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): May 17, 2017
Tailored Brands, Inc.
(Exact name of registrant as specified in its charter)
Texas |
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1-16097 |
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47-4908760 |
(State or other jurisdiction
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6380 Rogerdale Road
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77072 |
(Address of principal executive offices) |
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(Zip Code) |
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281-776-7000 |
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(Registrants telephone number,
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Tailored Brands, Inc. (the Company) adopted a new form of performance unit award agreement to be used in connection with the grant of performance units to certain of the named executive officers and executive officers of the Company on or about May 17, 2017. The form of agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits . The following exhibit is included in this Form 8-K:
Exhibit |
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Description |
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10.1 |
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Form of May 2017 Performance Unit Award Agreement, for executive officers, under the Tailored Brands, Inc. 2016 Long-Term Incentive Plan. |
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: May 17, 2017 |
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TAILORED BRANDS, INC. |
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By: |
/s/ Brian T. Vaclavik |
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Brian T. Vaclavik |
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Senior Vice President and Chief Accounting Officer |
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Exhibit 10.1
Core EPS
TAILORED BRANDS, INC.
2016 LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARD AGREEMENT
Tailored Brands, Inc., a Texas corporation (the Company), hereby grants to the undersigned employee of the Company (the Employee) the following Performance Units Award (Performance Units) pursuant to the terms and conditions of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the Plan), and this Performance Unit Award Agreement (this Award Agreement).
1. Name of Employee: |
[ · ] |
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2. Grant Date: |
[ · ], 20[ · ] (the Grant Date) |
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3. Performance Period: |
The period commencing on [ · ], 20[ · ] and ending on [ · ], 20[ · ] (the Performance Period) |
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4. Performance Units Granted: |
[ · ] |
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5. Vesting: |
Except as otherwise provided in this Award Agreement, the Performance Units will vest only if and to the extent that: (a) the Compensation Committee determines that the Performance Goals set forth in Section 6 of this Award Agreement (the Performance Goals) have been satisfied; and (b) the Employee is employed with the Company or any Affiliate on the last day of the applicable time-vesting period set forth in Section 7 of this Award Agreement. |
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6. Performance Goals: |
The Performance Goal applicable to the Performance Units granted to the Employee pursuant to this Award Agreement shall be Core EPS, as defined in Exhibit A attached hereto and made a part of this Award Agreement.
At the end of the Performance Period, if Core EPS is less than $[ · ], the Performance Units awarded under this Award Agreement shall be forfeited and no longer considered outstanding or to be held by the Employee as of the close of business on the date on which the Compensation Committee certifies that Core EPS is less than $[ · ]. If Core EPS is equal to or greater than $[ · ], the number of Performance Units awarded under this Award Agreement shall be multiplied by a percentage based upon the actual Core EPS as indicated on Exhibit B attached hereto and made a part of this Award Agreement. The resulting number from this calculation shall be the number of Adjusted Performance Units that shall remain outstanding and |
19. Forfeiture for Cause: |
Notwithstanding any other provision of this Agreement, the Performance Units and any resulting Adjusted Performance Units granted hereunder shall be subject to the Forfeiture for Cause provisions contained in Section 4.7 of the Plan. |
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20. Effect on Other Agreements: |
The parties acknowledge and agree that, with the exception of an employment agreement, if applicable to the Employee, the provisions of this Award Agreement shall supersede any and all other agreements and rights that the Employee has under any agreements or arrangements between the Employee and the Company, whether in writing or otherwise, with respect to the matters set forth herein. |
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has executed this Award Agreement, all effective as of the Grant Date.
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TAILORED BRANDS, INC. |
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By: |
[ · ] |
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Name: |
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Title: |
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EMPLOYEE: |
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Name: |
[ · ] |
EXHIBIT A
Definition of Core EPS
For purposes of this Award Agreement, the term Core EPS shall have the following meaning:
Core EPS shall mean diluted net earnings per share of Stock allocated to common shareholders for the fiscal year ending [ · ], 20[ · ], (the [ · ] Fiscal Year ), calculated pursuant to the formula [(a) - (b) - (c)] * [1 (d)] ÷ (e), where (a) equals, for the Fiscal Year, the Companys earnings before interest and taxes (EBIT); (b) equals, for the Fiscal Year, the sum of EBIT from the operations of (i) Corporate Apparel and (ii) MW Cleaners; (c) equals, for the Fiscal Year, the Companys net interest expense; (d) equals, for the Fiscal Year, the Companys effective tax rate; and (e) equals diluted weighted-average shares outstanding for the Fiscal Year. In determining diluted net earnings per share of Stock allocated to common shareholders for the [ · ] Fiscal Year, the diluted weighted-average shares outstanding used in such determination shall not be reduced for any shares of Stock repurchased by the Company during the period from the Grant Date through the last day of the [ · ] Fiscal Year under any share repurchase authorization by the Board.
EXHIBIT B
Percentage By Which Performance Units Multiplied To Determine
Number of Adjusted Performance Units
Core EPS |
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Percentage by Which
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Core EPS |
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Percentage by Which
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EXHIBIT C
Definition of Compete with the Business
of the Company and its Subsidiaries
For purposes of this Award Agreement, the term compete with the business of the Company and its subsidiaries shall include the Employees participation in any operations that compete with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of mens formal wear, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to the Employee and with respect to which the Employee devoted time as part of his or her employment on behalf of the Company or one or more of its subsidiaries, including but not limited to the business of dry cleaning, whether such participation is individually or as an officer, director, joint venture, agent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) or any individual, corporation, association, partnership, joint venture or other business entity so engaged and shall be applicable with respect to the United States, Canada, the United Kingdom and any other country in which the Employee would be competing with the business of the Company or its subsidiaries.
EXHIBIT D
Change in Control Provisions Applicable to
Performance Units and Adjusted Performance Units
Events Occurring After a Change in Control
In the event that a Change in Control occurs, the Performance Units and Adjusted Performance Units will vest in the manner described in the following schedule, based upon the applicable event described therein:
Date of Change in Control |
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Event Affecting Employee |
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Vesting of Performance Units
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On or Before [ · ], 20[ · ] |
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1. Remains employed on Vesting Date |
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1. 100% of number of Performance Units will vest on Vesting Date |
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2. Termination of Employment before Vesting Date either (a) by Company otherwise than as a result of a Termination for Cause; or (b) by the Employee pursuant to a Termination for Good Reason |
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2. 100% of number of Performance Units will vest on date of Separation From Service |
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On or After [ · ], 20[ · ]
For any Change in Control occurring on or after [ · ], 20[ · ], for all purposes under this Award Agreement, the Company will undertake to require the acquirer to preserve and maintain the Companys business and accounting in all manner necessary so that all factors needed to prepare the calculations in Section 6 of this Award Agreement will then be available |
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1. Remains employed on Vesting Date |
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1. 100% of number of Adjusted Performance Units (as calculated under Section 6 of this Award Agreement) will vest on Vesting Date |
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2. Termination of Employment before Vesting Date either (a) by Company otherwise than as a result of a Termination for Cause; or (b) by the Employee pursuant to a Termination for Good Reason |
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2. 100% of number of Adjusted Performance Units (as calculated under Section 6 of this Award Agreement) will vest on the date of Separation From Service |
Events Occurring Before a Change in Control
In the event that certain events affecting the Employee occur prior to, and in anticipation of, a Change in Control, the Performance Units and Adjusted Performance Units will vest in the manner described in the following schedule, based upon the applicable event described therein:
Event Affecting Employee |
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Vesting of Performance Units or
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1. Termination of Employment before [ · ], 20[ · ] in anticipation of a Change in Control either (a) by the Company otherwise than as a result of a Termination for Cause; or (b) by the Employee pursuant to a Termination for Good Reason |
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1. 100% of number of Performance Units will vest on the date of Separation From Service |
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2. Termination of Employment on or after [ · ], 20[ · ] in anticipation of a Change in Control either (a) by the Company otherwise than as a result of a Termination for Cause; or (b) by the Employee pursuant to a Termination for Good Reason |
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2. 100% of the number of Adjusted Performance Units (as calculated under Section 6 of this Award Agreement) will vest on the Vesting Date |