting.

Stockholders are cordially invited to attend the Annual Meeting in person. Regardless of whether you plan to attend the Annual Meeting, please mark, date sign and return the enclosed proxy to ensure that your shares are represented at the Annual Meeting.

By order of the Board of Directors

/s/ ROBERT S MOLLOY ROBERT S MOLLOY

1. ecretary

Canton, Massachusetts

June 30, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on August

3 2023: The Proxy Statement and 2023 Annual Report to Stockholders are available at:

https://investor.dxl.com/financial information/annual reports

							TABLE OF CONTENTS
Inf		ormation About the Annual Meeting and Voting	Page
	1
Proposal 1: Election of Directors	3
Corporate Governance	6
Director Compensation	11
Compensation Discussion and Analysis	12
Compensation Committee Report	23
Summary Compensation Table	24
Pay Versus Perf		ormance	27
2022 Grants of Plan-Based Awards	34
2022 Outstanding Equity Awards at Fiscal Year End	35
2022 Option Exercises and Stock Vested	36
Proposal 2: Advisory Vote as to the Frequency of the Advisory Vote to Approve Named Executive Offi	cer Compensation	38
Proposal 3: Advisory Vote to Approve Named Executive Offi	cer Compensation	39
Proposal 4: Ratifi	cation of Appointment of Independent Registered Public Accounting Firm	40
Report of the Audit Committee	41
Security Ownership of Certain Beneficial Owners	42
Security Ownership of Management	43
Where You Can Find More Inf		ormation	44
Solicitation	44
Delivery of Documents to Stockholders Sharing an Address	44
Stockholder Proposals	44
Stockholder Communications with the Board of Directors	45
Other Matters	45

DESTINATION XL GROUP INC

555 Turnpike Street

Canton Massachusetts 02021

[phone]

Proxy Statement

Annual Meeting of Stockholders

August 3, 2023

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose and Distribution of Proxy Mat erials

This Proxy Statement and the enclosed form of proxy are being mailed to our stockholders on or about June 30, 2023, in connection with the solicitation by the Board of Directors (the "Board") of Destination XL Group, Inc (the "Company") of proxies to be used at the Annual Meeting of Stockholders to be held at the Company' s corporate headquarters located at 555 Turnpike Street Canton, Massachusetts 02021 at 11:30 A.M local time on Thursday, August 3 2023 and at any and all adjournments thereof (the "Annual Meeting") This Proxy Statement describes the matters to be voted on at the Annual Meeting and contains other required information.

Stockholders Entitled to Vote

Only holders of record of our common stock, par value $0.01 per share at the close of business on June 12, 2023, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting. On that date there were 62,101,398 shares of

common stock issued and outstanding. Each share is entitled to one vote at the Annual Meeting.

How to Vote

Stockholders of record may vote by mail or in person at the meeting. If you choose to vote by mail please complete and mail the enclosed proxy card in the enclosed postage prepaid envelope If your shares are held in a stock brokerage account or by a bank you must follow the voting procedures of your broker or bank.

Voting Instructions

When a proxy is returned properly executed, the shares represented will be voted in accordance with the stockholder s instructions

Stockholders are encouraged to vote on the matters to be considered. If no instructions have been specified by a stockholder however

the shares covered by an executed proxy will be voted (i) FOR the election of all seven nominees to serve as directors of the

Company, (ii) FOR the "one year" option with respect to the advisory vote on the preferred fre quency of holding advisory votes on

named executive officer compensation, (iii) FOR the approval on an advisory basis of named executive officer compensation, (iv)

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024 and (v) in the discretion of the proxies named in the proxy card with respect to any other matters properly brought

before the Annual Meeting. We are not aware of any other matter that may be properly presented at the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank, you must follow the voting procedures of your broker or bank. If you do not give voting instructions to your broker or bank, your broker or bank does not have discretion to vote your shares on the proposals in this Proxy Statement except for Proposal 4 to ratify the appointment of our independent registered public accounting firm which is considered a "routine" proposal A broker "non-vote" occurs when the broker or bank who is the record holder of the shares does not vote on a particular proposal either because it does not have discretionary voting power to vote the shares or has not

received voting instructions from the beneficial owner

As a result if you are not the record holder of your shares it is critical that you provide instructions to your broker or bank if you want your vote to count

1

Revoking Your Proxy or Changing Your Vote

You may revoke your proxy at any time before it has been exercised as follows:

• by attending the Annual Meeting and voting in person; or
• by filing with the Secretary of the Company, c/o the Company at 555 Turnpike Street Canton, Massachusetts 02021, either an instrument in writing revoking the proxy or another duly executed proxy bearing a later date

If you are not a record holder and your shares are held by your broker or bank, you must contact your broker or bank to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the Annual Meeting.

Quorum Requirements

In order to carry on the business of the Annual Meeting, we must have a quorum This means at least a maj ority of the outstanding shares of common stock eligible to vote must be represented at the Annual Meeting, either by proxy or in person. Abstentions and

broker non-votes will be counted as present or represented at the Annual Meeting for purposes of determining the presence or absence of a quorum

Approval of a Proposal

A maj ority of the votes properly cast "FOR" a matter is required for all proposals In addition, as described in more detail in Proposal

2 and Proposal 3 below Proposal 2 and Proposal 3 are advisory votes and are non-binding.

Votes cast means the votes actually cast "FOR" or "AGAINST" a particular proposal whether in person or by proxy. With respect to all matters presented at the Annual Meeting, abstentions and non-votes will not be deemed to be votes "cast" with respect to such matters and will not count as votes "FOR" or "AGAINST" such matter Votes will be tabulated by our transfer agent subject to the supervision of the person designated by the Board as an inspector

2

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board, in accordance with our Fourth Amended and Restated By-Laws (the "By-Laws") has set the number of members at seven directors

At the Annual Meeting, seven nominees will be elected to serve on the Board until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. Accordingly, the Nominating and Corporate Governance Committee has recommended, and our Board has nominated, Harvey S Kanter Carmen R Bauza Jack Boyle Lionel F Conacher Willem

Mesdag, Ivy Ross and Elaine K Rubin as nominees all of whom currently serve as members of our Board.

Unless a proxy shall specify that it is not to be voted for a nominee it is intended that the shares represented by each duly executed and returned proxy will be voted in favor of the election as directors of Harvey S Kanter Carmen R Bauza Jack Boyle Lionel F Conacher Willem Mesdag, Ivy Ross and Elaine K Rubin. Although management expects all nominees to serve if elected, proxies will be voted for a substitute if a nominee is unable to accept nomination or election. Cumulative voting is not permitted.

Vote Needed for Approval

The affirmative vote of a maj ority of the shares of common stock properly cast at the Annual Meeting, in person or by proxy, is required for the election of each of the nominees

Recommendation

The Board of Directors recommends that you vote "FOR"

the election of the seven individuals named above as directors of our Company.

The following table sets forth the names ages as of June 30, 2023, and certain other information for each of our current directors all terms expiring at the Annual Meeting.

Nominating and

Cybersecurity

Director

Corporate

and

Name

Age

Since

Audit

Compensation

Governance

Data Privacy

L

i

one

l

F

C

ona

c

he

r

C

hai

rman

o

f

t

he

B

oa

r

d

a

nd

D

i

rec

t

or

61

2018

C

X

Harvey S Kanter

President and Chief Executive Offi

cer

61

2019

and Director

C

armen

R

B

a

uz

a

D

i

rec

t

or

61

2021

X

X

X

Jack Boyle Director

55

2017

C

W

ill

em

M

es

da

g,

D

i

rec

t

or

69

2014

X

C

Ivy Ross Director

67

2013

X

C

E

l

a

i

ne

K

R

ubi

n,

D

i

rec

t

or

60

2021

X

X

C= current member and committee chairperson

X= current member of the committee

1. oard Nominees

Set forth below is certain information regarding our current board members being nominated for re election at the Annual Meeting, and includes information fur nished by them as to their principal occupations and business experience for the past five years and certain directorships held by each director within the past five years:

Lionel F Conacher has been a director since June 2018 and became Chairman of the Board on August 12, 2020. Since September 2021, Mr Conacher has served as a member of the board of directors for Better Choice Company Inc a publicly-traded company. He also served as a member of the audit committee from November 2021 until September 2022. From September 2022 until May 2023, he served as its interim chief executive officer Mr Conacher was a managing partner of Next Ventures GP from August 2018 until February 2021. From January 2011 to June 2018, Mr Conacher was a senior advisor for Altamont Capital Partners LLC ("ACP") a private equity firm Prior to joining ACP from April 2008 until July 2010, Mr Conacher was the president and chief operating officer of Thomas Weisel Partners an investment bank. Additionally, Mr Conacher served as the chairman of Wunderlich Securities an

investee company of ACP	f		rom December 2013 until July 2017. Mr Conacher previously served as a member of the board of
directors f		or AmpHP Inc	a venture backed human perf		ormance company. He f		ormerly served as a member of the board of directors

of Mervin Manufacturing, a leading designer and manufacturer of snow boards and other board sports equipment and PowerDot Inc

1. consumer electronics company that markets a muscle recovery and performance tool Mr Conacher brings extensive financial and operational experience to the Board.

3