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)
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June 15, 2011
The Men’s Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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1-16097
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74-1790172
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of incorporation)
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6380 Rogerdale Road
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Houston, Texas
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77072-1624
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(Address of principal executive offices)
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(Zip Code)
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(281) 776-7000
(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Men’s Wearhouse, Inc. (the “Company”) approved the
First Amendment to the Company’s 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 Company’s shareholders elected Mr. Ewert to the Company’s Board of
Directors. As previously announced, Mr. Zimmer will continue as the Company’s 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:
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1.
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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;
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2.
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a proposal to amend the Company’s 2004 Long-Term Incentive Plan to increase the
number of shares authorized for issuance under the plan;
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3.
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a proposal to reapprove the material terms of the performance goals for
performance awards under the Company’s 2004 Long-Term Incentive Plan;
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4.
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an advisory vote on executive compensation;
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5.
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an advisory vote on the frequency of an advisory vote on executive
compensation; and
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6.
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the ratification of the appointment of the firm Deloitte & Touche LLP as
independent registered public accounting firm for the Company for fiscal 2011.
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(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 Company’s 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
Company’s 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 Company’s 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:
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Nominee
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Shares Voted For
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Shares Withheld
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Broker Non-Votes
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George Zimmer
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46,220,873
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1,075,421
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1,430,659
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David H. Edwab
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46,155,561
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1,140,733
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1,430,659
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Rinaldo S. Brutoco
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46,427,305
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868,989
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1,430,659
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Michael L. Ray,
Ph.D.
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46,780,982
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515,312
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1,430,659
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Sheldon I. Stein
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46,463,192
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833,102
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1,430,659
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Deepak Chopra, M.D.
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46,884,089
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412,205
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1,430,659
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William B. Sechrest
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46,582,329
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713,965
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1,430,659
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Larry R. Katzen
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46,603,773
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692,521
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1,430,659
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Grace Nichols
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47,161,034
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135,260
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1,430,659
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Douglas S. Ewert
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46,815,258
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481,036
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1,430,659
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Proposal 2 — Amendment of the Company’s 2004 Long-Term Incentive Plan to increase the number of
shares authorized for issuance under the plan:
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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41,904,702
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3,769,136
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1,622,456
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1,430,659
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Proposal 3 — Reapproval of the material terms of the performance goals for performance awards
under the Company’s 2004 Long-Term Incentive Plan:
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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44,837,412
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826,954
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1,631,928
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1,430,659
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Proposal 4 — Advisory vote on executive compensation:
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Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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44,593,939
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1,103,885
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1,598,470
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1,430,659
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Proposal 5 — Advisory vote on the frequency of an advisory vote on executive compensation:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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32,292,041
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158,369
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12,727,788
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2,118,096
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1,430,659
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Proposal 6 — Ratification of independent registered public accounting firm:
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Shares Voted For
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Shares Voted Against
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Abstentions
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47,364,610
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1,360,715
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1,628
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Item 8.01 Other Events.
On June 15, 2011, the Company issued a press release announcing that at the Company’s Annual
Shareholder Meeting Douglas S. Ewert became the Company’s President and Chief Executive Officer,
succeeding George Zimmer as Chief Executive Officer. Also at the Annual Meeting, the Company’s
shareholders elected Mr. Ewert to the Company’s Board of Directors. As previously announced, Mr.
Zimmer will continue as the Company’s 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 Company’s 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:
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Exhibit
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Number
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Description
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10.1
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First Amendment to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan.
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99.1
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Press Release of the Company dated June 15, 2011.
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99.2
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Press Release of the Company dated June 16, 2011.
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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
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THE MEN’S WEARHOUSE, INC.
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By:
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/s/ Neill P. Davis
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Neill P. Davis
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Executive Vice President, Chief Financial Officer,
Treasurer and Principal Financial Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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10.1
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First Amendment to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan.
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99.1
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Press Release of the Company dated June 15, 2011.
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99.2
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Press Release of the Company dated June 16, 2011.
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Exhibit 10.1
FIRST AMENDMENT
TO THE MEN’S WEARHOUSE, INC.
2004 LONG-TERM INCENTIVE PLAN
THIS AGREEMENT by The Men’s Wearhouse, Inc. (the “Sponsor”),
WITNESSETH:
WHEREAS, the Sponsor maintains the plan known as “The Men’s Wearhouse, Inc. 2004 Long-Term
Incentive Plan” (the “Plan”); and
WHEREAS, the Sponsor retained the right in Section 13.1 of the Plan toamend the Plan from time
to time; and
WHEREAS, the Board of Directors of the Sponsor approved resolutions on the29th day of March,
2011, to amend the Plan;
NOW, THEREFORE, the Sponsor agrees that, effective upon the approval of a majority of the
shareholders of the Sponsor, Section 4.2 of the Plan is herebyamended in its entirety to read as
follows:
4.2.
Dedicated Shares; Maximum Awards
. The aggregate number of shares of Stock with
respect to which Awards may be granted under the Plan is 4,610,059. The aggregate number
of shares of Stock with respect to which Incentive Stock Options may be granted under the
Plan is 4,610,059. The aggregate number of shares of Stock with respect to which
Nonqualified Stock Options may be granted under the Plan is 4,610,059. The aggregate
number of shares of Stock with respect to which Stock Appreciation Rights may be granted
under the Plan is 4,610,059. The aggregate number of shares of Stock with respect to which
Restricted Stock Awards may be granted under the Plan is 2,305,030. The aggregate number
of shares of Stock with respect to which Performance Stock Awards may be granted under the
Plan is 2,305,030. The maximum number of shares of Stock with respect to which Incentive
Stock Options may be granted to an Employee during a Fiscal Year is 300,000. The maximum
number of shares of Stock with respect to which Nonqualified Stock Options may be granted
to an Employee or Director during a Fiscal Year is 300,000. The maximum number of shares
of Stock with respect to which Stock Appreciation Rights may be granted to an Employee or
Director during a Fiscal Year is 300,000. The maximum number of shares of Stock with
respect to which Restricted Stock Awards may be granted to an Employee or Director during
a Fiscal Year is 225,000. The maximum amount with respect to which Deferred Stock Unit
Awards may be granted to an Employee or Director during a Fiscal Year may not exceed in
value the Fair Market Value of 225,000 shares of Stock determined as of the date of grant.
The maximum number of shares of Stock with respect to which Performance Stock Awards may
be granted to an Employee or Director during a Fiscal Year is 225,000. The maximum number
of shares of Stock with respect to which Performance Unit Awards may be granted to an
Employee or Director
during a Fiscal Year is 225,000. The maximum number of shares of Stock with respect
to which Other Stock-Based Awards may be granted to an Employee during a Fiscal Year is
225,000. The maximum aggregate amount with respect to which Cash-Based Awards may be
awarded or credited to an Employee or Director during a Fiscal Year may not exceed in
value $3,000,000 determined as of the date of grant. The maximum aggregate amount with
respect to which Performance Unit Awards may be awarded or credited to an Employee or
Director during a Fiscal Year may not exceed in value $3,000,000 determined as of the date
of grant. Each of the foregoing numerical limits stated in this Section 4.2 shall be
subject to adjustment in accordance with the provisions of Section 4.6. The number of shares of Stock stated in this Section 4.2 shall also be increased by such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XI;
provided, however, that such increase shall be conditioned upon the approval of the
stockholders of the Company to the extent stockholder approval is required by law or
applicable stock exchange rules.
Approved by the Board of Directors
On March 29, 2011
