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 27, 2012
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6380 Rogerdale Road
Houston, Texas
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77072
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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))
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On
March 27, 2012, pursuant to the terms of “The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan” (the “Plan”), the Compensation Committee of The Men’s Wearhouse, Inc. (the “Company”) adopted “The
Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan Subplan for UK Employees” (the “Subplan”) which is to be included as Appendix 1 to the Plan. A copy of the Subplan is filed herewith as Exhibit 10.1 and is hereby incorporated
herein by reference.
On March 29, 2012, the Company issued a press release announcing that its Board of Directors
declared a quarterly cash dividend of $0.18 per share on the Company’s common stock, payable on June 22, 2012 to shareholders of record at the close of business on June 12, 2012.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
. The following exhibits are included in this Form 8-K:
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Exhibit
Number
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Description
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10.1
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The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan Subplan for UK Employees.
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99.1
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Press Release of the Company dated March 29, 2012.
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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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THE MEN’S WEARHOUSE, INC.
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(Registrant)
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Date: March 29, 2012
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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,
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Treasurer and Principal Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan Subplan for UK Employees.
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99.1
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Press Release of the Company dated March 29, 2012.
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Exhibit 10.1
Appendix 1
THE MEN’S WEARHOUSE, INC.
2004 LONG-TERM INCENTIVE PLAN
SUBPLAN FOR UK EMPLOYEES
WITNESSETH:
WHEREAS, The Men’s Wearhouse, Inc. (the “Company”) maintains the plan known as “The Men’s Wearhouse, Inc. 2004
Long-Term Incentive Plan” (the “Plan”); and
WHEREAS, the Company retained the right in Section 14.16 of
the Plan to establish subplans under the Plan from time to time; and
WHEREAS, the Compensation Committee of the Board of
Directors of the Company approved resolutions on the date hereof to adopt this Subplan for UK Employees;
NOW, THEREFORE, the
Company hereby adopts this subplan which shall be attached to the Plan as Appendix 1:
1.1
Establishment of
Subplan
. The Company has previously established the incentive compensation plan known as “The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan” which provides in Section 14.16 thereof that in order to comply with the laws
in other countries in which the TMW Group operates or has Employees, the Committee, in its sole discretion, shall have the power and authority to establish subplans to the extent such actions may be necessary or advisable. Therefore, the Company
hereby establishes this subplan to be referred to as “The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan Subplan for UK Employees” (this “Subplan”).
1.2.
Terms of Subplan
. The terms and conditions of this Subplan shall be identical to the terms and conditions of
the Plan, which are, except as set forth in this Section 1.2 and in Section 1.3 below, hereby expressly incorporated herein and, as necessary, all references to the Plan shall be deemed to include this Subplan; provided, however, that
non-employee directors of the Company and its Affiliates (“Non-Employee Directors”) shall not be eligible to receive awards under this Subplan and all references to such Non-Employee Directors and any provisions under the Plan which apply
to awards to Non-Employee Directors (however defined under the Plan) shall not be made a part of this Subplan. All defined terms used in this Subplan and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.
1.3
Eligibility for Subplan
. The persons who are eligible to receive Awards under this Subplan are
those key Employees of the Company’s Affiliates that are located or operating in the United Kingdom.
Approved by the Compensation
Committee
of the Board of Directors of The Men’s Wearhouse, Inc.
On March 27, 2012
Exhibit 99.1
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FOR IMMEDIATE
RELEASE
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News Release
Contacts:
Neill Davis, Men’s Wearhouse
(281) 776-7000
Ken Dennard, DRG&L
(713) 529-6600
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MEN’S WEARHOUSE DECLARES QUARTERLY CASH DIVIDEND
HOUSTON – March 29, 2012—Men’s Wearhouse (NYSE: MW) announced that its Board of Directors declared a quarterly cash dividend of $0.18
per share on the Company’s common stock, payable on June 22, 2012 to shareholders of record at the close of business on June 12, 2012.
Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,166 stores. The Men’s Wearhouse, Moores and K&G stores carry a full
selection of men’s designer, brand name and private label suits, sport coats, furnishings and accessories and Men’s Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of women’s apparel.
Tuxedo rentals are available in the Men’s Wearhouse, Moores and Men’s Wearhouse and Tux stores. Additionally, Men’s Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and
Dimensions and Alexandra in the United Kingdom.
For additional information on Men’s Wearhouse, please visit the Company’s websites
at
www.menswearhouse.com
,
www.kgstores.co
m
,
www.mooresclothing.com
,
www.twinhill.com
,
www.dimensions.co.uk
and
www.alexandra.co.uk
.