Current Report Filing (8-k)
June 12 2020 - 04:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): June 10, 2020
DESTINATION XL GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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01-34219
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04-2623104
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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555 Turnpike Street,
Canton, Massachusetts
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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: (781) 828-9300
Not Applicable
(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 (see General Instructions
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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DXLG
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NASDAQ Stock Market LLC
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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 ☐
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
On June 11, 2020, the Compensation Committee (“Committee”) of the
Board of Directors of Destination XL Group, Inc. (the “Company”)
approved the Destination XL Group, Inc. Third Amended and Restated
Long-Term Incentive
Plan (the “LTIP”), in which the
Company’s executives (including its Named Executive Officers) and
certain other members of management are eligible to
participate. The LTIP was amended as follows:
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Section
6(a) relating to the time-based portion of the LTIP was amended to
modify how the number of stock options is determined if a stock
option award is granted. As amended, the number of stock
options to be granted pursuant to an award will be determined by
taking the lesser of (i) the dollar value of the stock option award
divided by the closing price of the Company’s common stock on grant
date, multiplied by a factor of 1.1 to 1.8 as determined by the
Committee or (ii) the dollar value of the stock option award
divided by the Black-Scholes value on the grant
date;
and
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Section
6(b) relating to the performance-based portion of the LTIP was
amended to remove the ability to grant stock options for the
performance-vesting benefit amount.
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The LTIP is filed herewith as Exhibit 10.1 and incorporated herein
by this reference.
Grant of Stock Option to
Chief Executive Officer
On June 10, 2020, the Committee granted to Harvey S. Kanter, the
Company’s President and CEO, a stock option to purchase up to
450,000 shares of the Company’s common stock, at an exercise price
of $0.64 per share, which will vest in three equal installments
with the first tranche vesting on June 10, 2021, the second tranche
on April 1, 2022 and remaining tranche on April 1, 2023. In
approving the award, the Committee determined that it was important
to preserve continuity of leadership through the COVID-19 pandemic
and the uncertain recovery period, and accordingly to provide Mr.
Kanter with a long-term, equity incentive that aligns his interests
with those of the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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 hereunto duly authorized.
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DESTINATION XL GROUP, INC.
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Date:
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June 12, 2020
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By:
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/s/ Robert S. Molloy
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Robert S. Molloy
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Chief Administrative Officer, General Counsel and Secretary
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3
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