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): June 15, 2017

 

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Texas
(State or other jurisdiction

 

1-16097
(Commission File Number)

 

47-4908760
(IRS Employer Identification No.)

of incorporation)

 

 

 

 

 

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices)

 

 

 

77072
(Zip Code)

 

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):

 

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.

 

On June 15, 2017, the shareholders of Tailored Brands, Inc. (the “Company”) adopted an amendment to the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the Company’s 2016 Long-Term Incentive Plan, as amended, being referred to herein as the “Amended Plan”).  A copy of the Amended Plan is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

(a)           On June 15, 2017, the Company held its Annual Meeting of Shareholders.  At the meeting, the shareholders voted on the following proposals:

 

1.                                      the election of nine directors to the Company’s Board of Directors for the coming year;

 

2.                                      adoption of an amendment to the Tailored Brands, Inc. 2016 Long-Term Incentive Plan and reapproval of the material terms of the performance goals;

 

3.                                      approval, on an advisory basis, of the compensation of the Company’s named executive officers;

 

4.                                      approval, on an advisory basis, of the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers, and

 

5.                                      the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017.

 

(b)                                 The nine nominees of the Board of Directors of the Company were elected at the meeting, proposals 2, 3 and 5 each received the affirmative votes required for approval and the largest percentage of shares voted indicated one year as the preferred frequency for proposal 4.

 

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 proposal were as follows:

 

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Proposal 1 — Election of Directors:

 

Nominee

 

Shares Voted For

 

Shares Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Dinesh S. Lathi

 

39,053,465

 

507,498

 

6,100,252

 

 

 

 

 

 

 

 

 

David H. Edwab

 

39,025,033

 

535,930

 

6,100,252

 

 

 

 

 

 

 

 

 

Douglas S. Ewert

 

39,053,126

 

507,837

 

6,100,252

 

 

 

 

 

 

 

 

 

Irene Chang Britt

 

39,063,618

 

497,345

 

6,100,252

 

 

 

 

 

 

 

 

 

Rinaldo S. Brutoco

 

38,932,468

 

628,495

 

6,100,252

 

 

 

 

 

 

 

 

 

Theo Killion

 

39,275,341

 

285,622

 

6,100,252

 

 

 

 

 

 

 

 

 

Grace Nichols

 

38,837,292

 

723,671

 

6,100,252

 

 

 

 

 

 

 

 

 

William B. Sechrest

 

38,868,392

 

692,571

 

6,100,252

 

 

 

 

 

 

 

 

 

Sheldon I. Stein

 

39,017,544

 

543,419

 

6,100,252

 

 

Proposal 2 — Adoption of an amendment to the Tailored Brands, Inc. 2016 Long-Term Incentive Plan and reapproval of the material terms of the performance goals:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-Votes

 

30,190,262

 

9,292,933

 

77,768

 

6,100,252

 

 

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-Votes

 

35,093,612

 

4,416,012

 

51,339

 

6,100,252

 

 

Proposal 4 — Approval, on an advisory basis, of the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers:

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

34,448,365

 

146,228

 

4,923,994

 

42,376

 

 

3



 

Proposal 5 — Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

44,595,240

 

1,024,995

 

40,980

 

 

(d)           A majority of the votes cast by the shareholders voted, on an advisory basis, to hold an annual advisory vote to approve the compensation of the Company’s named executive officers, which was consistent with the Board of Director’s recommendation included in the Company’s proxy statement.  As a result, the Board of Directors of the Company has decided that the Company will include an advisory vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers, which will occur no later than the Company’s Annual Meeting of Shareholders in 2023.

 

Item 8.01              Other Events.

 

On June 16, 2017, 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 September 22, 2017 to shareholders of record at the close of business on September 12, 2017.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)  Exhibits.  The following exhibits are included in this Form 8-K:

 

Number

 

Description

 

 

 

10.1

 

Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended (incorporated by reference from Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2017 Annual Meeting of Shareholders of the Company filed with the Commission on May 4, 2017 (File No. 1-16097).

 

 

 

99.1

 

Press Release of the Company dated June 16, 2017 (filed herewith).

 

4



 

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 16, 2017

 

 

 

 

 

 

TAILORED BRANDS, INC.

 

 

 

 

By:

/s/ BRIAN T. VACLAVIK

 

 

Brian T. Vaclavik

 

Senior Vice President and Chief Accounting Officer

 

 

5



 

Index to Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended (incorporated by reference from Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2017 Annual Meeting of Shareholders of the Company filed with the Commission on May 4, 2017 (File No. 1-16097).

 

 

 

99.1

 

Press Release of the Company dated June 16, 2017 (filed herewith).

 

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