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EX-99.1 - PERRY ELLIS INTERNATIONAL, INCcg1061ex991.htm
EX-3.1 - PERRY ELLIS INTERNATIONAL, INCcg1061ex31.htm


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):  March 14, 2018


PERRY ELLIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Florida
(State or other jurisdiction
of incorporation)
0-21764
(Commission File No.)
59-1162998
(IRS Employer
Identification No.)

 
3000 N.W. 107th Avenue
Miami, Florida
(Address of principal executive offices)
 
33172
(Zip Code)

 
(305) 592-2830
(Registrant’s 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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 5.03                          Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

Effective March 14, 2018, the Board of Directors (the “Board”) of Perry Ellis International, Inc. (the “Company”) adopted an amendment (the “Amendment”) to Article 2, Section 14(c)(2) of the Company’s Bylaws. The Amendment extends the date by which nominations of persons for election to the Board may be submitted with respect to the Company’s 2018 annual meeting of shareholders to 5:00 p.m. Eastern time on April 12, 2018. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.


Item 8.01                          Other Events
 
On March 15, 2018, the Company issued a press release announcing the Amendment, a copy of which is filed as Exhibit 99.1 to this report and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
3.1
     
99.1
 


 
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.
 
 
PERRY ELLIS INTERNATIONAL, INC.
 
 
 
By:
/s/ Tricia Thompkins
 
Name:
Tricia Thompkins
 
Title:
EVP, General Counsel & Secretary

Dated:  March 15, 2018