Attached files
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EX-99.2 - EX-99.2 - TAILORED BRANDS INC | h83010exv99w2.htm |
EX-99.1 - EX-99.1 - TAILORED BRANDS INC | h83010exv99w1.htm |
EX-10.1 - EX-10.1 - TAILORED BRANDS INC | h83010exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2011
The Mens Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
Texas | 1-16097 | 74-1790172 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
of incorporation) |
6380 Rogerdale Road | ||
Houston, Texas | 77072-1624 | |
(Address of principal executive offices) | (Zip Code) |
(281) 776-7000
(Registrants telephone
number, including area code)
(Registrants telephone
number, including area code)
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
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2011, the shareholders of The Mens Wearhouse, Inc. (the Company) approved the
First Amendment to the Companys 2004 Long-Term Incentive Plan (the Amendment), a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Amendment increases
the total number of shares of Common Stock of the Company with respect to which awards may be
granted under the Plan from 2,110,059 shares to 4,610,059 shares.
In addition, as previously disclosed by the Company, effective immediately after the Annual
Meeting of Shareholders of the Company held on June 15, 2011, Douglas S. Ewert became President and
Chief Executive Officer of the Company, succeeding George Zimmer as Chief Executive Officer. Also
at the Annual Meeting, the Companys shareholders elected Mr. Ewert to the Companys Board of
Directors. As previously announced, Mr. Zimmer will continue as the Companys Executive Chairman
of the Board of Directors. For additional information, please see the Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission on April 19, 2011.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 15, 2011, the Company held its Annual Meeting of Shareholders. At the meeting, the
shareholders voted on the following matters:
1. | the election of ten directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; | ||
2. | a proposal to amend the Companys 2004 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan; | ||
3. | a proposal to reapprove the material terms of the performance goals for performance awards under the Companys 2004 Long-Term Incentive Plan; | ||
4. | an advisory vote on executive compensation; | ||
5. | an advisory vote on the frequency of an advisory vote on executive compensation; and | ||
6. | the ratification of the appointment of the firm Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2011. |
(b) The ten nominees of the Board of Directors of the Company were elected at the meeting, and,
with respect to (i) the proposal to amend the Companys 2004 Long-Term Incentive Plan to increase
the number of shares authorized for issuance under the plan, (ii) the proposal to reapprove the
material terms of the performance goals for performance awards under the
Companys 2004 Long-Term Incentive Plan and (iii) ratification of the appointment of Deloitte &
Touche LLP, each received the affirmative votes required for approval. With respect to the
advisory vote on executive compensation, a majority of the shares voted indicated their approval,
on an advisory basis, of the Companys executive compensation. With respect to the advisory vote
on the frequency of an advisory vote on executive compensation, 68.27% of the shares voted
indicated one year, 0.33% of the shares voted indicated two years and 26.91% of the shares voted
indicated three years as the preferred frequency for the Company to hold its advisory vote on
executive compensation.
The number of shares voted for, against and withheld, as well as the number of broker
non-votes and abstentions, as the case may be, as to each matter were as follows:
Proposal 1 Election of Directors:
Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||||||||
George Zimmer
|
46,220,873 | 1,075,421 | 1,430,659 | |||||||||
David H. Edwab
|
46,155,561 | 1,140,733 | 1,430,659 | |||||||||
Rinaldo S. Brutoco
|
46,427,305 | 868,989 | 1,430,659 | |||||||||
Michael L. Ray,
Ph.D.
|
46,780,982 | 515,312 | 1,430,659 | |||||||||
Sheldon I. Stein
|
46,463,192 | 833,102 | 1,430,659 | |||||||||
Deepak Chopra, M.D.
|
46,884,089 | 412,205 | 1,430,659 | |||||||||
William B. Sechrest
|
46,582,329 | 713,965 | 1,430,659 | |||||||||
Larry R. Katzen
|
46,603,773 | 692,521 | 1,430,659 | |||||||||
Grace Nichols
|
47,161,034 | 135,260 | 1,430,659 | |||||||||
Douglas S. Ewert
|
46,815,258 | 481,036 | 1,430,659 |
Proposal 2 Amendment of the Companys 2004 Long-Term Incentive Plan to increase the number of
shares authorized for issuance under the plan:
Shares Voted For
|
Shares Voted Against | Abstentions | Broker Non-Votes | |||
41,904,702 | 3,769,136 | 1,622,456 | 1,430,659 |
Proposal 3 Reapproval of the material terms of the performance goals for performance awards
under the Companys 2004 Long-Term Incentive Plan:
Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
44,837,412 | 826,954 | 1,631,928 | 1,430,659 |
Proposal 4 Advisory vote on executive compensation:
Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
44,593,939 | 1,103,885 | 1,598,470 | 1,430,659 |
Proposal 5 Advisory vote on the frequency of an advisory vote on executive compensation:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
32,292,041 | 158,369 | 12,727,788 | 2,118,096 | 1,430,659 |
Proposal 6 Ratification of independent registered public accounting firm:
Shares Voted For | Shares Voted Against | Abstentions | ||
47,364,610 | 1,360,715 | 1,628 |
Item 8.01 Other Events.
On June 15, 2011, the Company issued a press release announcing that at the Companys Annual
Shareholder Meeting Douglas S. Ewert became the Companys President and Chief Executive Officer,
succeeding George Zimmer as Chief Executive Officer. Also at the Annual Meeting, the Companys
shareholders elected Mr. Ewert to the Companys Board of Directors. As previously announced, Mr.
Zimmer will continue as the Companys Executive Chairman of the Board of Directors.
On June 16, 2011, the Company issued a press release announcing that its Board of Directors
declared a quarterly cash dividend of $0.12 per share on the Companys common stock, payable on
September 23, 2011 to shareholders of record at the close of business on September 13, 2011.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are included in this Form 8-K:
Exhibit | ||
Number | Description | |
10.1
|
First Amendment to The Mens Wearhouse, Inc. 2004 Long-Term Incentive Plan. | |
99.1
|
Press Release of the Company dated June 15, 2011. | |
99.2
|
Press Release of the Company dated June 16, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 17, 2011
THE MENS WEARHOUSE, INC. |
||||
By: | /s/ Neill P. Davis | |||
Neill P. Davis | ||||
Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer |
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
10.1
|
First Amendment to The Mens Wearhouse, Inc. 2004 Long-Term Incentive Plan. | |
99.1
|
Press Release of the Company dated June 15, 2011. | |
99.2
|
Press Release of the Company dated June 16, 2011. |