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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

 

THE MEN'S WEARHOUSE, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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Amount Previously Paid:
        
 
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    (4)   Date Filed:
        
 

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:   Wednesday, July 1, 2015

Time:

 

11:00 a.m., Pacific daylight time

Place:

 

The Men's Wearhouse, Inc. executive offices,
6100 Stevenson Blvd., Fremont, CA 94538

Record Date:

 

If you were a shareholder of record at the close of business on Wednesday, May 6, 2015, you may vote at the meeting and any adjournment(s) thereof.

Items of Business:

 

To elect eight directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified;

To approve a proposal to amend the Company's 2004 Long-Term Incentive Plan, as amended, to (i) increase both the number of shares authorized for issuance under the plan and the related annual limits to individual participants and (ii) remove remaining share recycling provisions from the plan;

To approve the material terms of the performance goals for performance awards under the Company's 2004 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code;

To approve, on an advisory basis, the compensation of the Company's named executive officers;

To ratify the appointment of the firm of Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2015; and

To transact such other business as may properly come before the meeting or any adjournment thereof.


Proxy Voting:

 

You are cordially invited to attend the meeting in person. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the Annual Meeting in person. As described in the Notice of Availability of Proxy Materials, you may submit your proxy by mail, Internet, or telephone. If you attend the meeting you can vote either in person or by your proxy. For further details on voting, please refer to the section entitled "Voting and Other Information" beginning on page 1 of the proxy statement.

Admission to the Annual Meeting:

 

If you wish to attend the meeting in person and you are a registered owner of shares of stock on the record date, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares as of the record date that are held for your benefit by a bank, broker or other nominee, in addition to the picture identification, you will need proof of ownership of our common stock on the record date to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker, or other nominee holder that shows that you were an owner on the record date are acceptable examples of proof of ownership.

 

                   By Order of the Board of Directors

 

 


GRAPHIC
    Michael W. Conlon
Secretary

May 19, 2015


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HOW TO VOTE

LOGO

        Your broker may not vote on any non-routine matters without instructions from you. If you are a beneficial owner of our Common Stock and do not give your broker instructions on how to vote your shares, the broker will return the proxy card to us without voting on proposals not considered "routine." This is known as a broker non-vote. Only the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2015 is considered to be a routine matter.


Vote Right Away

        Even if you plan to attend our Annual Meeting in person, please read this proxy statement carefully and vote right away using any of the following methods. In all cases, have your proxy card or voting instruction card in hand and follow the instructions.

By Internet   By telephone   By mailing your proxy card



GRAPHIC


 



GRAPHIC


 



GRAPHIC

Visit 24/7
www.proxyvote.com

 

Dial toll-free 24/7
(800) 690-6903

 

Cast your ballot, sign your proxy card and send by mail in the enclosed postage-paid envelope

        Please follow the directions on your proxy card or voting instruction card carefully. If you hold our Common Stock in a brokerage account (that is, in "street name"), your ability to vote by telephone or over the Internet depends on your broker's voting process. If you plan to vote in person at the Annual Meeting and you hold our Common Stock in street name, you must obtain a proxy from your broker and bring that proxy to the meeting.

        If you hold your stock through a Men's Wearhouse employee benefit plan, please follow the instructions provided to you by each plan or broker through which you hold shares (which may be different than the instructions provided above). To vote all of your shares of our Common Stock, you must complete, sign, date, and return each proxy card you receive or vote the shares as instructed for each set of proxy materials you receive.


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GRAPHIC

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JULY 1, 2015

        This proxy statement is furnished to the shareholders of The Men's Wearhouse, Inc. (the "Company", also referred to in this proxy statement as "we", "us", or "our"), whose principal executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072, and at 6100 Stevenson Blvd., Fremont, California 94538, in connection with the solicitation by our Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held at 11:00 a.m., Pacific daylight time, on Wednesday, July 1, 2015, at the Company's executive offices located at 6100 Stevenson Blvd., Fremont, CA 94538, or any adjournment(s) thereof (the "Annual Meeting").

        The Annual Meeting will be held to:

        This proxy statement is being made available on or about May 22, 2015, to the holders of record of our common stock, $.01 par value per share ("Common Stock"), on May 6, 2015 (the "Record Date"). At the close of business on the Record Date, there were outstanding and entitled to vote 48,321,408 shares of our Common Stock, and only the holders of record on such date shall be entitled to vote at the Annual Meeting.

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2015 Proxy Statement Summary

  1

Annual Meeting of Shareholders

  1

Matters to be Voted on at the Annual Meeting

  1

Voting and Other Information

 
1

Election of Directors

 
5

Director Compensation

 
9

Corporate Governance

 
11

Director Qualifications

  11

Identifying and Evaluating Nominees for Directors

  12

Board of Directors Independence

  12

Board Leadership Structure and Role in Risk Oversight

  12

Attendance at the Annual Meeting of Shareholders

  13

Communications with the Company

  13

Investor Information

  13

Committees of the Board of Directors and Meeting Attendance

  13

Procedures and Processes for Determining Executive and Director Compensation

  15

Compensation Committee Interlocks and Insider Participation

  15

Compensation Committee Report

  16

Audit Committee Report

  16

Proposal to Amend the Company's 2004 Long-Term Incentive Plan

 
18

Overview of Proposed Amendments

  18

Summary of the 2004 Plan

  19

U.S. Federal Income Tax Consequences of Awards Granted Under the 2004 Plan

  27

Awards Under the 2004 Plan

  29

Equity Plan Compensation Information

 
31

Proposal to Approve the Material Terms of the Performance Goals for
Performance Awards Under the Company's 2004 Long-Term Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code

 
32

Overview

  32

Employees Eligible to Receive Performance Awards

  33

Business Criteria on which Performance Goals may be Based

  33

Maximum Amount Payable to an Employee upon Attainment of a Performance Goal

  34

Executive Officers

 
35

Executive Compensation

 
37

Compensation Discussion and Analysis

  37

Summary Compensation Table

  52

Employment Agreements

  53

Grants of Plan-Based Awards Table

  65

Outstanding Equity Awards At Fiscal Year End Table

  66

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 Option Exercises and Stock Vested Table

  69

Pension Benefits

  69

Nonqualified Deferred Compensation

  69

Potential Payments upon Termination or Change in Control

  69

Approval, On An Advisory Basis, of the Compensation of the Company's Named Executive Officers

 
78

Certain Relationships and Related Transactions

 
80

Transactions with Related Persons

  80

Policies and Procedures for Approval of Related Person Transactions

  80

Independent Registered Public Accounting Firm

 
81

Ratification of the Appointment of Independent Registered Public Accounting Firm

 
82

Security Ownership of Certain Beneficial Owners and Management

 
83

Section 16(a) Beneficial Ownership Reporting Compliance

 
84

Proposals for Next Annual Meeting

 
85

Other Matters

 
88

Appendix A: The Men's Wearhouse, Inc. 2004 Long-Term Incentive Plan, As Amended

 
A-1

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2015 PROXY STATEMENT SUMMARY

        This summary highlights information contained in this proxy statement. You should read the entire proxy statement carefully before voting.


Annual Meeting of Shareholders

Date and Time:   Wednesday, July 1, 2015, at 11:00 a.m., Pacific daylight time

Place:

 

The Men's Wearhouse, Inc. executive offices located at 6100 Stevenson Blvd., Fremont, CA 94538

Record Date:

 

If you were a shareholder of record at the close of business on May 6, 2015, you may vote at the meeting and any adjournment(s) thereof


Matters to be Voted on at the Annual Meeting

Matter
  Board
Recommendation
  Page Reference
for More
Information
Elect eight directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:

FOR   5

William B. Sechrest

 

Sheldon I. Stein


 

 

 

 
David H. Edwab   Grace Nichols        
Douglas S. Ewert   Allen I. Questrom        
Rinaldo S. Brutoco   B. Michael Becker        

Approve a proposal to amend the Company's 2004 Long-Term Incentive Plan, as amended, to (i) increase both the number of shares authorized for issuance under the plan and the related annual limits to individual participants and (ii) remove remaining share recycling provisions from the plan.

 

FOR

 

18

Approve the material terms of the performance goals for performance awards under the Company's 2004 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code.



FOR

 

32

Approve, on an advisory basis, the compensation of the Company's named executive officers.

 

FOR

 

78

Ratify the appointment of the firm of Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2015.



FOR

 

82
VOTING AND OTHER INFORMATION

        Who is soliciting my vote?    The Board of Directors of The Men's Wearhouse, Inc. is soliciting your vote at the Annual Meeting of Shareholders. Costs of the solicitation are being borne by the Company.

        Who may vote?    You may vote if you were the holder of record of shares of our Common Stock at the close of business on May 6, 2015, also referred to as the "Record Date". Only the holders of record shall be entitled to vote at the Annual Meeting. You are entitled to one vote on each matter presented at the Annual Meeting for each share of our Common Stock for which you were a holder of record on the Record Date. If you held shares of our Common Stock on the Record Date in "street name" (usually

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through a bank, broker, or other nominee), then the record holder of your shares will generally vote those shares in accordance with your instructions.

        What am I voting on?    You are voting on:

        What is the quorum requirement for holding the Annual Meeting?    The holders of a majority of the total shares of our Common Stock issued and outstanding on May 6, 2015, must be present in person or represented by proxy for the meeting to be held. The shares held by each shareholder who properly submits a proxy will be counted for purposes of determining the presence of a quorum at the meeting. As of the close of business on May 6, 2015, we had 48,321,408 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting.

        What vote is required to elect a director at the Annual Meeting?    To be elected, a director nominee must receive a plurality of the votes cast. The form of proxy provides a means for you to vote for all, some or none of the nominees. The withholding of authority to vote for some or all of the nominees by you will reduce the number of votes received by, but otherwise will have no effect on the results of the election of, those directors for whom authority to vote is withheld.

        What vote is required to pass the other proposals at the Annual Meeting?    The affirmative vote of a majority of the shares is required to approve all other proposals.

        What is the effect of an "abstain" vote on the proposals to be voted on at the Annual Meeting?    Abstentions are counted toward the calculation of a quorum, but are not treated as either a vote for or against a proposal. Except as discussed below with respect to advisory votes, an abstention has the same effect as a vote against a proposal or, in the case of the election of directors, as shares to which voting power has been withheld. With respect to the vote to approve, on an advisory basis, the compensation of our named executive officers, a shareholder's choice to abstain will reduce the number of votes cast for, but otherwise will have no effect on the results of, this advisory vote.

        What is the effect of a "broker non-vote" on the proposals to be voted on at the Annual Meeting?    A "broker non-vote" occurs if your shares of our Common Stock are not registered in your name and you do not provide the record holder of your shares (usually a bank, broker, or other nominee) with voting instructions on any matter as to which, under the New York Stock Exchange ("NYSE") Listing Standards, a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for your shares of our Common Stock. Broker non-votes are considered present for purposes of determining whether a quorum exists, but are not considered "votes cast" or shares "entitled to vote" with respect to any matter and therefore will have no effect on the results of a shareholder vote.

        Under the NYSE Listing Standards, the ratification of the appointment of our independent registered public accounting firm is the only matter for consideration at this meeting that a broker may vote on

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without your instructions. Therefore, if you do not provide instructions to the record holder of your shares with respect to all other proposals, a broker non-vote as to your shares of our Common Stock will result with respect to these proposals.

        If your shares of our Common Stock are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the shareholder voting on these important matters.

        How do I vote?    The process for voting your shares of our Common Stock depends on how your shares are held. Generally, you may hold shares in your name as a "record holder" (that is, in your own name) or in "street name" (that is, through a nominee, such as a broker or bank). If you hold shares of our Common Stock in street name, you are considered to be the "beneficial owner" of those shares.

        If you are a record holder, you may vote by proxy or you may vote in person at the Annual Meeting. If you are a record holder and would like to vote your shares by proxy prior to the Annual Meeting:

        If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Even if you vote by proxy, you may still attend the Annual Meeting.

        If your shares of our Common Stock are held in the name of a broker, bank, or other nominee, you should receive separate instructions from the holder of your shares describing how to vote. You must respond as set out in those instructions in order for your shares to be voted on the matters to be presented at the Annual Meeting. If you do not instruct your broker, bank, or other nominee on how to vote in the election of directors; the vote to approve the proposal to amend our 2004 Long-Term Incentive Plan; the vote to approve the material terms of performance goals for performance awards under our 2004 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code; and the vote to approve, on an advisory basis, the compensation of our named executive officers, your shares will not be voted on these matters.

        Nonetheless, if your shares of our Common Stock are held in the name of a broker, bank, or other nominee and you want to vote in person, you will need to obtain (and bring with you to the Annual Meeting) a legal proxy from the record holder of your shares (who must have been the record holder of your shares of our Common Stock as of the close of business on May 6, 2015) indicating that you were a beneficial owner of shares of our Common Stock as of the close of business on May 6, 2015, as well as the number of shares of which you were the beneficial owner on such date, and appointing you as the record holder's proxy to vote the shares of our Common Stock covered by that proxy at the Annual Meeting.

        What if I do not specify a choice for a matter when returning a proxy?    Properly submitted proxies received either by mail, Internet, or telephone in time for the meeting will be voted as specified therein. If you did not indicate otherwise, the persons named as proxies on the proxy card will vote your shares of our Common Stock as follows:

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        Can I revoke my proxy?    Yes, you may revoke your proxy if you are a record holder by:

        If your shares of our Common Stock are held in street name through a broker, bank, or other nominee, you should contact the record holder of your shares regarding how to revoke your proxy.

        Why did I receive a Notice Regarding Internet Availability of Proxy Materials?    Pursuant to the "notice and access" rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide shareholders access to our proxy materials over the Internet. As a result, instead of a paper copy of our proxy materials, a Notice Regarding Availability of Proxy Materials will be delivered to some or all of our shareholders. This notice explains how you can access our proxy materials over the Internet and also describes how to request a printed copy of these materials.

        Why didn't I receive a Notice Regarding Internet Availability of Proxy Materials?    We are mailing our proxy materials to our shareholders who have previously requested to receive a paper copy of the proxy materials.

        How can I access the proxy materials over the Internet?    You can access this proxy statement and our 2014 Annual Report on Form 10-K at www.menswearhouse.com under "Investor Relations". If you wish to help reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all proxy materials for future annual meetings of shareholders electronically by e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

        How may I obtain a paper or e-mail copy of the proxy materials?    If you received a Notice Regarding Internet Availability of Proxy Materials, you will find instructions about how to obtain a paper or e-mail copy of the proxy materials and our 2014 Annual Report on Form 10-K in your notice. We will mail a paper copy of the proxy materials and our 2014 Annual Report on Form 10-K to all shareholders to whom we do not send a Notice Regarding Internet Availability of Proxy Materials.

        What should I do if I receive more than one Notice Regarding Internet Availability of Proxy Materials or more than one paper copy of the proxy materials?    Certain shareholders may receive more than one Notice Regarding Internet Availability of Proxy Materials or more than one paper copy of the proxy materials, including multiple proxy cards. For example, if you hold your shares of our Common Stock in more than one brokerage account, you may receive a separate notice or a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares of our Common Stock are registered in more than one name, you may receive a separate notice or a separate set of paper proxy materials and proxy card for each name in which you hold shares. To vote all of your shares of our Common Stock, you must complete, sign, date, and return each proxy card you receive or vote the shares to which each proxy card relates. If you have shares of our Common Stock held in one or more street names, you must complete, sign, date, and return to each bank, broker, or other nominee through which you hold shares each instruction card received from that bank, broker, or other nominee.

        How can I attend the Annual Meeting?    If you wish to attend the meeting in person and you are the record holder of shares of our Common Stock on May 6, 2015, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares of our Common Stock as of May 6, 2015 that are held for your benefit by a bank, broker, or other nominee, in addition to the picture identification, you will need proof of ownership of our Common Stock on May 6, 2015 to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker, or other nominee holder that shows that you were an owner on May 6, 2015, are examples of proof of ownership.

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ELECTION OF DIRECTORS

        At the Annual Meeting, eight directors, constituting the entire Board of Directors of the Company (the "Board of Directors" or the "Board"), are to be elected. All directors of the Company hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified or their earlier resignation or removal.

        The following persons have been nominated to fill the eight positions to be elected by the shareholders. It is the intention of the persons named in the proxy to vote the proxies for the election of the nominees named below, unless otherwise specified. Management of the Company does not contemplate that any of the nominees will become unavailable for any reason, but if that should occur before the meeting, proxies will be voted for another nominee, or other nominees, to be selected by the Nominating and Corporate Governance Committee of the Board of Directors.

Name   Age   Position with the Company   Director
Since

William B. Sechrest

  72   Chairman of the Board   2004

David H. Edwab

  60   Vice Chairman of the Board   1991

Douglas S. Ewert

  51   Chief Executive Officer and Director   2011

Rinaldo S. Brutoco

  68   Director   1992

Sheldon I. Stein

  61   Director   1995

Grace Nichols

  68   Director   2011

Allen I. Questrom

  75   Director   2013

B. Michael Becker

  70   Director   2013

        Further biographical information about our nominees for director and the experience, qualifications, attributes, and skills considered by our Nominating and Corporate Governance Committee and Board of Directors in determining that the nominee should serve as a director appears below.


William B. Sechrest
     

Mr. Sechrest was a founding shareholder in the law firm of Winstead Sechrest & Minick P.C. from 1973 to 2006, specializing in finance and banking practice. Currently, Mr. Sechrest is actively involved as a founding shareholder and member of the board of directors of Ojai Community Bank and Ojai Energy Systems, Inc., is the chief financial officer of Ojai Energy Systems,  Inc., and is a member of the law firm Calhoun, Bhella & Sechrest LLP. Mr. Sechrest is a member of the American College of Real Estate Lawyers. Mr. Sechrest was appointed non-executive Chairman of the Board of Directors of the Company in 2014.

  Director Qualifications:

Combines legal, financial, organizational and interpersonal skills in an effective way

Forty years of experience in advising others with organizing, developing, financing and protecting a business or an idea

Wise counsel from almost all areas of business

Calm leadership and alignment

Fosters dialogue on important issues

Board Committees:

Audit

Transaction

     

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David H. Edwab
     

Mr. Edwab joined the Company in 1991 and served as Senior Vice President, Treasurer and Chief Financial Officer of the Company. In 1993, he served as Chief Operating Officer of the Company. In 1997, Mr. Edwab was named President of the Company. In 2000, Mr. Edwab resigned as President of the Company to join Bear, Stearns & Co. Inc. ("Bear Stearns") as a Senior Managing Director and Head of the Retail Group in the Investment Banking Department. Concurrently, Mr. Edwab was named Vice Chairman of the Board for the Company. In 2002, Mr. Edwab re-joined the Company as executive Vice Chairman of the Board until his retirement as an executive officer and employee of the Company on October 1, 2014. He continues to serve as the non-executive Vice Chairman of the Board. Mr. Edwab is also a director of New York & Company, Inc., where he serves as chairman of their nomination and governance committee and is on their audit committee, and Vitamin Shoppe, Inc., where he serves as lead director, is on their audit committee, and is chairman of their compensation committee.

  Director Qualifications:

Constantly looking for new opportunities and follows through

Great energy, focus and analytical skills

Broad experience and skill on the financial and operational sides of retailing

Grounded in realities but always seeing new possibilities

Experience in mergers and acquisitions

Outstanding network

Board Committees:

Transaction


Douglas S. Ewert
     

Mr. Ewert joined the Company in 1995. From 1996 to 1999, he served as General Merchandise Manager. From 1999 to 2000, he served as Vice President – Merchandising and General Merchandise Manager. In April 2000, he was named Senior Vice President – Merchandising, and in March 2001, he was named Executive Vice President and Chief Operating Officer of K&G Men's Company. In March 2002, he was named Executive Vice President and General Merchandise Manager for the Company. In January 2005, he was named Executive Vice President and Chief Operating Officer. In January 2008, he was named President and Chief Operating Officer. On June 15, 2011, Mr. Ewert became President and Chief Executive Officer of the Company and, in September 2014, his title was changed to Chief Executive Officer.

  Director Qualifications:

Extensive experience with the Company

Extensive experience in men's retailing

Demonstrated effective leadership within the Company

Exceptional interpersonal skills within the Company's organization

Board Committees:

Transaction

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Rinaldo S. Brutoco
     

Mr. Brutoco has been, since 2000, President and Chief Executive Officer of ShangriLa Consulting, Inc., which is affiliated with the ShangriLa Group, a privately held consulting and merchant banking concern. He also is founder, President and Chief Executive Officer of the World Business Academy and has authored multiple books and articles on energy policy and innovation.

  Director Qualifications:

Brings legal, financial, innovation, retailing and organizational transformation experience and proven skills

Extensive knowledge of new technologies and ways of doing business

Skilled in helping maintain the corporate culture and values important to the Company's success

Evaluates strategies at all levels of implementation

Board Committees:

Audit

Nominating and Corporate Governance


Sheldon I. Stein
     

Mr. Stein is the President and Chief Executive Officer of Glazer's Distributors, one of the country's largest distributors of wine, spirits, and malt products. From 2008 until July 2010, Mr. Stein was a Vice Chairman of Global Investment Banking and Head of Southwest Investment Banking for Bank of America, Merrill Lynch. Before joining Merrill Lynch in 2008, Mr. Stein had been with Bear Stearns for over twenty years as a Senior Managing Director running Bear Stearns' Southwest Investment Banking Group and as a member of Bear Stearns' President Advisory Council. Mr. Stein is also a director of Alon USA Partners, LP, where he serves on the audit committee. In addition, Mr. Stein served as a director of Tuesday Morning Corporation from September 2011 until May 31, 2012.

  Director Qualifications:

Keen perspective and skill in building solid Company value

Long history of providing strategic advice to chief executive officers of major companies with his sharp intellect coupled with practical wisdom

Broad network of business and personal relationships and perspectives

Experience and skills in corporate finance, mergers and acquisitions

CEO of one of the 200 largest privately held companies in the nation

Board Committees:

Compensation, Chair

Nominating and Corporate Governance

Transaction

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Grace Nichols
     

Ms. Nichols spent more than twenty years at Limited Brands, including 14 years as Chief Executive Officer of Victoria's Secret Stores from 1992 until she retired in January 2007. From 1986 to 1992, she served as Executive Vice President of Victoria's Secret Stores. Prior to joining Limited Brands, Ms. Nichols held various senior merchandising positions in teen's and women's apparel at The Broadway Southern California divisions of Carter, Hawley, Hale, Inc. Ms. Nichols is also a director of New York & Company, Inc., where she serves as non-executive chairperson and is on the nomination and governance committee and the compensation committee. In addition, Ms. Nichols served as a director of Pacific Sunwear of California Inc. from 2007 to March 20, 2012. Ms. Nichols holds a Professional Director Certification from the American College of Corporate Directors, a national public director and credentialing organization.

  Director Qualifications:

Extensive experience as a senior executive and director in the retail industry

Ability to understand and analyze the operational and management challenges associated with large retailers

Particular expertise in branding and merchandising

Experience and insights regarding the retail industry from a woman's perspective

Board Committees:

Nominating and Corporate Governance, Chair

Compensation


Allen I. Questrom
     

Mr. Questrom was Chairman and Chief Executive Officer of Neiman Marcus, Inc. from 1988 to 1990. He was Chairman and CEO of Federated Department Stores, Inc. (now Macy's) from February 1990 to May 1997. He served as Chairman of the Board of Barneys New York, Inc. from May 1997 to January 2001 and as Chief Executive Officer and President from May 1997 until September 2000. From 2000 through December 2004, he was the Chairman and Chief Executive Officer of J.C. Penney Company. He has been a Senior Advisor for Lee Equity Partners since 2006. Mr. Questrom is currently a member of the Board of Directors of each of the Glazer Family of Companies and At Home retail chain, and a Trustee of Boston University. Until June 2014, Mr. Questrom was a member of the board of directors of Sotheby's; until 2013, a member of the board of directors of Foot Locker, Inc.; and until 2010, a member of the board of directors of Wal-Mart Stores, Inc. and was non-executive chairman of Deb Shops, Inc.

  Director Qualifications:

Over 40 years of executive management experience as the chief executive officer of several large, publicly-held retailers

Extensive knowledge of the retailing industry, including expertise in customer service, merchandising and marketing

Retailing financial expertise gained through years as a retailing chief executive officer

Board Committees:

Transaction

Compensation

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B. Michael Becker
     

Mr. Becker spent his career as an Audit Partner for Ernst & Young LLP from 1979 until his retirement in 2006. Mr. Becker was a Senior Consultant on airline risks to Pay Pal, Inc. from August 2008 to November 2009 and from August 2006 to August 2008 had a consulting practice which had an arrangement with Ernst & Young LLP to provide accounting and audit consulting services for two of its clients. Mr. Becker holds an MBA and is also a director at Vitamin Shoppe, Inc., where he is chairman of its audit committee and is on its compensation committee.

  Director Qualifications:

Extensive experience in accounting and financial matters

Deep experience in auditing and financial reporting

Significant experience in serving a variety of retailers as auditor, consultant or board member

Board Committees:

Audit, Chair

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

DIRECTOR COMPENSATION

        Our employee directors do not receive any additional compensation in respect of their service as directors. After review of recommendations for board compensation provided by Pay Governance, a prominent consulting firm specializing in advisory services related to executive and director compensation, and as a result of our acquisition of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") and the additional responsibilities assumed by the Board over a now much larger enterprise, the Board increased its annual compensation commencing with the payments made at the end of the third quarter of fiscal 2014. Each of our non-employee directors now receives an annual cash retainer of $125,000 (increased from $100,000). In addition, Mr. Sechrest, as the Chairman of the Board, receives an additional annual cash retainer of $125,000 (increased from $50,000 as lead director). The Chair of the Audit Committee now receives an annual cash retainer of $25,000 (increased from $20,000), members of the Audit Committee who are not otherwise the Chairman of the Board or a chair of another committee will receive an annual cash retainer of $15,000 (increased from $10,000) and any members of the Audit Committee who are also the Chairman of the Board or chair another committee will continue to receive an annual cash retainer of $10,000. The Chair of the Compensation Committee now receives an annual cash retainer of $20,000 (increased from $10,000) and the Chair of the Nominating and Corporate Governance Committee receives an annual cash retainer of $15,000 (increased from $10,000).

        Further, each non-employee director on the last day of each fiscal quarter receives a grant of a number of shares of restricted stock equal to $31,250 (increased from $25,000) divided by the closing price of our Common Stock on the last trading day of such fiscal quarter. In addition, on September 11, 2014, each non-employee director received a one-time grant of 2,500 restricted shares of our Common Stock that vests on September 12, 2015 in recognition of the Jos. A. Bank acquisition and the additional responsibilities related thereto. Upon his or her appointment, any new director will receive a grant of 2,500 restricted shares of our Common Stock as of the first day such person is appointed or elected to the Board of Directors (changed from a grant of restricted shares having a fair market value equal to $25,000 on the date of grant). All such awards are or will be subject to the terms of the 2004 Plan. All restrictions on the restricted stock awards lapse one year after the date of grant or, if earlier, upon the occurrence of a Change in Control of the Company (as defined in the award agreements entered, or to be entered, into between us and the directors under the 2004 Plan, the form of which was filed as Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2015).

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        The following table summarizes compensation paid to each non-employee director during the fiscal year ended January 31, 2015:

Name   Fees Earned or
Paid in
Cash
($)
  Stock
Awards
($)
(1)(2)(3)
  Option
Awards
($)
(2)
  Non-Equity
Incentive Plan
Compensation
($)
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
  All Other
Compensation
($)
(4)
  Total
($)(3)
 

William B. Sechrest

    212,500     239,436                 10,938  (5)   462,874  

Rinaldo S. Brutoco

    125,000     239,436                 2,516     366,952  

Sheldon I Stein

    127,500     239,436                 2,516     369,452  

Grace Nichols

    121,264     239,436                 6,231  (6)   366,931  

Allen I. Questrom

    112,500     239,436                 3,289     355,225  

B. Michael Becker

    132,500     239,436                 3,691     375,627  

Michael L. Ray, Ph.D. (7)

    41,401     25,005  (8)               8,843  (9)   75,249  

Deepak Chopra, M.D. (7)

    37,637     25,005  (8)               8,843  (9)   71,485  

(1)
Represents aggregate grant date fair value of awards computed in accordance with FASB ASC topic 718 (for additional information see Note 11 of Notes to Consolidated Financial Statements including in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015).
(2)
The aggregate number of options and unvested stock awards held by each non-employee director as of January 31, 2015 was as follows:

 
  Aggregate Unvested Stock
Awards Outstanding as of
January 31, 2015
  Aggregate Options
Outstanding as of
January 31, 2015
 

William B. Sechrest

    4,845     3,000  

Rinaldo S. Brutoco

    4,845     4,500  

Sheldon I. Stein

    4,845     4,500  

Grace Nichols

    4,845      

Allen I. Questrom

    4,845      

B. Michael Becker

    4,845      

Michael L. Ray, Ph.D.

         

Deepak Chopra, M.D.

         
(3)
The total for each director, other than Mr. Ray and Dr. Chopra, includes $127,000 related to the one-time award of 2,500 shares described above.
(4)
Includes amount of dividends paid to the director on unvested restricted stock awards.
(5)
Includes $8,422 paid by us in 2014 with respect to the non-participant portion of the insurance premiums for Mr. Sechrest as a result of his participation in our group medical and dental plans.
(6)
Includes $3,715 paid by us in 2014 with respect to the non-participant portion of the insurance premiums for Ms. Nichols as a result of her participation in our group medical plan.
(7)
Mr. Ray and Dr. Chopra chose not to stand for re-election at the 2014 Annual Meeting.
(8)
In recognition of their service to the Company, the Board of Directors approved the waiving of the vesting requirement on any unvested restricted stock issued by the Company to Mr. Ray and Dr. Chopra effective as of June 18, 2014.
(9)
All Other Compensation for Mr. Ray and Dr. Chopra includes a stipend of $1,000 per month paid to each for their service on the Advisory Council to the Board of Directors.

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CORPORATE GOVERNANCE

        Our business and affairs are managed under the direction of the Board of Directors to enhance the long-term value of the Company for our shareholders. In exercising its authority to direct, the Board recognizes that the long-term interests of our shareholders are best advanced by appropriate consideration of other stakeholders and interested parties including employees and their families, customers, suppliers, communities and society as a whole. To assist the Board in fulfilling its responsibilities, the Board has adopted certain Corporate Governance Guidelines (the "Guidelines"). The Guidelines can be found on our website under "Investor Relations – Corporate Governance." As contemplated by the Guidelines, the Board of Directors has regular executive sessions where non-management directors meet without management participation. The director designated by the Board as the Chairman of the Board is the presiding director for each executive session.


Director Qualifications

        As set forth in the Guidelines, a majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, and the applicable rules of the NYSE. In addition, at least two-thirds in number (if two-thirds is not a whole number then at least the nearest whole number to two-thirds that is less than two-thirds) of the directors shall meet the following qualifications:

        A director shall not serve on more than four boards of directors of publicly-held companies (including our Board of Directors) unless the full Board determines that such service does not impair the director's performance of his or her duties to the Company. Directors are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee and will be expected to offer to resign if the Nominating and Corporate Governance Committee concludes that the director no longer meets our requirements for service on the Board of Directors. The Nominating and Corporate Governance Committee of the Board may establish from time to time additional qualifications for directors, taking into account the composition and expertise of the entire Board.

        The Board believes that directors should be shareholders and have a financial stake in the Company. Therefore, the Board requires directors to hold an ownership position in the Company, which in

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September 2014 was increased to the lesser of 12,000 shares or $625,000 in aggregate market value. New directors must reach the ownership requirement within five years of becoming a director. Each director has met the new requirement, except Messrs. Becker and Questrom who have until September 2016 to do so.


Identifying and Evaluating Nominees for Directors

        The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a diverse view of thoughts based on each Board member's knowledge, life experiences, capabilities, and ethnic background. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it does attempt to identify director nominees who can provide a diverse perspective to the Board of Directors.


Board of Directors Independence

        The Board of Directors has affirmatively determined that each member of the Board, with the exception of Messrs. Edwab and Ewert, is independent in accordance with NYSE Listing Standards and our Guidelines and has no current material relationship with the Company, except as a director.


Board Leadership Structure and Role in Risk Oversight

        The Board of Directors believes that it is beneficial to the Company and increases the effectiveness of the Board to have an independent director integrally involved in establishing and leading the Board agenda and interacting with management on a regular basis. As a result, the Board of Directors has appointed Mr. Sechrest to serve as the non-executive Chairman of the Board. In his capacity as Chairman, Mr. Sechrest consults regularly with Mr. Ewert and other members of management; has primary responsibility with Mr. Ewert for preparing the agenda for Board meetings; with Mr. Ewert, leads the meetings of the Board of Directors; and chairs the executive sessions of the Board. We believe that the bifurcation of the chairman and chief executive officer roles leads to more prudent risk management practices and brings a level of oversight to management activities that may not otherwise exist if the chairman and chief executive officer was a single individual.

        The Board of Directors addresses risks relating to the Company's overall business strategy, including the risks related to mergers and acquisitions, divestitures, and other significant non-recurring transactions. With respect to the oversight of the Company's operational risks, the Company's Chief Compliance Officer supervises the day-to-day risk management responsibilities and in turn reports to the Audit Committee on particular areas of risk. The Audit Committee focuses on the process the Company goes through to identify financial, operational and data security risks and the procedures for addressing such risks, and periodically requires the Chief Compliance Officer and other members of senior management to report to the Audit Committee with respect thereto. The Compensation Committee considers human resources risks and evaluates and sets compensation programs that encourage decision-making predicated upon a level of risk consistent with our business strategy and to ensure that our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

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Attendance at the Annual Meeting of Shareholders

        Our Board of Directors holds a regular meeting in conjunction with the Annual Meeting of Shareholders. Therefore, the directors are encouraged to and generally attend our Annual Meeting of Shareholders. All of the directors attended the 2014 Annual Meeting of Shareholders.


Communications with the Company

        Any shareholder or other interested party wishing to send written communications to any one or more members of our Board Committees or the Board of Directors, including the Chairman of the Board or other non-management directors, may do so by sending them in care of Corporate Compliance, 6380 Rogerdale Road, Houston, Texas 77072. All such communications will be reviewed by the Company and forwarded to Board members as appropriate.


Investor Information

        To obtain a printed copy of our Code of Business Conduct, Code of Ethics for Senior Management, Corporate Governance Guidelines or charters for the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors, send a written request to us in care of Corporate Compliance, 6380 Rogerdale Road, Houston, Texas 77072. This material is also available on our website at www.menswearhouse.com under "Investor Relations – Corporate Governance."


Committees of the Board of Directors and Meeting Attendance

        During the fiscal year ended January 31, 2015, no director attended fewer than 75% of all of the meetings of the Board of Directors and of any committee of which such director was a member.

        During the fiscal year ended January 31, 2015, the Board of Directors held ten meetings.

        The Board of Directors has established three standing committees: Audit, Compensation and Nominating and Corporate Governance. In addition, during 2013, the Board established a special Transaction Committee in connection with our acquisition of Jos. A. Bank, which continued to meet into early 2014 but is no longer an active committee.

        The committee(s) on which each director serves is set forth below:

 
  Audit   Compensation   Nominating and
Corporate Governance
  Transaction

William B. Sechrest

  X           X

David H. Edwab

              X

Douglas S. Ewert

              X

Rinaldo S. Brutoco

  X       X    

Sheldon I. Stein

      X   X   X

Grace Nichols

      X   X    

Allen I. Questrom

      X       X

B. Michael Becker

  X            

Audit Committee

        The Audit Committee operates under a written charter. The Board affirmatively determined that all members of the Audit Committee are "independent" in accordance with the NYSE Listing Standards and Rule 10A-3(b)(1) of the Exchange Act. In addition, the Board has determined that each of the members of the Audit Committee is "financially literate" and is an "audit committee financial expert," as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee Chair is Mr. Becker. The Committee's responsibilities to the Board of Directors are detailed in

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the Amended and Restated Charter of the Audit Committee, which can be found on the Company's website under "Investor Relations – Corporate Governance," and are discussed in further detail in the Audit Committee's report which appears below. During the fiscal year ended January 31, 2015, the Audit Committee held nine meetings.

Compensation Committee

        The Compensation Committee operates under a written charter. The Board affirmatively determined that each member of the Compensation Committee is "independent" in accordance with the NYSE Listing Standards, is a "non-employee director," as defined in Section 16 of the Exchange Act, and is an "outside director," as defined by Section 162(m) of the Internal Revenue Code. The Compensation Committee Chair is Mr. Stein. The Compensation Committee reviews and approves our overall compensation policy and considers and approves, on behalf of the Board of Directors, the compensation of our Named Executive Officers, including the Chief Executive Officer and certain other senior officers, and the implementation of any compensation program for the benefit of any of our executive officers. The Compensation Committee's responsibilities to the Board of Directors are detailed in the Charter of the Compensation Committee which can be found on the Company's website under "Investor Relations – Corporate Governance." During the fiscal year ended January 31, 2015, the Compensation Committee held ten meetings. The Compensation Committee's report appears below.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee operates under a written charter. The Board affirmatively determined that all members of the Nominating and Corporate Governance Committee are "independent" in accordance with the NYSE Listing Standards. The Nominating and Corporate Governance Committee Chair is Ms. Nichols. The Nominating and Corporate Governance Committee develops and recommends to the Board of Directors a set of corporate governance principles for the Company, studies and reviews with management the overall effectiveness of the organization of the Board of Directors and the conduct of its business and reports and makes recommendations to the Board of Directors as appropriate, and considers candidates to be elected directors and recommends to the Board of Directors the nominees for directors. The Nominating and Corporate Governance Committee's responsibilities to the Board of Directors are detailed in the Charter of the Nominating and Corporate Governance Committee which can be found on the Company's website under "Investor Relations – Corporate Governance."

        The Nominating and Corporate Governance Committee normally does not consider unsolicited director nominees put forth by shareholders because the need for a new director generally only occurs on limited occasions when a director position becomes open as a result of a decision to increase the size of the Board or if a director retires or resigns. If and when such an event might occur, the Board of Directors feels that it is in the best interest of the Company to focus our resources on evaluating candidates at the appropriate time and who come to us through reputation or a relationship which initially validates the reasonableness of the person as a candidate or through professional search processes that do the same. During the fiscal year ended January 31, 2015, the Nominating and Corporate Governance Committee held one meeting.

Transaction Committee

        In November 2013, the Board established a special Transaction Committee following the unsolicited proposal from Jos. A. Bank to acquire the Company. The Board established the special Transaction Committee for the limited purpose of coordinating with Company management discussions related to a possible combination with Jos. A. Bank, to actively participate in the negotiations with respect to such a combination, and to make recommendations to the full Board of Directors with respect to any such combination. The Transaction Committee recommended, and the full Board approved, that we enter into an Agreement and Plan of Merger with Jos. A. Bank, dated as of March 11, 2014, pursuant to which we

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acquired Jos. A. Bank on June 18, 2014, for total consideration of approximately $1.8 billion. The Transaction Committee is not a standing committee of the Board but may be reconstituted in the event another significant potential transaction is presented to the Board in the future. During the fiscal year ended January 31, 2015, the Transaction Committee held five meetings.


Procedures and Processes for Determining Executive and Director Compensation

        The Compensation Committee is responsible for reviewing and establishing the compensation of the Chief Executive Officer and the other Named Executive Officers. The Compensation Committee also reviews and discusses with the Chief Executive Officer the compensation for all other executive officers. In accordance with SEC Rule 10C-1 and NYSE Listing Standards, the Compensation Committee has the sole authority to retain compensation consultants and any other type of legal or accounting adviser it deems appropriate to fulfill its duties and obligations. Based on a variety of input received by the Compensation Committee, including requested input from compensation consultants and the experience of its members, the Compensation Committee determines the compensation of our Chief Executive Officer during an executive session of the Compensation Committee, at which the Chief Executive Officer is not present.

        Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the Company's executive officers including, but not limited to, grants under our equity plans. The members of the Compensation Committee discuss these recommendations with our Chief Executive Officer and may further discuss them in executive session. The final determinations as to the compensation of the Chief Executive Officer and those officers' whose annual base salary, plus maximum payout under our annual non-equity cash incentive program, is equal to or in excess of $500,000, are made solely by the Compensation Committee, and the Chief Executive Officer determines the compensation for the other executive officers with input from and oversight by the Compensation Committee. The Compensation Committee's Charter provides that the Compensation Committee may delegate any of its powers and responsibilities to a subcommittee of the Compensation Committee.

        As set forth in the Guidelines, the Board of Directors or an authorized committee thereof may from time to time review and determine the form and amount of director compensation, including cash, equity-based awards, and other director compensation. The Guidelines further provide that, in determining director compensation, the following should be considered: (1) fair and competitive compensation for the time commitment to appropriately discharge the work required for a company of similar size and scope; (2) alignment of the director's interest with the long-term interests of the Company; and (3) a transparent and readily understandable compensation program. From time to time, the Compensation Committee reviews director compensation with its independent compensation consultants and makes recommendations to the full Board for approval of any changes to director compensation. See "Director Compensation" above for a discussion of changes made to director compensation in 2014.


Compensation Committee Interlocks and Insider Participation

        During fiscal 2014, no member of the Compensation Committee was an officer or employee of the Company or any of our subsidiaries, or was formerly an officer of the Company or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K of the General Rules and Regulations of the SEC or the NYSE Listing Standards.

        During fiscal 2014, none of our executive officers served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on the Compensation Committee, (ii) a director of another entity, one of whose executive officers served on the Compensation Committee, or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of the Company.

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Compensation Committee Report

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with the Company's management. Based upon such review and the related discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

    COMPENSATION COMMITTEE
Sheldon I. Stein,
Chair
Grace Nichols
Allen I. Questrom


Audit Committee Report

        The Audit Committee is composed entirely of non-management directors. The members of the Audit Committee meet the independence and financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. Each member of the Audit Committee is an "audit committee financial expert" as defined by the SEC. The Audit Committee has adopted, and annually reviews, a charter which complies with all current regulatory requirements and outlines the practices the Audit Committee follows.

        The role of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes of the Company, including its internal control over financial reporting. In fulfilling its role, the Audit Committee relies on the work and assurances of the Company's management and internal audit and the independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, the system of internal controls, including internal control over financial reporting, risk management, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company's independent registered public accounting firm, Deloitte & Touche LLP, is responsible for auditing the consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

        During fiscal 2014, the Audit Committee met and held discussions with management, internal audit and the independent registered public accounting firm and independently as a committee. The Audit Committee discussed with the Company's independent registered public accounting firm and internal audit the overall scope and plans for their respective audits. In addition, the Audit Committee met with the independent registered public accounting firm and internal audit with and without management present to discuss the results of their examinations. The Audit Committee also reviewed with management and the independent registered public accounting firm significant risks and exposures identified by management, the overall adequacy of the Company's legal, regulatory and ethical compliance programs, including the Company's Code of Conduct and the Company's information technology security programs.

        Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and the Audit Committee has reviewed and discussed the consolidated financial statements as of and for the year ended January 31, 2015 with management and the independent registered public accounting firm, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and critical accounting policies and estimates, the clarity of disclosures in the financial statements, and the overall quality of the Company's financial reporting.

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        In addition, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the adequacy and effectiveness of the Company's financial reporting procedures, disclosure controls and procedures, and internal control over financial reporting, including the respective reports of management and the independent registered public accounting firm on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also discussed with the Chief Executive Officer and the Chief Financial Officer of the Company their respective certifications with respect to the Company's Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended January 31, 2015. The Audit Committee discussed with the independent registered public accounting firm all matters required to be discussed under the standards of the Public Company Accounting Oversight Board ("PCAOB"), including those matters required to be discussed by Auditing Standards No. 16, Communications with Audit Committees, and Rule 2-07 of Regulation S-X.

        In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditor's independence from the Company and its management, including the matters in the written disclosures regarding Deloitte & Touche LLP's communications with the Audit Committee concerning independence, provided to the Audit Committee by the firm pursuant to applicable requirements of the PCAOB. The Audit Committee pre-approved the audit and non-audit services provided by the independent registered public accounting firm. The Company considered with the independent registered public accounting firm whether the provision of non-audit services to the Company by them and the related fees was compatible with the auditor's independence. The Audit Committee has concluded that the independent registered public accounting firm, Deloitte & Touche LLP, is independent from the Company and its management.

        The Audit Committee is directly responsible for the appointment, evaluation, retention, compensation, oversight, and when appropriate, the termination of the independent registered public accounting firm. The Audit Committee evaluates the performance of the Company's independent registered public accounting firm, including the lead audit partner and the engagement team, each year and determines to reengage the current independent registered public accounting firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors and the auditors' capabilities, technical expertise and knowledge of the Company's operations and industry. The Audit Committee also considers the quality of its ongoing discussions with the auditors, the ability of the auditors to remain independent, external data relating to audit quality and performance, including recent PCAOB reports on Deloitte & Touche LLP and its peer firms, the appropriateness of fees charged, and tenure as the Company's auditors. Based on this evaluation, the Audit Committee decided that it was in the best interests of the Company and its shareholders to continue the retention of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended January 31, 2015. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee will continue its practice of recommending that the Board ask the shareholders, at their annual meeting, to ratify the appointment of the independent registered public accounting firm.

        In reliance on the reviews and discussions referred to above, and the receipt of the unqualified opinions from Deloitte & Touche LLP dated March 27, 2015, with respect to the consolidated financial statements of the Company as of and for the year ended January 31, 2015, and with respect to the effectiveness of the Company's internal control over financial reporting, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements and management's assessment of the effectiveness of the Company's internal control over financial reporting be included in the Company's Annual Report on Form 10-K for the year ended January 31, 2015, for filing with the SEC.

    AUDIT COMMITTEE
B. Michael Becker,
Chair
Rinaldo S. Brutoco
William B. Sechrest

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PROPOSAL TO AMEND THE COMPANY'S 2004 LONG-TERM INCENTIVE PLAN

Overview of Proposed Amendments

        On May 1, 2015, the Board approved, subject to shareholder approval, the Fourth Amendment to The Men's Wearhouse, Inc. 2004 Long-Term Incentive Plan (the "2004 Plan"), as further described below. The 2004 Plan permits the grant of options (both incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, deferred stock units ("DSUs"), performance stock awards, performance units, other stock-based awards and cash-based awards to non-employee directors, officers and other employees of the Company. As of May 6, 2015, 430,481 shares of our Common Stock remain available for grant of future awards under the 2004 Plan.

        At the Annual Meeting, shareholders are being asked to approve the proposed amendments to the 2004 Plan to increase the number of shares authorized for issuance under the 2004 Plan by 2,300,000; increase the number of shares for equity-based awards and maximum cash-based awards which may be granted to any individual participant in a given year; and remove all remaining share recycling provisions from the 2004 Plan. If the Fourth Amendment is not approved by our shareholders, the 2004 Plan will remain in force and effect in accordance with its current terms and conditions and we may grant awards up to the number of shares of Common Stock remaining available for issuance under the 2004 Plan through March 29, 2024.

        If the Fourth Amendment is approved by shareholders:

        In addition, the Fourth Amendment would remove all remaining "share recycling" provisions of the 2004 Plan. The Company had previously amended the 2004 Plan to only allow share recycling in the event an award was made as part of a compensation package for an individual who was hired as an

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employee or an individual who became an employee when his or her employer joined the Company as a result of an acquisition by merger or otherwise. If approved by shareholders, after the effective date of the amendment, the 2004 Plan would provide that: (1) shares of our Common Stock tendered as payment for an option exercise and shares of our Common Stock withheld from exercised or vested awards for taxes will no longer be available for further issuance under the 2004 Plan and (2) when a stock appreciation right is settled in shares of our Common Stock, the total number of shares subject to the stock appreciation right under the award agreement will be counted against the number of shares available for future issuances under the 2004 Plan.

Summary of the 2004 Plan

        The following is a brief summary intended to highlight certain of the principal features of the 2004 Plan, as amended. Because the following is a summary, it may not contain all of the information that is important to you. A copy of the 2004 Plan, as amended, is attached as Appendix A to this proxy statement and includes the proposed amendments as described herein. The description that follows is qualified in its entirety by reference to the full text of the 2004 Plan, as amended, set forth in Appendix A.

        Purpose.    The 2004 Plan is intended to reward certain non-employee directors of the Company and certain corporate officers and other employees of the Company and its affiliates by enabling them to acquire shares of our Common Stock and to receive other compensation based on the increase in value of our Common Stock or certain other performance measures. The 2004 Plan is also intended to advance the best interests of the Company and our shareholders by providing those persons who have substantial responsibility for the direction, management and growth of the Company and its subsidiaries with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment or affiliation with the Company and its subsidiaries.

        Term.    The 2004 Plan became effective on March 29, 2004 and was amended and restated by the Board of Directors and approved by our shareholders in 2008. An amendment to increase the number of authorized shares was approved by the Board of Directors and the shareholders in 2011. The Board of Directors approved an amendment to the 2004 Plan in 2012 to limit the use of share recycling under the 2004 Plan and to clarify the provisions prohibiting cash buy-outs by the Company of awards of stock options or stock appreciation rights granted under the 2004 Long-Term Incentive Plan. Finally, the 2004 Plan was amended again by the Board of Directors in 2013 to extend the term of the 2004 Plan until 2024, which amendment was approved by shareholders at our 2013 Annual Meeting. As a result of such amendments, no awards may be granted under the 2004 Plan on or after March 29, 2024, unless the 2004 Plan is subsequently amended, with the approval of shareholders, to extend the termination date.

        Administration.    The Compensation Committee (or a subcommittee comprised of at least two of its members) or, in the absence thereof or in the case of the non-employee directors of the Company, the Board, shall administer the 2004 Plan (the "Plan Committee"). In administering the 2004 Plan, the Plan Committee shall have the full power to determine the persons to whom and the time or times at which awards will be made; determine the number and exercise price of shares of our Common Stock covered in each award, subject to the terms and provisions of the 2004 Plan; determine the terms, provisions and conditions of each award, which need not be identical and need not match the default terms set forth in the 2004 Plan; accelerate the time at which any outstanding award will vest; prescribe, amend and rescind rules and regulations relating to administration of the 2004 Plan; and make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the 2004 Plan.

        Eligibility.    Key employees who have substantial responsibility for or involvement with the management and growth of the Company or its subsidiaries and the non-employee directors of the Company will be eligible to receive awards (other than incentive stock options) under the 2004 Plan. An

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incentive stock option may be awarded only to an employee who is employed by the Company or one of its subsidiary corporations and determined by the Plan Committee to be a key employee on the date of the grant of the option.

        Maximum Shares Available.    Assuming the amendment to the 2004 Plan is approved by our shareholders at the Annual Meeting:

        Any shares of our Common Stock delivered pursuant to an award may consist, in whole or in part, of authorized and unissued shares or treasury shares.

        Options.    The Plan Committee may grant options under the 2004 Plan to eligible persons in such number and upon such terms as the Plan Committee may determine, subject to the terms and provisions of the 2004 Plan. The Plan Committee may award incentive stock options intended to satisfy the requirements of section 422 of the Internal Revenue Code or nonqualified stock options which are not intended to satisfy the requirements of section 422 of the Internal Revenue Code.

        The price at which shares of our Common Stock may be purchased under an option shall be determined by the Plan Committee, but such price may not be less than 100% of the fair market value of the shares on the date the option is granted. No incentive stock option may be granted to any person who, at the time the option is granted, owns shares of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, unless the exercise price of such option is at least

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110% of the fair market value of our Common Stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. Effective for options granted under the 2004 Plan on or after January 1, 2005, an option may not be granted with any dividend equivalent rights.

        Unless a shorter term is specified in an option agreement or is an incentive stock option described in the prior paragraph, an option shall expire on the tenth anniversary of the date the option is granted. An option shall not continue to vest after the termination of the employment relationship between the optionee and the Company and its subsidiaries, or in the case of a non-employee director of the Company, the term of such director's service to the Board, for any reason other than death or disability of the optionee, unless otherwise specified in an option agreement.

        Subject to certain conditions and exceptions, an option which is or has become exercisable on the date on which an optionee ceases to be an employee of the Company or, in the case of a non-employee director of the Company, the term of such director's service to the Board:

        The Plan Committee shall specify in the option agreement the time and manner in which each option may be exercised. The Plan Committee may accelerate the time in which any outstanding option may be exercised. However, in no event shall any option be exercisable on or after the tenth anniversary of the date of the grant of the option.

        To the extent that the aggregate fair market value of our Common Stock with respect to which incentive stock options first become exercisable by a holder of such award in any calendar year exceeds $100,000, taking into account both shares of our Common Stock subject to incentive stock options under the 2004 Plan and our Common Stock subject to incentive stock options under all other plans of the Company, such options shall be treated as nonqualified stock options. In reducing the number of options treated as incentive stock options to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Plan Committee may designate which shares of our Common Stock are to be treated as shares acquired pursuant to the exercise of an incentive stock option.

        An optionee shall not have any rights as a shareholder with respect to our Common Stock covered by an option until the date on which the optionee becomes a shareholder of record with respect to such Common Stock after exercise of the option.

        Stock Appreciation Rights.    The 2004 Plan authorizes the Plan Committee to issue stock appreciation rights ("SARs") to eligible persons in such number and upon such terms and conditions as determined by the Plan Committee. SARs granted under the 2004 Plan may be freestanding SARs, tandem SARs or any combination of these forms of SARs.

        A SAR granted under the 2004 Plan shall confer upon a recipient a right to receive, upon exercise of such SAR, an amount equal to the excess of the fair market value of one share of our Common Stock on the date of exercise over the grant price of the SAR, which shall not be less than 100 percent of the fair market value of one share of our Common Stock on the date of grant of the SAR and in no event less than par value of one share of our Common Stock. Such amount may be paid to the optionee in cash, in our

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Common Stock of equivalent value, in some combination thereof, or in any other manner approved by the Plan Committee in its sole discretion. A SAR may not be granted with any dividend equivalent rights.

        The Plan Committee may impose such conditions and/or restrictions on any shares of our Common Stock received upon exercise of a SAR granted pursuant to the 2004 Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the holder of such award hold the shares of our Common Stock received upon exercise of a SAR for a specified period of time.

        Subject to the terms and provisions of the 2004 Plan and the applicable award agreement, by delivery of written notice in the manner designated by the Plan Committee and upon whatever additional terms and conditions the Plan Committee, in its sole discretion, imposes: (a) freestanding SARs may be exercised in whole or in part, and (b) tandem SARs may be exercised for all or part of the shares of our Common Stock subject to the related option upon the surrender of the right to exercise the equivalent portion of the related option. A tandem SAR may be exercised only with respect to the shares of our Common Stock for which its related option is then exercisable. With respect to a tandem SAR issued in connection with an incentive stock option, the tandem SAR will expire no later than the expiration of the underlying incentive stock option; the value of the payout with respect to the tandem SAR may be for no more than 100% of the excess of the fair market value of the shares of our Common Stock subject to the underlying incentive stock option at the time the tandem SAR is exercised over the option price of the underlying incentive stock option; and the tandem SAR may be exercised only when the fair market value of the shares of our Common Stock subject to the incentive stock option exceeds the option price of the incentive stock option. The Plan Committee shall determine the right of each SAR holder to exercise the SAR following the termination of such holder's employment with the Company or its subsidiaries or service to the Board.

        The term of a SAR granted under the 2004 Plan shall be determined by the Plan Committee; provided that, no SAR shall be exercisable on or after the tenth anniversary date of its grant.

        A recipient of a SAR award, as such, shall have no rights as a shareholder.

        Restricted Stock.    Under the 2004 Plan, the Plan Committee may award restricted stock to eligible persons in such numbers and upon such terms as the Plan Committee shall determine. The amount of, the vesting, and the transferability restrictions applicable to any award of restricted stock will be determined by the Plan Committee. The recipient of the restricted stock will have all the rights of a shareholder with respect to the shares of restricted stock included in the restricted stock award during the restriction period established for the restricted stock award. Dividends paid with respect to restricted stock in cash or property other than shares of our Common Stock or rights to acquire shares of our Common Stock shall be paid to the recipient of the restricted stock award currently. Dividends paid in shares of our Common Stock or rights to acquire shares of our Common Stock shall be added to and become a part of the restricted stock.

        Deferred Stock Unit Awards.    The 2004 Plan authorizes the Plan Committee to grant DSUs to eligible persons in such amounts and upon such terms as the Plan Committee shall determine. Each DSU shall have a value equal to the fair market value of a share of our Common Stock. The amount of, the vesting, and the transferability restrictions applicable to any DSU award shall be determined by the Plan Committee. Payment under a DSU award shall be made in either cash or shares of our Common Stock as specified in the applicable award agreement. Payment under a DSU award shall be made at such time as is specified in the applicable award agreement.

        An award agreement for a DSU may specify that the holder of such award shall be entitled to the payment of dividend equivalents under the award. Each recipient of DSUs shall have no rights of a shareholder with respect to such recipient's DSUs.

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        Performance Awards.    Under the 2004 Plan, the Plan Committee may grant performance stock and performance unit awards to eligible persons in such amounts and upon such terms as the Plan Committee shall determine.

        The amount of, the vesting, and the transferability restrictions applicable to any performance stock or performance unit award shall be based upon the attainment of such performance goals as the Plan Committee may determine. A performance goal for a particular performance stock or performance unit award must be established by the Plan Committee prior to the earlier to occur of (a) 90 days after the commencement of the period of service to which the performance goal relates or (b) the lapse of 25 percent of the period of service, and in any event while the outcome is substantially uncertain. A performance goal must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met and may be based on one or more of the following business criteria: earnings per share, earnings per share growth, total shareholder return, economic value added, cash return on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, shareholder value, net cash flow, operating income, earnings before interest and taxes, cash flow, cash flow from operations, cost reductions, cost ratios (per employee or per customer), proceeds from dispositions, project completion time and budget goals, net cash flow before financing activities, customer growth, and total market value. Goals may also be based on performance relative to a peer group of companies. Unless otherwise stated, such a performance goal need not be based upon an increase or positive result under a particular business criterion, and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

        Subject to the terms and conditions of the 2004 Plan, each holder of a performance stock award or a performance unit award payable in shares of our Common Stock shall have all the rights of a shareholder with respect to the shares of stock issued to such holder pursuant to the award during any period in which such issued shares of our Common Stock are subject to forfeiture and restrictions on transfer, including the right to vote such shares of stock. An award agreement for a performance unit award may specify that the holder of such award shall be entitled to the payment of dividend equivalents under the award.

        Payment under a performance unit award shall be made at such time as is specified in the applicable award agreement.

        Internal Revenue Code Section 162(m).    It is intended that the 2004 Plan will conform with the standards of section 162(m) of the Internal Revenue Code and Treasury Regulations section 1.162-27(e)(2)(i). Neither the Plan Committee nor the Board may increase the amount of compensation payable under a performance stock award or performance unit award. If the time at which any performance stock award or performance unit award will vest is accelerated, the number of shares of our Common Stock subject to, or the amount payable under, such award shall be reduced pursuant to Department of Treasury Regulation section 1.162-27(e)(2)(iii) to reasonably reflect the time value of money.

        No payments of stock or cash will be made pursuant to a performance stock award or performance unit award unless the shareholder approval requirements of Department of Treasury Regulation section 1.162-27(e)(4) are satisfied. See "Proposal to Approve the Material Terms of the Performance Goals for Performance Awards Under the Company's 2004 Long-Term Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code" below.

        Cash-Based Awards and Other Stock-Based Awards.    The Plan Committee may grant cash-based awards under the 2004 Plan to eligible persons in such amounts and upon such terms, including the achievement of specific performance goals, as the Plan Committee shall determine. The 2004 Plan authorizes the Plan Committee to grant other types of equity-based or equity-related awards not otherwise described by the terms and provision of the 2004 Plan, including the grant or offer for sale of

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unrestricted shares of our Common Stock, in such amounts and subject to such terms and conditions, as the Plan Committee shall determine. Such awards may involve the transfer of actual shares of our Common Stock to holders thereof, or payment in cash or otherwise of amounts based on the value of shares of our Common Stock, and may include, without limitation, awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

        The Plan Committee, in its sole discretion, shall determine the extent to which the holder of an award shall have the right to continue to hold cash-based awards and other stock-based awards following termination of such holder's employment with the Company or its subsidiaries, or in the case of a non-employee director, the termination of service on the Board. Such provisions need not be uniform among all cash-based awards and other stock-based awards issued pursuant to the 2004 Plan.

        Substitution Awards.    Awards may be granted under the 2004 Plan in substitution for stock options and other awards held by employees and directors of other corporations who are about to become employees of or affiliated with the Company or any of its subsidiaries as a result of a merger or consolidation of the employing corporation with the Company, or the acquisition by the Company of substantially all of the assets of another corporation or the acquisition by the Company of at least 50% of the issued and outstanding stock of another corporation as the result of which it becomes an affiliate of the Company. The terms and conditions of the substitute awards granted may vary from the terms and conditions set out in the 2004 Plan to the extent the Board, at the time of grant, may deem appropriate to conform, in whole or in part, to the provisions of the options and stock awards in substitution for which they are granted, but with respect to options that are incentive stock options, no such variation shall be such as to affect the status of any such substitute option as an "incentive stock option" under section 422 of the Internal Revenue Code.

        Non-Transferability.    Except as specified in the applicable award agreement or in a domestic relations court order, an award granted under the 2004 Plan shall not be transferable by the holder thereof (whether for consideration or otherwise) other than by will or under the laws of descent and distribution, and shall be exercisable, during such holder's lifetime, only by him or her. Any attempted assignment of an award in violation of the 2004 Plan shall be null and void. In the discretion of the Plan Committee, any attempt to transfer an award other than under the terms of the 2004 Plan and the applicable award agreement may terminate the award.

        No incentive stock option granted under the 2004 Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all incentive stock options granted to an employee under the 2004 Plan shall be exercisable during such employee's lifetime only by the employee and, after that time, by the employee's heirs and estate.

        Forfeiture.    If the Plan Committee finds by a majority vote that a holder of an award granted under the 2004 Plan, before or after termination of his employment with the Company or any of its subsidiaries or severance of his affiliation relationship with the Company and all its affiliates, (a) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by or affiliation with the Company or an affiliate and such conduct damaged the Company or an affiliate, (b) disclosed trade secrets of the Company or an affiliate or (c) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any affiliate to which the holder of such award is a party, then, as of the date the Plan Committee makes its finding, some or all awards awarded to such holder (including vested awards that have been exercised, vested awards that have not been exercised, and awards that have not yet vested), as determined by the Plan Committee in its sole discretion, and all net proceeds realized with respect to any such awards, will be forfeited to the Company on such terms as determined by the Plan Committee. The findings and decision of the Plan Committee with respect to the matter shall be final for all purposes.

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        The Plan Committee may specify in an award agreement that the rights, payments, and benefits of a holder of an award granted under the 2004 Plan with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. Such events may include, but shall not be limited to, termination of employment for cause, termination of such holder's provision of services to the Company or its subsidiaries, violation of material policies of the Company or its subsidiaries, breach of non-competition, confidentiality, or other restrictive covenants that may apply to such holder, or other conduct by such holder that is detrimental to the business or reputation of the Company or its subsidiaries.

        Antidilution.    If the Company shall effect a capital readjustment or any increase or reduction of the number of shares of our Common Stock outstanding, without receiving compensation therefor in money, services or property, then (1) the number, class or series and per share price of our Common Stock subject to outstanding awards under the 2004 Plan shall be appropriately adjusted (subject to the restriction discussed below under the heading "Award Agreements" regarding repricing) as to entitle a holder of an award under the 2004 Plan to receive upon exercise, for the same aggregate cash consideration, the equivalent total number and class or series of our Common Stock the holder would have received had the holder of such award exercised in full immediately prior to the event requiring the adjustment, and (2) the number and class or series of our Common Stock then reserved to be issued under the 2004 Plan shall be adjusted.

        Changes in the Company's Capital Structure.    If a Corporate Change (such as a merger in which the Company is not the surviving entity, a sale of all or substantially all of the Company's assets, the dissolution of the Company or another corporate transaction as defined in the Internal Revenue Code) occurs while unexercised awards remain outstanding under the 2004 Plan, then, except as otherwise provided in an award agreement or other agreement between the holder of the award and the Company, or as a result of the Plan Committee's effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which any award then outstanding may be exercised, and no later than ten days after the approval by the shareholders of the Company and consummation of such Corporate Change, the Plan Committee, acting in its sole and absolute discretion, shall act to effect one or more of the following alternatives, which may vary among individual holders of awards granted under the 2004 Plan and which may vary among awards held by any individual holder of an award granted under the 2004 Plan:

        (1)   accelerate the time at which some or all of the awards then outstanding may be exercised, after which all such awards that remain unexercised and all rights of holders of awards thereunder shall terminate;

        (2)   require the mandatory surrender to the Company by all or selected holders of awards granted under the 2004 Plan of some or all of the then outstanding awards held by such holders as of a date, before or after such Corporate Change, in which event the Plan Committee shall thereupon cancel such award and the Company shall pay to each such holder an amount of cash per share equal to the excess, if any, of the per share price offered to shareholders of the Company in connection with such Corporate Change over the exercise prices under such award for such shares;

        (3)   with respect to all or selected holders of awards granted under the 2004 Plan, have some or all of their then outstanding awards assumed or have a new award of a similar nature substituted for some or all of their then outstanding awards under the 2004 Plan by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing such holder or which is affiliated or associated with such holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the excess of the aggregate fair market value of our Common Stock subject to the award immediately after the assumption or substitution over the aggregate exercise price of

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such Common Stock is equal to the excess of the aggregate fair market value of all our Common Stock subject to the award immediately before such assumption or substitution over the aggregate exercise price of such Common Stock, and (B) the assumed rights or the substituted rights will have the same terms and conditions as the rights under the existing award assumed or substituted for;

        (4)   provide that the number and class or series of our Common Stock covered by an award shall be adjusted so that such award when exercised shall thereafter cover the number and class or series of our Common Stock or other securities or property (including, without limitation, cash) to which the holder of such award would have been entitled pursuant to the terms of the agreement or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the holder of such award had been the holder of record of the number of shares of our Common Stock then covered by such award; or

        (5)   make such adjustments to awards then outstanding as the Plan Committee deems appropriate to reflect such Corporate Change.

        If the Plan Committee chooses to effect one or more of the alternatives set out in paragraphs (3), (4) or (5) above, it may, in its sole and absolute discretion and without the consent or approval of any holder of an award granted under the 2004 Plan, accelerate the time at which some or all awards then outstanding may be exercised. With respect to a reincorporation merger in which holders of the Company's ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of the alternatives set forth above shall apply and, without Plan Committee action, each award shall automatically convert into a similar award of the successor corporation exercisable for the same number of ordinary shares of the successor as the award was exercisable for ordinary shares of stock of the Company. In the event of changes in our outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any award and not otherwise provided for above, any outstanding award and any award agreements evidencing such award shall be subject to adjustment by the Plan Committee in its sole and absolute discretion as to the number and price of our Common Stock or other consideration subject to such award. In the event of any such change in our outstanding Common Stock, the aggregate number of shares of our Common Stock available under the 2004 Plan may be appropriately adjusted by the Plan Committee.

        After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each holder of an award granted under the 2004 Plan shall be entitled to have his restricted stock appropriately adjusted based on the manner in which the shares of our Common Stock were adjusted under the terms of the agreement of merger or consolidation.

        Award Agreements.    Each award shall be embodied in a written award agreement that shall be subject to the terms and conditions of the 2004 Plan. The award agreement may specify the effect of a Change in Control of the Company on the award. The award agreement may contain any other provisions that the Plan Committee in its discretion shall deem advisable which are not inconsistent with the terms and provisions of the 2004 Plan. Except as described above under "Change in Control", the Plan Committee may not directly or indirectly lower the exercise price of a previously granted option or the grant price of a previously granted SAR or otherwise pay consideration to repurchase, cancel or revoke such award; provided that such prohibition shall not apply to shares of our Common Stock withheld to pay the option price of any option or to pay the withholding tax arising from the exercise of any option or SAR.

        Restrictions on Stock Received.    The Plan Committee may impose such conditions and/or restrictions on any shares of our Common Stock issued pursuant to an award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the holder of an award granted under the 2004 Plan hold the shares of our Common Stock for a specified period of time.

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        Amendment and Termination.    The Plan Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the 2004 Plan and any award agreement in whole or in part. However, no termination, amendment, suspension, or modification of the 2004 Plan or an award agreement shall adversely affect in any material way any award previously granted under the 2004 Plan, without the written consent of the holder holding such award. Without the prior approval of our shareholders and except as described above under "Change in Control", the Plan Committee shall not directly or indirectly lower the option price of a previously granted option or the grant price of a previously granted SAR issued under the 2004 Plan or otherwise pay consideration to repurchase, cancel or revoke such award (provided that such prohibition shall not apply to shares of our Common Stock withheld to pay the option price of any option or to pay the withholding tax arising from the exercise of any option or SAR). No amendment of the 2004 Plan shall be made without shareholder approval if shareholder approval is required by applicable law or stock exchange rules.

U.S. Federal Income Tax Consequences of Awards Granted Under the 2004 Plan

        The following is a general description of the U.S. federal income tax consequences generally applicable to the Company and a recipient of an incentive stock option, a nonqualified stock option, a SAR, a restricted stock award, a DSU award, a performance stock award, a performance unit award, a cash-based award or an other stock-based award granted under the 2004 Plan. This discussion is based on current law, is not intended to constitute tax advice, and does not address all aspects of U.S. federal income taxation that may be relevant to a particular participant in light of his or her personal circumstances and does not describe foreign, state, or local tax consequences, which may be substantially different.

        Incentive Stock Options.    When the Plan Committee grants an employee an incentive stock option to purchase shares of our Common Stock under the 2004 Plan, the employee will not be required to recognize any U.S. federal taxable income as a result of the grant or as a result of the employee's exercise of the incentive stock option; however, the difference between the exercise price and the fair market value of the shares of our Common Stock at the time of exercise is an item of tax preference that may require payment of an alternative minimum tax. On the sale of the shares acquired through exercise of an incentive stock option (assuming such sale does not occur within two years of the date of grant of the option or within one year from the date of exercise), any gain (or loss) will be taxed as long term capital gain (or loss) and the Company will not be entitled to any deduction in connection with the sale (or the grant or exercise) of the incentive stock option. With respect to a sale of shares that occurs after the later of two years from the date of grant and one year from the date of exercise, the tax basis of the shares for the purpose of a subsequent sale includes the option price paid for the shares.

        However, if the employee sells the shares acquired upon exercise of an incentive stock option before the later of (i) two years from the date of grant and (ii) one year from the date of exercise, the employee will be treated as having received, at the time of sale, compensation taxable as ordinary income, and the Company will be entitled to a corresponding deduction. The amount treated as compensation income is the excess of the fair market value of the shares at the time of exercise over the exercise price, and any amount realized in excess of the fair market value of the shares at the time of exercise would be treated as long or short term capital gain, depending on how long such shares were held. With respect to a sale of shares that occurs before the later of two years from the date of grant and one year from the date of exercise, the tax basis of the shares for the purpose of a subsequent sale includes the option price paid for the shares and the compensation income reported at the time of sale of the shares.

        Nonqualified Stock Options.    When the Plan Committee grants a nonqualified stock option to purchase shares of our Common Stock under the 2004 Plan, the recipient will not be required to recognize any U.S. federal taxable income as a result of the grant. However, the recipient will be required to recognize ordinary income on the date the recipient exercises the nonqualified stock option. Generally, the measure of the income will be equal to the difference between the fair market value of the shares of

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our Common Stock acquired on the date the shares are acquired and the option price. The tax basis of the shares acquired on exercise of the nonqualified stock option for the purpose of a subsequent sale includes the option price paid and the ordinary income reported on exercise of the nonqualified stock option. The income reportable on exercise of the nonqualified stock option by an employee is subject to federal tax withholding. Generally, the Company will be entitled to a deduction in the amount reportable as income by the recipient on the exercise of a nonqualified stock option.

        Stock Appreciation Rights.    The grant of a SAR under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. However, the recipient will be required to recognize ordinary income on the date the recipient exercises the SAR. Generally, the measure of the income will be equal to the amount realized on exercise of the SAR. The income reportable on exercise of the SAR by an employee is subject to federal tax withholding. Generally, the Company will be entitled to a deduction in the amount reportable as income by the recipient on the exercise of a SAR.

        Restricted Stock Awards.    The grant of a restricted stock award under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant unless the recipient timely makes an election under section 83(b) of the Internal Revenue Code. Upon the expiration of the forfeiture restrictions applicable to the restricted stock award (i.e., as the shares become vested), the recipient will recognize ordinary income in an amount equal to the excess of the fair market value of those shares at that time over the amount (if any) the recipient paid for the shares. The income realized by an employee is subject to federal tax withholding. The Company will be entitled to a deduction in the amount and at the time the recipient recognizes income. If an election under section 83(b) of the Internal Revenue Code has not been made, any dividends received with respect to any restricted shares that are not vested (i.e., the forfeiture restrictions have not yet lapsed) generally will be treated as compensation that is taxable as ordinary income to the recipient and the Company will be entitled to a corresponding deduction. With respect to any restricted shares that are vested (i.e., the forfeiture restrictions have lapsed), the recipient will be taxed on any dividends on such shares as the dividends are paid to the recipient and the Company will not be entitled to deductions with respect to the dividends.

        If the recipient of the restricted stock award makes an election under section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the restricted shares awarded under the restricted stock award, the recipient will recognize ordinary income on the date the shares are awarded. The amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the recipient will not be required to recognize additional ordinary income when the shares vest. However, if the shares are later forfeited, a loss can only be recognized up to the amount the individual paid, if any, for the shares of Common Stock.

        Deferred Stock Unit Awards.    The grant of a DSU award under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. At the time a DSU award vests the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction. Generally, the measure of the income and deduction will be the fair market value of our Common Stock at the time the DSU is settled.

        Performance Stock and Performance Unit Awards.    Performance stock awards granted under the 2004 Plan generally have the same tax consequences as restricted stock awards as discussed above (except that the compensation deduction limitation described below generally will not apply). A recipient of a performance unit award under the 2004 Plan generally will not realize U.S. federal taxable income at the time of grant of the award, and the Company will not be entitled to a deduction at that time with respect to the award. When the performance goals applicable to the performance unit award are attained and

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amounts are due under the award, the holder of the award will be treated as receiving compensation taxable as ordinary income, and the Company will be entitled to a corresponding deduction.

        Cash-Based Awards and Other Stock-Based Awards.    The grant of a cash-based award under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. At the time a cash-based award is settled in cash, the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction. Generally the measure of the income and deduction will be the amount of cash received by the recipient of the award at the time the cash-based award is settled. Other stock-based awards granted under the 2004 Plan generally have the same tax consequences as DSU awards.

        Compensation Deduction Limitation.    Under section 162(m) of the Internal Revenue Code, the Company's federal income tax deductions for certain compensation paid to designated executives is limited to $1,000,000 per year. These executives include the Company's Chief Executive Officer and the next three highest compensated officers (other than the Company's Chief Financial Officer). Section 162(m) of the Internal Revenue Code provides an exception to this limitation for certain "performance based" compensation approved by a committee consisting solely of at least two "outside directors". The Company believes that nonqualified stock options to purchase shares of our Common Stock, SARs, and performance based awards granted under the 2004 Plan generally should qualify as performance based compensation for purposes of section 162(m) of the Internal Revenue Code. See "Proposal to Approve the Material Terms of Performance Goals for Performance Awards Under the Company's 2004 Long-Term Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code" below.

        Compliance with Section 409A.    Awards granted under the 2004 Plan shall be designed, granted and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of section 409A of the Internal Revenue Code and the Department of Treasury rules and regulations issued thereunder (collectively, "Section 409A"). If the Plan Committee determines that an award granted under the 2004 Plan, payment, distribution, deferral election, transaction, or any other action or arrangement contemplated by the provisions of the 2004 Plan would, if undertaken, cause a holder of an award to become subject to additional taxes under Section 409A, then unless the Plan Committee specifically provides otherwise, such award, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the 2004 Plan and/or award agreement for the award will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A to the extent determined appropriate by the Plan Committee, in each case without the consent of or notice to the holder of the award. The period of exercisability of an option or a SAR shall not be extended to the extent that such extension would subject holder of that option or SAR to additional taxes under Section 409A.

Awards Under the 2004 Plan

        In addition to approximately 300 key employees (including our executive officers), there are currently six non-employee directors of the Company who are eligible to participate in the 2004 Plan. Each non-employee director will be granted on the last day of each fiscal quarter a number of shares of restricted stock or DSUs equal to $31,250 divided by the closing price of our Common Stock as reported on the NYSE on the last trading day of such fiscal quarter. For further information, see "Director Compensation" in this proxy statement.

        Since awards to be granted in the future under the 2004 Plan are at the discretion of the Compensation Committee, it is not possible to determine the benefits or the amounts received or that will be received under the 2004 Plan by eligible participants. During the fiscal year ended January 31, 2015, equity grants under the 2004 Plan were awarded to the following individuals who comprise our "Named Executive Officers" for fiscal 2014, which included awards made in September 2014 as part of a one-time

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accelerated issuance of the equity awards that would have been ordinarily been made as part of our annual grant process in fiscal 2015 (See "Compensation Discussion and Analysis" for additional information):

Name and Position   Aggregate Number of Shares
Covered by Grants
 

Douglas S. Ewert,
Chief Executive Officer


 
201,341  

Jon W. Kimmins,
Executive Vice President, Chief Financial Officer,
Treasurer and Principal Financial Officer

    37,093  

Mary Beth Blake,
President and Chief Merchandising Officer


 
43,333  

Mark Neutze,
Executive Vice President – Store Operations

    29,540  

Carole L. Souvenir,
Executive Vice President – Employee Relations


 
20,843  

David H. Edwab, (1)
Vice Chairman of the Board

     

Executive Group

  419,936  

Non-Executive Officer Employee Group

    189,490  

(1)
Effective October 1, 2014, Mr. Edwab retired as an executive officer and employee of the Company but remains non-executive Vice Chairman of the Board, and as contemplated under his employment agreement, as amended, did not receive any equity grants during fiscal 2014 and will not receive any future equity grants under the terms of his employment agreement. If elected at the Annual Meeting, Mr. Edwab will be compensated for his service as a director on the same basis as the other non-employee directors. See "Director Compensation."

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" THE PROPOSAL TO AMEND THE 2004 PLAN TO (I) INCREASE BOTH THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2004 PLAN AND THE RELATED ANNUAL LIMITS TO INDIVIDUAL PARTICIPANTS AND (II) REMOVE REMAINING SHARE RECYCLING PROVISIONS FROM THE 2004 PLAN.

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EQUITY PLAN COMPENSATION INFORMATION

As of the End of the Fiscal Year

        The following table sets forth certain equity compensation plan information for the Company as of January 31, 2015:

Plan Category   Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options
(a)(1)
  Weighted-
Average
Exercise
Price of
Outstanding
Options
(b)(2)
  Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
in column (a))
(c)(3)
 

Equity Compensation Plans Approved by Security Holders

  1,209,590   $ 38.28   1,479,681  

Equity Compensation Plans Not Approved by Security Holders

             

Total

  1,209,590   $ 38.28   1,479,681  

(1)
Consists of 660,283 shares issuable upon exercise of outstanding stock options and 549,307 shares issuable upon conversion of outstanding DSUs and performance units.
(2)
Calculated based upon outstanding stock options to purchase shares of our Common Stock.
(3)
Securities available for future issuance include 826,278 shares under the 2004 Plan and 653,403 shares under the Employee Stock Discount Plan. Refer to Note 11 and Note 12 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

As of the Record Date

        The following table sets forth certain equity compensation plan information for the Company as of the record date, May 6, 2015:

Plan Category   Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options
(a)(1)
  Weighted-
Average
Exercise
Price of
Outstanding
Options
(b)(2)
  Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
in column (a))
(c)(3)
 

Equity Compensation Plans Approved by Security Holders

  1,318,768   $ 38.77   1,061,827  

Equity Compensation Plans Not Approved by Security Holders

             

Total

  1,318,768   $ 38.77   1,061,827  

(1)
Consists of 674,524 shares issuable upon exercise of outstanding stock options and 644,244 shares issuable upon conversion of outstanding DSUs and performance units. The weighted average remaining contractual term of the outstanding stock options is 6.2 years.
(2)
Calculated based upon outstanding stock options to purchase shares of our Common Stock only as shares issuable upon vesting of restricted stock, DSUs and performance units have no exercise price.
(3)
Securities available for future issuance include 430,481 shares under the 2004 Plan and 631,346 shares under the Employee Stock Discount Plan.

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PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR PERFORMANCE AWARDS UNDER THE COMPANY'S 2004 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE

Overview

        Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally imposes a limit on the Company's federal income tax deduction for compensation paid to our Chief Executive Officer and to each of our other three most highly compensated executive officers (other than the CFO) as determined on the last day of a tax year to the extent that the compensation paid to such officer exceeds $1,000,000 in any one year. That deduction limit does not apply, however, to performance-based compensation that satisfies the requirements of Section 162(m).

        The requirements of Section 162(m) for performance-based compensation include shareholder approval of the material terms of the performance goals under which the compensation is to be paid. The material terms include (1) the employees eligible to receive compensation upon attainment of a goal, (2) the business criteria on which the goals may be based, and (3) the maximum amount payable to an employee upon attainment of a goal. The regulations under Section 162(m) provide that if any of the material terms of the performance goals are changed, including the maximum amount payable to an employee upon attainment of a goal, then all the material terms of the performance goal must be disclosed again to, and reapproved by, the Company's shareholders.

        The 2004 Plan was initially adopted by the Board of Directors and approved by our shareholders in 2004, and the amendment and restatement of the 2004 Plan was adopted by the Board of Directors and approved by our shareholders in 2008. An amendment to increase the number of authorized shares was approved by the Board of Directors and the shareholders in 2011. The Board of Directors approved an amendment to the 2004 Plan in 2012 to limit the use of share recycling under the 2004 Plan and to clarify the provisions prohibiting cash buy-outs by the Company of awards of stock options or stock appreciation rights granted under the 2004 Plan. Finally, the 2004 Plan was amended again by the Board of Directors in 2013 to extend the term of the 2004 Plan until 2024, which amendment was approved by shareholders at our 2013 Annual Meeting.

        On May 1, 2015, the Board approved, subject to shareholder approval, certain changes to the maximum amount payable to an employee upon attainment of a Section 162(m) performance goal under the 2004 Plan. As a result, it is necessary for the Company to obtain shareholder reapproval of the performance goals for options, SARs, performance stock awards and performance unit awards to ensure that such awards granted in the future under the 2004 Plan will continue to qualify as performance-based compensation that is exempt from the $1,000,000 deduction limitation under Section 162(m) described above.

        Please see "Proposal to Amend the Company's 2004 Long-Term Incentive Plan" set forth above in this proxy statement for a summary description of the 2004 Plan, as amended, included on pages 18 through 30 of this proxy statement. Because this is a summary, it may not contain all of the information that is important to you. A full and complete copy of the 2004 Plan, as amended, is attached as Appendix A to this proxy statement and you are encouraged to read it carefully.

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Employees Eligible To Receive Performance Awards

        Performance-based compensation awards granted to employees under the 2004 Plan are administered by the Compensation Committee of our Board of Directors. The members of the Compensation Committee must qualify as "outside directors" under Section 162(m) in order for awards under the 2004 Plan to qualify as deductible performance-based compensation under Section 162(m). Subject to the terms of the 2004 Plan, the Compensation Committee has the sole discretion to determine the key employees who shall be granted awards, and the amounts, terms and conditions of each award. The Board of Directors confirms that the members of the Compensation Committee meet these criteria.

        In selecting participants for the 2004 Plan, the Compensation Committee chooses our key employees who have substantial responsibility for the direction, management and growth of the Company and its subsidiaries. The actual number of employees who will receive awards under the 2004 Plan cannot be determined because eligibility for participation is in the discretion of the Compensation Committee. However, there are currently approximately 300 key employees (including our executive officers) of the Company who are eligible to participate in the 2004 Plan and although participation in future years will be at the discretion of the Compensation Committee, we currently expect that a similar number of employees will be eligible to participate each year.

Business Criteria On Which Performance Goals May Be Based

        Under the 2004 Plan, the price at which shares of our Common Stock may be purchased under an option shall be determined by the Plan Committee, but such price may not be less than 100% of the fair market value of the shares on the date the option is granted. Likewise, the grant price of a SAR granted under the 2004 Plan is determined by the Plan Committee, but such price may not be less than 100% of the fair market value of one share of our Common Stock on the date of grant of the SAR. As a result, the performance goal for options and SARs granted under the 2004 Plan is based on the increase in the value of our Common Stock after the date of grant of the award to the date the award is exercised by the employee.

        Under the 2004 Plan the amount of and the vesting and transferability restrictions applicable to any performance stock award or performance unit award shall be based upon the attainment of such performance goals as the Compensation Committee may determine for employees based on the terms of the 2004 Plan.

        A performance goal set by the Plan Committee must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met and may be based on one or more of the following business criteria set out in the 2004 Plan which were previously approved by the Company's shareholders for the grant of performance stock awards and performance unit awards under the 2004 Plan: earnings per share, earnings per share growth, total shareholder return, economic value added, cash return on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, shareholder value, net cash flow, operating income, earnings before interest and taxes, cash flow, cash flow from operations, cost reductions, cost ratios (per employee or per customer), proceeds from dispositions, project completion time and budget goals, net cash flow before financing activities, customer growth and total market value. Performance goals may also be based on performance relative to a peer group of companies. Unless otherwise stated, such a performance goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

        Performance goal criteria may be measured with respect to an employee, one or more business units of the Company, the Company as a whole, or any combination of the foregoing. The Compensation Committee may set performance periods and performance goals that differ from participant to participant.

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Maximum Amount Payable to an Employee upon Attainment of a Performance Goal

        Neither the Compensation Committee nor the Board of Directors may increase the amount of compensation payable under a performance stock award or performance unit award granted under the 2004 Plan. If the time at which any performance stock award or performance unit award will vest is accelerated, the number of shares of our Common Stock subject to, or the amount payable under, such award shall be reduced pursuant to Department of Treasury Regulation § 1.162-27(e)(2)(iii) to reasonably reflect the time value of money. No further grants of awards intended to be performance-based compensation awards will be made by the Compensation Committee unless the shareholder approval requirements of Department of Treasury Regulation § 1.162-27(e)(4) are satisfied for such awards.

        The Board of Directors has approved, subject to shareholder approval, the following changes to the performance-based compensation awards under the 2004 Plan:

        Given that payments under the 2004 Plan will be determined by comparing actual performance to the performance goals established by the Compensation Committee from time to time, it is not possible to conclusively state the amount of benefits that will be paid under the 2004 Plan for any performance period.

        The Compensation Committee or the Board may, at any time and from time to time, alter, amend, modify, suspend, or terminate the 2004 Plan and any award agreement in whole or in part. However, no termination, amendment, suspension, or modification of the 2004 Plan or an award agreement shall adversely affect in any material way any award previously granted under the 2004 Plan, without the written consent of the holder holding such award. No amendment of the 2004 Plan shall be made without shareholder approval if shareholder approval is required by applicable law or stock exchange rules.

        As discussed above, if our shareholders approve the material terms of the performance goals under which Section 162(m) performance-based compensation will be paid under the 2004 Plan then future grants of such awards should continue to qualify as performance-based compensation that is exempt from the $1,000,000 deduction limitation described above. Thus, our shareholders' approval of this proposal will help ensure that the Company can continue to deduct for federal income tax purposes all such compensation paid by the Company.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" THE PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR PERFORMANCE AWARDS UNDER THE COMPANY'S 2004 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE.

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EXECUTIVE OFFICERS

        The following table lists the name, age, current position and period of service with the Company for each executive officer. Each officer will hold office until his or her successor shall have been elected and qualified or appointed.

Name   Age   Position with the Company   Executive
Officer
Since
 

Douglas S. Ewert

  51  

Chief Executive Officer

  2000  

Mary Beth Blake

    48  

President and Chief Merchandising Officer

    2012  

James R. Bragg II

  45  

Executive Vice President – Distribution

  2012  

Kelly M. Dilts

    46  

Senior Vice President – Finance and Investor Relations

    2012  

Jon W. Kimmins

  57  

Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

  2013  

Mark Neutze

    52  

Executive Vice President – Store Operations

    2012  

Hyon C. Park

  42  

Executive Vice President and Chief Information Officer

  2015  

A. Alexander Rhodes

    56  

Executive Vice President and General Counsel

    2015  

Carole L. Souvenir

  54  

Executive Vice President – Employee Relations

  2006  

Matthew Stringer

    39  

Executive Vice President – Marketing

    2014  

Brian T. Vaclavik

  48  

Senior Vice President, Chief Accounting Officer and Principal Accounting Officer

  2014  

        See the discussion under "Board of Directors" for the business experience of Mr. Ewert.

        Mary Beth Blake joined the Company in 2008 as Chief Merchandising Officer of K&G Men's Company Inc., a wholly-owned subsidiary of the Company. In November 2008, Ms. Blake was named President of K&G. In February 2013, Ms. Blake was named Executive Vice President – Business Development of the Company and, in April 2013, her title was changed to Executive Vice President and Chief Merchandising Officer. In September 2014, Ms. Blake was named President and Chief Merchandising Officer of the Company.

        James R. Bragg II joined the Company in 1991. In October 2005, Mr. Bragg was named Vice President – Distribution. In April 2007, Mr. Bragg was named Senior Vice President – Tuxedo Distribution and, in March 2011, Mr. Bragg was named Executive Vice President – Distribution.

        Kelly M. Dilts joined the Company in 1998 as Assistant Controller. In March 2003, Ms. Dilts was named Associate Vice President – Finance & Accounting and, in March 2007, she was named Vice President – Finance & Accounting. In August 2012, Ms. Dilts was named Senior Vice President – Chief Accounting Officer and Principal Accounting Officer of the Company and, in June 2014, she was named Senior Vice President – Finance and Investor Relations.

        Jon W. Kimmins joined the Company in 2013 as Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer. Mr. Kimmins served as the Executive Vice President – Finance and Operations of LF-USA, Inc., a division of Li & Fung Limited, a wholesaler of apparel, footwear and fashion accessories, since April 2008.

        Mark Neutze joined the Company in 1995. In March 2004, Mr. Neutze was named Vice President – Stores. In April 2007, Mr. Neutze was named Senior Vice President – Stores. In March 2010, Mr. Neutze was named Executive Vice President – U.S. Store Operations and, in 2011, he was named Executive Vice President – Store Operations.

        Hyon C. Park joined the Company in 2011 as Vice President – Information Technology and, in October 2011, he was named Senior Vice President and Chief Information Officer. In January 2015, he was named Executive Vice President and Chief Information Officer. Prior to joining the Company,

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Mr. Park was with The Gymboree Corporation, a children's specialty apparel retailer, since November 2002 serving as a Sr. Director, Information Technology.

        A. Alexander Rhodes joined the Company in 2015 as Executive Vice President and General Counsel. Prior to joining the Company, Mr. Rhodes was with Chico's FAS, Inc., a women's specialty apparel retailer, since January 2003 most recently serving as its Executive Vice President-General Counsel and Corporate Secretary.

        Carole L. Souvenir joined the Company in 1998 as Vice President – Employee Relations. In March 2002, she was named Senior Vice President – Employee Relations. In August 2006, she was promoted to Chief Legal Officer and Executive Vice President – Employee Relations.

        Matthew Stringer joined the Company in 1999. In March 2008, Mr. Stringer was named Vice President – Marketing and, in March 2011, was named Senior Vice President – Marketing. In September 2014, Mr. Stringer was promoted to Executive Vice President – Marketing.

        Brian T. Vaclavik joined the Company in 2000 as Assistant Controller. In April 2005, Mr. Vaclavik was promoted to Corporate Controller and, in April 2006, he was named Associate Vice President and Corporate Controller. In April 2007, Mr. Vaclavik was promoted to Vice President and Corporate Controller and, in December 2012, he was named Vice President – Finance & Accounting. In June 2014, Mr. Vaclavik became Senior Vice President, Chief Accounting Officer and Principal Accounting Officer of the Company.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis describes our executive compensation programs and practices for our fiscal year 2014 Named Executive Officers:

        Effective October 1, 2014, Mr. Edwab retired as an executive officer and employee of the Company. Mr. Edwab continues to serve as non-executive Vice Chairman of the Board. Each of our Named Executive Officers who is currently employed by the Company is referred to as a "continuing Named Executive Officer."

Executive Summary

Significant Compensation Decisions During 2014

        On June 18, 2014, we acquired all of the outstanding common stock of Jos. A. Bank, a men's specialty retailer, for $65.00 per share in cash, or total consideration of approximately $1.8 billion. The acquisition was the culmination of our successful defense against an unsolicited proposal from Jos. A. Bank to acquire the Company. As a result, the Company experienced a major expansion in store count, inventory, suppliers, personnel, revenue and expense in connection with the transaction involving Jos. A. Bank, which came shortly after the Company's acquisition of the Joseph Abboud brand in 2013. The Jos. A. Bank transaction required significant time, energy and focus by our Board of Directors and management team to complete and continues to require management's attention as we integrate these two businesses. Transactions of this size and complexity require a great deal of effort to fully realize the synergistic benefits and we are already seeing positive results from these efforts.

        In light of the significant changes the Company experienced in fiscal 2014, the Compensation Committee, with the assistance of Pay Governance, a prominent consulting firm specializing in advisory services related to executive and director compensation, undertook a comprehensive review of the Company's compensation practices following the completion of the Jos. A. Bank acquisition. As a result of this review, and taking into consideration the input from the Company's Chief Executive Officer and Pay Governance, in September 2014, the Compensation Committee determined that it was in the best interest of the Company to increase certain executive officers' base salaries and to revise and adjust various aspects of the Company's compensation practices pertaining to both our annual cash incentive plan and equity-based long term incentive awards. Under the new compensation program, senior executive officers, including each of our continuing Named Executive Officers other than Mr. Ewert, will receive equity awards in the following ratio: 40% performance units, 30% stock options and 30% time-vested DSUs, and Mr. Ewert will receive equity awards as follows: 50% performance units, 30% stock options and 20% time-vested DSUs. The annual cash incentive plan for 2015 will be established as a percentage of base salary and allow for payout based 80% on financial metric objectives based

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primarily on net consolidated earnings before interest and taxes ("EBIT") and 20% on personal performance objectives. These changes are designed and intended to reflect the substantially increased demands upon and responsibilities of our executives and the material impact the Jos. A. Bank acquisition will have on the size of the Company's operations and the Company's overall financial performance for the current and successive fiscal years. The Compensation Committee believes it is imperative to retain and incent our management team in order to successfully integrate the Jos . A. Bank operations with the Company. See "Elements of Compensation – Performance Based Annual Cash Bonuses" for a discussion pertaining to annual non-equity incentive awards and "Equity Awards – Stock Options" and "Equity Awards – Deferred Stock Units" below for a discussion of the criteria applied to performance-based and time-based long term equity incentive awards.

        As customary, in April 2014, the Compensation Committee made its awards of stock options and time and performance based equity grants to Company executives and employees. In addition, as part of the implementation of the updated compensation program recommended by Pay Governance, the Compensation Committee determined that it was in the best interests of the Company to issue equity awards to certain senior executive officers, including our continuing Named Executive Officers, under the new program in September 2014 instead of during our regular annual grant process in 2015. The Compensation Committee believed it important to recognize the extraordinary efforts of Mr. Ewert and other senior executive officers, including our continuing Named Executive Officers, at that time and provide a strong incentive for them to remain with the Company during the integration of the Jos. A. Bank operations and achieve superior results in connection therewith. The awards in September were intended to be an accelerated issuance of the awards that customarily would be made during fiscal 2015. As a result of this accelerated issuance of equity awards and a special one-time cash bonus paid in June 2014 in recognition of the outstanding efforts by senior management in connection with the successful conclusion of the Jos. A. Bank transaction, total reported compensation for Mr. Ewert and the other continuing Named Executive Officers will appear to be significantly higher than the amounts reported in prior fiscal years. However, our continuing Named Executive Officers' reported pay in next year's proxy statement attributable to equity awards will be significantly lower than the amounts reported in this proxy statement since they will not receive equity grants as part of our annual grant process during fiscal 2015.

Overview of Fiscal 2014 Financial Performance

        A summary of our financial performance for fiscal 2014, which includes the results of Jos. A. Bank from June 18, 2014, compared to fiscal 2013 is presented below:

        Despite the successful acquisition and the increase in our revenues in fiscal 2014, as a result of the market conditions in place at the end of our fiscal year, our stock price decreased 1.0% from $48.04 on

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the last trading day of fiscal 2013 to $46.47 per share on the last trading day of fiscal 2014. However, on March 12, 2015, after announcement of our year end results, the closing price was $52.26.

        The total compensation received by Mr. Ewert, our Chief Executive Officer, in fiscal 2014 as reported in the Summary Compensation Table was $9,672,031 as compared to total compensation of $3,622,131 in fiscal 2013, an increase of approximately $6.0 million, of which approximately $4.2 million resulted from the equity grants awarded to him in September 2014 in lieu of those that would have been issued in April 2015 (as further discussed in this Compensation Discussion and Analysis). As described in "Chief Executive Officer Reported Pay vs. Realized Value" below, over the same period, Mr. Ewert's realized pay increased 92% from $3,199,875 in fiscal 2013 to $6,132,902 in fiscal 2014, and his realized pay as a percentage of reported pay decreased from 88.3% in 2013 to 63.4% in fiscal 2014, a decrease of 28%.

Overview of Compensation Philosophy

        Our executive compensation philosophy is focused on pay for performance and is designed to reflect appropriate governance practices aligned with the needs of our business and the interests of our shareholders, which has dramatically changed over the last fiscal year and is constantly evolving. Below is a brief summary of compensation practices we have adopted, and a list of problematic pay practices that we avoid.

WHAT WE DO

ü    Pay for Performance: We align executive compensation with Company objectives on both a short term and long-term basis. The majority of our target total direct compensation for our Named Executive Officers is comprised of variable compensation through our annual incentive bonuses and equity based long-term incentive compensation. Actual total direct compensation varies based on the extent of achievement of, among other things, operational and financial performance goals and individual performance criteria.

ü    Stock Ownership Guidelines: Our stock ownership guidelines require executives to own stock and/or have an interest in deferred stock units valued at a multiple of base salary, ranging from 2.5 times salary for our senior executives to 5 times salary for the Chief Executive Officer. All of our continuing Named Executive Officers meet or exceed these requirements, except Mr. Neutze who has until September 2019 to do so.

ü    Mitigation of Risk: Our compensation plans have provisions designed to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, varied performance

 

measurement periods, and multiple performance metrics. In addition, the Board and management perform an annual risk assessment to identify potential undue risk created by our incentive plans. We do not believe any of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.

ü    Clawback Policy: All executive officers' incentive compensation is subject to a clawback that applies in the event of certain financial restatements due to wrongful actions, among other things.

ü    Independent Compensation Consultant: The Compensation Committee retained Pay Governance to serve as its independent executive compensation consultants. During fiscal 2014, Pay Governance did not provide any other services to the Company other than those related to employee and director compensation.

ü    Double Trigger: Effective for all awards made on or after September 1, 2014, equity awards will not automatically vest in the event of a change in control unless also accompanied by a qualifying termination of employment.

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WHAT WE DON'T DO

c    No Tax Gross-Ups in Change in Control Agreements: We do not provide for tax gross-ups for excise taxes that may be imposed as a result of payments made in connection with a change in control.

c    No Current Payment of Dividend Equivalents on Unvested Long-Term Incentives: For all equity award agreements after April 3, 2013, dividend equivalents on unvested deferred stock units or performance units are only paid out to the extent that the underlying award is ultimately earned.

c    No Repricing of Underwater Stock Options: Our 2004 Plan does not permit us to reprice or

 

exchange underwater options without shareholder approval.

c    No Hedging, Short Sales, or Derivative Transactions: Our Company policies prohibit our directors and executives from hedging or trading in derivatives involving our Common Stock and strongly discourages pledging of our Common Stock through the required pre-approval by the designated executive officer pursuant to our insider trading policies.

Chief Executive Officer Compensation

        The Compensation Committee continues to focus on putting in place competitive compensation for the Company's executive officers, and, as a result, works from time to time with compensation consultants to advise it with respect to competitive compensation arrangements. Upon consummation of the Jos. A. Bank transaction, and in recognition of the significantly increased responsibilities Mr. Ewert and other Company executives would assume as a result thereof, the Compensation Committee reviewed again its approach to its compensation practices and engaged the services of Pay Governance, who undertook a new review of our executive compensation policies and practices. As a result, the Compensation Committee determined to modify its approach to Mr. Ewert's overall compensation. The Compensation Committee determined that a greater proportion of Mr. Ewert's overall compensation package should be in the form of performance-based equity incentive awards in order to provide a strong incentive to Mr. Ewert to remain with the Company, and to more strongly emphasize the Compensation Committee's desire to reward superior performance while at the same time, reflect the competitive market for executive managerial talent such as Mr. Ewert. In its analysis, Pay Governance provided the Compensation Committee with data with respect to other retail apparel companies, similar in size to projected revenues and market capitalization of the newly combined Company. The companies selected by Pay Governance included: Abercrombie & Fitch Co., Aeropostale, Inc., American Eagle Outfitters, Inc., ANN INC., Ascena Retail Group, Inc., Brown Shoe Company, Inc., Chico's FAS, Inc., DSW Inc., Express, Inc., Foot Locker, Inc., Genesco Inc., Guess?, Inc., The Children's Place Retail Stores, Inc., and The Finish Line, Inc. While the Compensation Committee considered this data in addition to other information when determining what would be appropriate compensation for a chief executive officer of the Company, it did not target Mr. Ewert's compensation to any specific benchmark against the peer group or any particular member or sub-set of the peer group.

        For 2014, Mr. Ewert received a base salary of $1,250,000, an annual bonus payout under our non-equity incentive bonus program of $1,718,750, option awards having a fair market value on the date of grant of $2,051,278, and deferred stock units (or DSUs) subject to solely time-based vesting having a fair market value at grant equal to $4,135,552, and DSUs subject to performance-based vesting having a fair market value at grant equal to $2,585,537. The primary factor in the significant increase between the fiscal 2013 and fiscal 2014 reported Chief Executive Officer compensation is the fact that in June 2014, the Compensation Committee issued a special one-time cash bonus to Mr. Ewert and other executives in recognition of their outstanding performance in connection with the Jos. A. Bank transaction and issued new stock options and performance-based and time-based DSUs in September 2014. The Compensation Committee also awarded non-equity incentive bonuses for 2014 to Mr. Ewert and the other Named Executive Officers equal to 138% of their respective target bonus amounts due to the

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superior financial performance of the Company as we exceeded our financial performance targets. The equity incentive awards made in September 2014 are intended by the Compensation Committee to be in lieu of the equity incentive awards that would have been made during our fiscal 2015 annual grant process which typically occurs in April. As a result of this accelerated issuance of equity awards, the special one-time cash bonus and the significant non-equity incentive bonus, total compensation for Mr. Ewert and the other Named Executive Officers is significantly greater in fiscal 2014 than in fiscal 2013. We view these increases as a result of a change to our compensation practices attributed to the extraordinary changes in the Company, including the acquisition of Jos. A. Bank, which occurred during fiscal 2014. Since Mr. Ewert and each of our other continuing Named Executive Officers will not receive equity awards as part of our annual grant process during fiscal 2015, it is anticipated that the reported pay in next year's proxy statement attributable to equity awards will be significantly lower than the amounts reported in this proxy statement.

2014 Chief Executive Officer Annual Compensation

GRAPHIC

        With respect to Mr. Ewert's 2014 annual compensation, 66% was designed to be "at-risk" pay (annual incentive bonus, non-qualified stock options and performance units), and 34% was intended as fixed pay (base salary, special bonus and time-based DSUs). For additional information regarding the individual components of his compensation, see "Elements of Compensation" below.

        In April 2015, the Company entered into an Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement with Mr. Ewert. See "Employment Agreements – Douglas S. Ewert" and "Potential Payments Upon Termination or Change in Control" below for a more detailed discussion of Mr. Ewert's new agreements.

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Chief Executive Officer Reported Pay vs. Realized Value

        It is important to note that the grant date fair value of the DSUs (both time and performance-based vesting) as set forth in our Summary Compensation Table on page 52 is for accounting and SEC disclosure purposes and is not realized pay for the indicated years. The table below shows the pay Mr. Ewert realized for the past three years in contrast to the reported pay presented in the Summary Compensation Table. The difference between reported pay and realized pay reinforces the concept that a significant portion of Mr. Ewert's compensation is at risk of forfeiture and dependent on the performance of the Company.

Year of
Compensation
  Reported Pay
($)(1)
  Realized Pay
($)(2)
  Realized Pay vs.
Reported Pay
($)
  Realized Pay as a
Percentage of
Reported Pay (%)
 

2014

    9,672,031     6,132,902     –3,539,129     63.4  

2013

    3,622,131     3,199,875     –422,256     88.3  

2012

    2,094,570     3,965,782     +1,871,212     189.3  

(1)
Reported Pay is the amount set forth in the "Total" column in the Summary Compensation Table and is based on the current SEC required reporting rules.
(2)
Realized Pay is compensation actually received by Mr. Ewert during the indicated fiscal year, consisting of salary, cash bonuses received (including any bonus paid pursuant to our non-equity incentive bonus program), net spread on stock option exercises, market value at vesting of previously granted DSUs and amounts reported in the "All Other Compensation" column in the Summary Compensation Table for the indicated fiscal year. Excludes the value of any unearned and unvested DSUs, including performance-based DSUs, which will not actually be received, if earned, until a future date.

2014 Advisory Vote on Executive Compensation

        At our 2014 annual meeting of shareholders, in response to the advisory vote to approve executive compensation, more than 96% of the votes cast were in favor of our named executive officer compensation and, as a result, the named executive officer compensation was approved. We value this positive endorsement by our shareholders of our executive compensation policies and believe that it evidences our shareholders' strong support for our named executive officer's compensation arrangements as well as our general executive compensation philosophies.

        Compensation arrangements for each fiscal year are generally considered by the Compensation Committee over a 90-day period following our fiscal year end and implemented immediately thereafter. Therefore, the Compensation Committee had not yet received the results of the 2014 advisory vote by shareholders when determining the executive compensation for 2014 set out in this proxy statement. However, the Board of Directors and the Compensation Committee will consider shareholder feedback in making compensation determinations for fiscal years which occur after the receipt of such feedback; for example, the Compensation Committee considered the results of the 2013 advisory vote on executive compensation received in September 2013 when it considered the executive compensation for 2014, and it then considered the results of the 2014 advisory vote on executive compensation received in June 2014 when it considered executive compensation for fiscal 2015. The Compensation Committee continues to believe that our programs are effectively designed, instrumental to achieving our business strategy, consistent with our corporate culture, and aligned with the interests of our shareholders.

        In addition, consistent with the preference expressed by our shareholders at the 2011 annual meeting of shareholders, our Board of Directors has decided that we will include a vote to approve, on an advisory basis, the compensation of our named executive officers in our proxy materials every year until

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the next required advisory vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our annual meeting of shareholders to be held in 2017.

        Our Board of Directors and our Compensation Committee value the opinions of our shareholders and, to the extent that there is any significant vote against the compensation of our Named Executive Officers as disclosed in this proxy statement, we will consider our shareholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Our Board of Directors unanimously recommends that you vote " FOR" the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement. For more information, see "Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers" on page 78 of this proxy statement.

Our Compensation Philosophy

What Our Compensation is Designed to Reward

        Our compensation program is designed to reward teamwork and each individual's contribution to the Company as well as to produce positive long-term results for our shareholders and employees by aligning compensation with the Company's business strategies and the creation of long-term shareholder value. Accordingly, a significant portion of each executive's compensation is performance-based.

Objectives of Compensation Program

        The primary objectives of our compensation program, including our executive compensation program, are to retain and motivate qualified employees who are enthusiastic about and committed to our culture and mission. In doing so, we design competitive total compensation and rewards programs to enhance our ability to attract and retain knowledgeable and experienced executives who appreciate and are committed to our Company culture. Promotion from within is a key principle at the Company and a majority of our executive officers have reached their current career positions through an average career development tenure in excess of 15 years with us. Differences in compensation among our exempt employees are generally due to performance, position, seniority, or local requirements. In line with this philosophy, executive officers generally receive minimal perquisites.

        Each executive's current and prior compensation is considered in setting future compensation and consideration is given to the vesting and value of previously granted equity awards. As a result, the composition of our named executive officer group often varies from year to year based upon the equity awards granted in any given year. In addition, the Chief Executive Officer focuses on relative compensation throughout the organization.

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Elements of Compensation

        The following table describes the primary elements of our executive compensation program:

  Compensation
Element
  Purpose   Link to Performance   Fixed or
Performance-
Based
  Short- or
Long-Term
  Base Salary   Provides an appropriate level of fixed compensation to attract and retain leaders   Based on individual performance   Fixed   Short-Term
  Annual Cash Bonus   Encourages executives to achieve annual results that create shareholder value   Linked to annual achievement of predetermined Company objectives – i.e., for 2014, EBIT targets – as well as individual performance   Performance-Based   Short-Term
  Equity Awards

(including non-qualified stock options, restricted stock awards, and DSUs (time and performance-based vesting), or a combination thereof)
 

Directly links executives' and shareholders' interests by tying long-term incentives to stock appreciation and/or the Company's financial performance

Encourages executives to achieve long-term business goals and objectives (including achieving financial performance that balances growth, profitability, and asset management)

Rewards management for taking prudent actions and achieving results that create shareholder value

Helps to retain management through business cycles

  Initial grant value is linked to individual performance; however, the ultimate value of the award is linked to stock price performance over a period of time or, in the case of performance-based DSUs, the Company's financial performance and stock price performance over a period of time   Performance-Based (non-qualified stock options and performance-based DSUs)

Fixed
(restricted stock awards and time-based DSUs)
  Long-Term

Base Salaries

        The level of responsibility and experience, Company performance, competitive market conditions, retention concerns and individual performance are all factored into the determination of an employee's base salary. In addition, when making base salary recommendations, the Chief Executive Officer considers his base salary level and the level of all other executives' base salaries relative to compensation throughout the organization. In September 2014, we adjusted the base salaries of certain executives primarily due to the increased duties and responsibilities assumed in connection with the Jos. A. Bank transaction. We believe that the adjustments made bring the base salaries of these executives to more closely reflect current market rates for equivalent talent and expertise. The following table sets forth the base salary for each of our continuing Named Executive Officers in effect on the last day of each of the following fiscal years:

Name   2013 Base Salary
($)
  2014 Base Salary
($)
 

Douglas S. Ewert

    1,250,000     1,250,000  

Jon W. Kimmins

    450,000     550,000  

Mary Beth Blake

    540,000     600,000  

Mark Neutze

    309,000     400,000  

Carole L. Souvenir

    330,000     400,000  

Performance-Based Annual Cash Bonuses

        To align executive pay with Company financial performance, our executives are eligible to receive annual cash bonuses pursuant to our non-equity annual incentive bonus program. The maximum annual

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bonus payout possible for a Named Executive Officer under our non-equity performance program varies by individual, with the maximum payout (subject to adjustment as described below) established at $1,718,750 for fiscal 2014. The target bonus and bonus received, in actual dollars and as a percentage of base salary at the time of the grant, for each of the Named Executive Officers in fiscal 2014 are set forth below:

Name   Target
Bonus
($)
  Target Bonus
(% of Base
Salary)
  Actual Bonus
Received
($)
  Bonus Received
(% of Base
Salary)
 

Douglas S. Ewert

    1,250,000     100     1,718,750     138  

Jon W. Kimmins

    450,000     100     618,750     138  

Mary Beth Blake

    300,000     55     412,500     76  

Mark Neutze

    200,000     50     275,000     89  

Carole L. Souvenir

    150,000     45     206,250     63  

David H. Edwab

    420,000     100     577,500     138  

        Due to the Jos. A. Bank acquisition and the difficulty in fairly evaluating the financial performance of the Company when combining the results of the two organizations mid-year, in addition to the accounting and other financial adjustments that would occur as a result of the combination, in April 2014, the Compensation Committee established a financial performance metric for the April 2014 awards based on growth in EBIT, or earnings before interest and taxes for the Company, exclusive of Jos. A. Bank. The Compensation Committee believed that this metric, which is based on ongoing operating results from the traditional businesses of the Company, more accurately and fairly gauged the growth and financial performance of the Company rather than developing a performance metric that included a partial and then unknown period of operations of Jos. A. Bank. As a result, the Compensation Committee set a 12% increase in EBIT from fiscal 2013 to 2014, exclusive of the impact of the Jos. A. Bank transaction and operations on the performance metric target for fiscal 2014.

        The Compensation Committee determined that for the April 2014 non-equity incentive awards, (i) 75% of an individual's maximum amount would be tied to the specified EBIT target (the "2014 Performance Target") based on the following schedule: (A) 50% of the performance bonus would be paid if the Company achieved 70% of the 2014 Performance Target (equating to an 8.4% increase in EBIT); (B) 100% of the bonus would be paid if the 2014 Performance Target was met; and (C) up to 150% of the bonus amount would be paid if the Company exceeded the 2014 Performance Target by 130% or greater (equating to an EBIT of 15.6% or higher). The Compensation Committee also concluded that there would be no performance-based payout if the Company failed to achieve at least 70% of the 2014 Performance Target (or a minimum of 8.4% EBIT) and that there would be a pro-rated payout if the Company achieved between 70% and 150% of the 2014 Performance Target (or EBIT between 8.4% and 15.6%). The remaining 25% of the maximum annual cash bonus would be left to the discretion of the Compensation Committee, with the input of our Chief Executive Officer, and would be based on the Compensation Committee's determination of the executive's achievement of personal performance goals. The Compensation Committee believed that the requirement to achieve a financial target with respect to obtaining 75% of the incentive bonus opportunity embodied an emphasis on pay for performance.

        Because the Company achieved EBIT that was 130% or greater than the EBIT target, 150% of the bonus attributed to the specified EBIT target was paid. In addition, the Compensation Committee awarded the full 25% discretionary cash bonuses under the non-equity incentive program to the Named Executive Officers and certain other executives in recognition of their individual contributions.

        The average target annual cash bonus compensation, as a percentage of base salary, for all executive officers who were eligible to participate in the program at the end of fiscal 2014 was 64% and the actual payout was 86% for all executive officers who were eligible to participate in the program at the end of fiscal 2014, including the Named Executive Officers. For comparison purposes, for fiscal 2013, the

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maximum average annual cash bonus compensation, as a percentage of base salary, for all executive officers who were eligible to participate in the program at the end of fiscal 2013 was 68% and the actual payout was 23% for all executive officers who were eligible to participate in the program at the end of fiscal 2013, including the Named Executive Officers.

        In addition, shortly after the closing of the Jos. A. Bank transaction, the Compensation Committee again reviewed the compensation arrangements for the Company's senior executives. In June 2014, the Compensation Committee determined that, in recognition of the outstanding efforts by senior management in connection with the successful conclusion of the Jos. A. Bank transaction, a special one-time cash bonus would be paid to the Company's senior executives. The special one-time cash bonus was in addition to, and separate and apart from, the non-equity incentive bonus and financial performance metrics adopted in April 2014 and described above. For information regarding the amounts of these special one-time cash bonus awards, see "Summary Compensation Table" below.

Equity Awards

        We generally grant stock options and DSUs or a combination thereof, to our executive officers as a means to retain their services over a period of time and to align their interests with shareholders by incentivizing them to drive the Company's stock price higher by achieving excellent financial results. For information regarding specific grants to the Named Executive Officers during fiscal 2014, see "Grants of Plan-Based Awards Table" below.

Stock Options

        Nonqualified stock options provide executives with the opportunity to purchase our Common Stock at a price fixed on the grant date regardless of future market prices. Since a stock option becomes valuable only if the holder of the option remains employed during the period required for the option to "vest," stock options provide an incentive for an option holder to remain employed by us. In addition, since a stock option becomes valuable to the holder only if the market price of our Common Stock price increases above exercise price (which is the market price on the date of grant), stock options link a portion of the employee's compensation to shareholders' interests by providing an incentive to make decisions designed to achieve long-term business goals and objectives and thereby maximize the market price of our stock. In fiscal 2014, the Company issued a total of 190,641 stock options to our Named Executive Officers.

Time-Based Deferred Stock Units

        A DSU is a commitment by us to issue a share of our Common Stock for each DSU at the time the restrictions in the award agreement lapse. For all DSU awards made on or after April 3, 2013, dividend equivalents will be credited to a DSU when dividends are paid to our shareholders, but will not be paid out unless and until the underlying DSU award is earned. Awards made before April 3, 2013 provide for dividend equivalents to be paid on the DSUs if and to the extent paid to our shareholders. DSUs are generally forfeited upon termination of employment with us if the restrictions outlined in the awards are not met. The Compensation Committee has adopted a policy that time-based DSUs granted to Named Executive Officers after April 2012 may not vest more quickly than on a pro-rata basis over three years except in unusual circumstances as determined by the Compensation Committee (such as a person nearing retirement age). In fiscal 2014, the Company issued 49,433 time-based DSUs to our Named Executive Officers.

Performance-Based Deferred Stock Units or Performance Units

        A performance-based DSU, or performance unit, is an agreement by the Company to issue a stated number of shares of our Common Stock to the recipient in each of year of the vesting period, typically three years, only if the Company meets or exceeds certain pre-determined financial performance criteria.

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As with time-vested DSUs, for all performance-based DSU or performance units awards made on or after April 3, 2013, dividend equivalents will be credited when dividends are paid to our shareholders, but will not be paid out unless and until the underlying award is earned. During fiscal 2013, the Compensation Committee introduced performance-based DSUs to the mix of long-term incentives granted to our executives where the number of shares earned is based on achievement of financial performance targets tied to growth in consolidated earnings before interest and taxes (or EBIT) as a percentage of sales over the vesting period. We believe performance-based DSUs reflect our compensation philosophy by establishing a clear connection between the compensation of our executives, including our Named Executive Officers, and the achievement of performance goals that are important for long-term shareholder value creation. Performance-based DSUs provide an incentive to the recipient to work toward the financial success of the Company over the vesting period in order for the DSUs to vest, thereby aligning the financial interest of the recipient with that of the Company and driving increased shareholder value.

        One-third of the shares subject to the performance-based DSU grants made during fiscal 2013 are eligible to vest based on achievement of EBIT growth targets, stated as a percentage of the Company's consolidated sales during each of our 2013, 2014 and 2015 fiscal years. The EBIT growth target for the first tranche of the award, relating to fiscal 2013, was consolidated EBIT of 8.6% of consolidated sales and, for the second tranche of the award, relating to fiscal 2014, the EBIT growth target was 9.2% of consolidated sales, neither of which were met and, therefore, no performance-based DSUs granted in fiscal 2013 vested with respect to the first two tranches of performance-based DSUs. The EBIT growth target for the first tranche of the 2013 performance-based DSU grants was based on the prior fiscal year results and the targets for the 2014 tranche increased the EBIT growth target by 7% over the prior year's target. The award agreements provide that if the EBIT percentage target is not achieved in the first or second year of the three year vesting period, then the shortfall can be made up by the end of the three years by achieving EBIT dollars in excess of those necessary to achieve the EBIT percentage target for the second or third year in an amount that, when added to the EBIT for the year with the shortfall, would be sufficient to increase the EBIT percentage for that shortfall year to the EBIT percentage target for that year. If that is achieved, then the portion of the DSUs that did not vest in year one or two because of the shortfall would then vest when the shortfall is made up in year two or three.

        In April 2014, in response to the pending Jos. A. Bank transaction and the anticipated impact that transaction would have on the Company, and due to the difficulty in fully and fairly evaluating the Company's financial performance when the Jos. A. Bank acquisition would have a substantial and material effect on all aspects of the Company's operations and financial results, the Compensation Committee determined to retain EBIT growth targets with respect to the Company's traditional business, exclusive of the impact of the Jos. A. Bank transaction and operations, as a means of measuring the Company's financial performance for performance-based DSUs granted in fiscal 2014. The April 2014 award agreements provided that if EBIT for fiscal 2014, exclusive of the Jos. A. Bank transactions and operations and as further adjusted as permitted under the agreement, was equal to or greater than 110% of EBIT for fiscal 2013, then 100% of the shares covered by such award would vest In April 2015. The Compensation Committee determined that the target had been achieved, and the April 2014 awards vested in accordance with their terms on April 13, 2015.

        As previously discussed, as part of the changes to the compensation program following the Jos. A. Bank acquisition, the Compensation Committee issued additional equity awards to certain senior executive officers in September 2014 in lieu of the equity awards that would have been made during our fiscal year 2015 annual grant process. It was determined to grant these awards in September 2014 in lieu of April 2015 to ensure full alignment of the executive's long-term incentive opportunity with shareholders at a time closely following the closing of the acquisition and the establishment of financial goals associated with the integration of the two companies. Each of the performance units issued on September 12, 2014 represents the right to receive up to a maximum of 2.25 shares of Common Stock. The performance units will cliff-vest with respect to all shares covered thereby on April 13, 2018 if the

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specified adjusted earnings per share performance target for fiscal 2017 is achieved. Assuming the performance target is achieved, the number of performance units earned will be adjusted based on multipliers, ranging from 50% to 150%, related to each of (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative total shareholder return ("TSR") compared to the TSR of the apparel companies in S&P's Retail Select Index from the grant date to the last trading day of fiscal year 2017. In 2018, the Company will provide information regarding the relative achievement of the targets and the number of shares actually earned with respect to these performance units. In September 2014, the Company issued 57,480 performance units to our Named Executive Officers, which cover a potential maximum of 129,330 shares of our Common Stock.

Benefits

        We offer a variety of health and welfare and retirement programs to all eligible employees. Executives are generally eligible for the same benefit programs on the same basis as the rest of the broad-based employees. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical, wellness, pharmacy, dental, vision, life insurance, and accidental death and disability.

        We maintain defined contribution plans pursuant to the provisions of Section 401(k) of the Internal Revenue Code. The plans cover our full-time employees who meet age and service requirements. The plans provide for pre-tax, elective employee contributions with a matching contribution from us.

Determination of Compensation

Administration

        The Compensation Committee is composed entirely of independent, non-management members of the Board of Directors. No Compensation Committee member participates in any of our employee compensation programs, other than our equity incentive plans, and, certain Compensation Committee members receive health insurance benefits through the Company. The Compensation Committee (i) reviews and approves annual compensation for officers whose annual base salary plus maximum payout under our annual non-equity cash incentive program is equal to or in excess of $500,000, (ii) reviews the compensation program for all other senior officers as presented to the Compensation Committee by the Chief Executive Officer, and (iii) reviews and approves the annual awards under equity incentive plans to all employees as recommended to the Compensation Committee by management. Recommendations for the executive officers, including the Named Executive Officers (other than himself), are made by the Chief Executive Officer.

Relative Size of Major Compensation Elements

        In setting Named Executive Officer compensation, the Compensation Committee considers the aggregate compensation payable to the executive and the form of the compensation. The Compensation Committee seeks to achieve an appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial and non-financial objectives. The number of shares granted under equity awards to each executive is made on a discretionary basis, rather than formulaically, by taking into consideration the executive's position, responsibilities, accomplishments, achievements and tenure with the Company. The Compensation Committee may decide, as appropriate, to modify the mix of base salary, annual awards, and long-term awards to best fit a Named Executive Officer's specific circumstances.

Timing of Compensation Decisions

        All elements of executive officer compensation are reviewed and approved on an established schedule, which may vary from year to year, but generally occurs over a 90-day period following our fiscal

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year end and after a review of financial, operating, and personal objectives with respect to the prior year's results. The Compensation Committee reviewed the Chief Executive Officer's recommendations and approved base compensation and annual non-equity incentive bonuses and equity grants to the Named Executive Officers and other executives, managers and Company employees in April 2014. However, fiscal 2014 was different from prior years due to the Board and management time, focus and attention on the Jos. A. Bank transaction and the commencement of the process of integrating the operations of the two entities. As a result of this transaction, and the significantly increased levels of responsibility assumed by management in connection therewith, the Compensation Committee approved adjustments to the base compensation of certain of our senior executive officers, which included continuing Named Executive Officers, and approved the grant of equity awards to certain senior executive officers, including our continuing Named Executive Officers, in September 2014 instead of during our annual grant process in 2015. The Compensation Committee may continue to periodically review salaries and equity awards as it deems necessary in order to address new appointments or promotions or other special circumstances that may arise during the fiscal year.

Compensation Consultant

        In 2014, the Compensation Committee engaged Pay Governance to advise it with respect to evaluating the compensation arrangements for Mr. Ewert, other senior executives and the Board of Directors. Pay Governance reported directly to the Compensation Committee and all such services were provided to the Compensation Committee. Pay Governance did not provide any non-executive compensation services to us directly or indirectly through affiliates, nor have either of the consultants provided any services to the Company other than those that were related to its engagement as independent consultant to the Compensation Committee and other than an engagement by the Company to provide further advice regarding equity compensation and corporate bonus structure for key employees.

        In connection with its engagement of Pay Governance, the Compensation Committee assessed the independence of Pay Governance pursuant to SEC rules and NYSE Listing Standards and considered various factors including, but not limited to, any other services provided by Pay Governance to the Company, the amount of fees received by Pay Governance from the Company as a percentage of their total revenue, Pay Governance's policies and procedures designed to prevent conflicts of interest, any shares of our Common Stock owned by those persons at the consultants actually working on the engagement, and the existence of any business or personal relationship that could impact Pay Governance's independence. After performing its assessment, the Compensation Committee determined that Pay Governance was independent and that its engagement did not present any conflicts of interest. Pay Governance also determined that it was independent from management and provided a written statement delivered to the Chair of the Compensation Committee to such effect. In connection with any future engagements of Pay Governance by the Compensation Committee, the Compensation Committee will consider the engagement described above as well as any other factors set forth in the SEC Rules or the NYSE Listing Standards.

Impact of Accounting and Tax Treatment

        In recognizing share-based compensation, we follow the provisions of the authoritative guidance regarding share-based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of restricted stock awards and DSUs is determined based on the number of shares granted and the quoted price of our Common Stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period. For grants

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that are subject to pro-rata vesting over a service period (other than performance-based awards), we recognize expense on a straight-line basis over the requisite service period for the entire award.

        Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation paid to the Chief Executive Officer and the three other most highly compensated executive officers (other than the Chief Financial Officer) that may be deducted by us in any year unless the compensation is performance-based compensation as described in Section 162(m) and the related regulations. The Compensation Committee believes that it is generally in the Company's best interests to satisfy the requirements for deductibility under Section 162(m). However, notwithstanding this general policy, the Compensation Committee also believes that there may be circumstances in which the Company's interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m).

        Section 409A of the Internal Revenue Code provides that deferrals of compensation under a nonqualified deferred compensation plan for all taxable years are currently includible in gross income to the extent not subject to a substantial risk of forfeiture and not previously included in gross income, unless certain requirements or exemptions are met. We structure any deferred compensation arrangements to be in compliance with section 409A of the Internal Revenue Code.

Change in Control Agreements

        The Company has entered into Change in Control agreements with each of our executives, including the Named Executive Officers. The Compensation Committee believes that Change in Control arrangements have important characteristics and value, particularly in the current economic environment and given the events we experienced in 2013 and 2014. For example, executives often look to Change in Control agreements to provide protection for lost professional opportunities in the event of a Change in Control and consequently assign significant value to them. The Compensation Committee believes that our current Change in Control agreements protect shareholder interests by retaining management should periods of uncertainty arise. Because our Change in Control agreements are structured to serve the above purpose and because Change in Control agreements represent a contractual obligation of our Company, decisions relating to other elements of compensation have minimal effect on decisions relating to existing Change in Control agreements.

        The benefits payable under the Change in Control agreements in certain circumstances are disclosed below on pages 71 through 76. These agreements generally provide that if a Change in Control occurs and we fail to extend the executive's agreement or terminate the executive's employment without cause or if the executive terminates his or her employment for good reason, the executive will receive an amount equal to two times the sum of the executive's base salary plus an amount equal to the maximum annual performance bonus in the fiscal year in which a Change in Control occurs or the immediately preceding fiscal year, whichever is higher, plus basic benefits as more fully described in the Change in Control agreement.

Clawback Provisions

Under Employment Agreements

        As discussed later in this proxy statement, the employment agreements with each of Messrs. Ewert and Kimmins provide that if it is determined that Mr. Ewert or Mr. Kimmins, respectively, before or after the termination of his employment relationship with us, has committed certain acts which materially and adversely affect us, then some or all (A) benefits payable or to be provided, or previously paid or provided, to him under his employment agreement or (B) cash bonuses paid to him by us on or after the date of his employment agreement, or equity awards granted to him by us that vest, on or after the date of his employment agreement will be forfeited or repaid to us. For additional discussion regarding these

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clawback provisions, including those acts which could trigger such forfeiture, see the discussion regarding their respective employment agreements under "Employment Agreements" below.

Under Change in Control Agreements

        The Change in Control agreement with each of our executives also contains clawback provisions which provide that in the event that it is determined that an executive, before or after the termination of his or her employment relationship with us, has committed certain acts which materially and adversely affect the Company, then some or all of such executive's awards (including cash bonuses paid to such executive by us or equity awards that vest after the effective date of the executive's Change in Control agreement) will be forfeited or repaid to us. For additional discussion regarding these clawback provisions, including those acts which could trigger such forfeiture, see the discussion under "Potential Payments Upon Termination or Change in Control – Change in Control Agreements" below.

Executive Officer Equity Ownership

        The Board of Directors has established a guideline for Company equity ownership by certain of our senior executive officers, including the continuing Named Executive Officers. These guidelines are designed to further strengthen and align Company leadership with shareholders' interests and to enhance shareholder value over the long term. Under the guideline, each Named Executive Officer is expected to hold equity interests in the form of Common Stock, restricted stock, DSUs or performance units having an aggregate equity value of at least two and one half times his or her base salary within five years of becoming subject to the holding requirement. Failure to achieve the guideline will be taken into consideration by the Compensation Committee in determining compensation for the continuing Named Executive Officer. All of the Named Executive Officers have achieved their required ownership levels, except Mr. Neutze who has until September 2019 to do so. In addition, the Compensation Committee has adopted an additional equity ownership requirement for the Chief Executive Officer to require him to hold equity interests in the form of our Common Stock, restricted stock or DSUs having an aggregate equity value of at least five times his base salary. Mr. Ewert currently meets this increased ownership requirement.

        The Compensation Committee has also adopted a requirement that award agreements for equity grants to an executive officer subject to the holding requirements contain a provision that if a person is subject to the holding requirement at the time of vesting of his or her restricted stock awards or DSUs or upon exercise of his or her stock options, and such person is not then in compliance with the then existing equity ownership guidelines for senior executive officers described in the previous paragraph, then 50% of the vested or acquired shares must be retained until the person meets the equity ownership guidelines. Further, pursuant to the Company's insider trading policies, our directors, officers and employees are prohibited from hedging equity positions in our Common Stock arising from equity compensation awards. In addition, the Company strongly discourages pledging of our Common Stock through the required pre-approval by the designated executive officer pursuant to our insider trading policies.

Pension Plans and Retirement Plans

        We do not maintain defined benefit pension plans or supplemental executive retirement plans for our executive officers nor do we have any defined contribution plans which provide for the deferral of compensation on a basis that is not tax qualified.

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Summary Compensation Table

        The following table sets forth certain information regarding compensation paid in respect of our fiscal year ended January 31, 2015, to (i) each individual who served as our Chief Executive Officer or Chief Financial Officer during the year, (ii) the next three most highly compensated executive officers and (iii) one additional individual for whom disclosure would have been provided pursuant to (ii) but for the fact that he was not serving as an executive officer as of January 31, 2015 (collectively, the "Named Executive Officers"):

Name and Principal Position (1)   Year   Salary
($)(2)
  Bonus
($)
  Stock
Awards
($)(3)
  Option
Awards
($)(3)
  Non-Equity
Incentive Plan
Compensation
($)(4)
  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
  All Other
Compensation
($)
  Total
($)
 

Douglas S. Ewert

  2014   1,250,000   500,000  (5) 4,135,552  (6) 2,051,278  (6) 1,718,750     16,451  (7)(8) 9,672,031  (6)

Chief Executive Officer

  2013   1,163,173     1,999,993     416,667     42,298  (7)(8) 3,622,131  

  2012   616,635   300,000  (9) 500,020   499,973   100,000     77,942  (7)(8) 2,094,570  

Jon W. Kimmins

   
2014
   
484,615
   
300,000

 (5)
 
670,310

 (6)
 
410,249

 (6)
 
618,750
   
 
4,352

 (8)
 
2,488,276

 (6)

Executive Vice President,

    2013     380,769     275,000  (10)   1,000,013     249,996     150,000           2,055,778  

Chief Financial Officer,

                                                     

Treasurer and Principal Financial Officer

                                                     

Mary Beth Blake

 

2014

 


560,769

 


50,000

 (5)


817,123

 (6)


470,256

 (6)


412,500

 



 

15,500

 (7)(8)


2,326,148

 (6)

President and Chief

  2013   536,335     249,995     100,000     20,746  (7)(8)(11) 907,076  

Merchandising Officer

                                     

Mark Neutze

   
2014
   
379,020
   
25,000

 (5)
 
633,590

 (6)
 
286,186

 (6)
 
275,000
   
 
8,311

 (7)(8)(12)
 
1,607,107

 (6)

Executive Vice President – Store Operations

                                                     

Carole L. Souvenir,

 

2014

 


354,231

 


100,000

 (5)


453,498

 (6)


201,720

 (6)


206,250

 



 

2,204

 (7)(8)


1,317,903

 (6)

Executive Vice President – Employee Relations

                                     

David H. Edwab,

   
2014
   
453,551
   
200,000

 (5)
 
   
   
577,500
   
 
361,460

 (7)(8)(14)
 
1,592,511
 

Vice Chairman of the Board (13)

    2013     415,423         1,323,600         130,000       42,018  (7)(8)   1,911,041  

    2012     400,317     33,333  (5)           66,667       55,957  (7)(8)   556,274  

(1)
Indicates position held as of January 31, 2015. Mr. Neutze and Ms. Souvenir were not Named Executive Officers prior to fiscal 2014, nor were Ms. Blake and Mr. Kimmins in 2012; therefore, in accordance with SEC regulations, only compensation information beginning with the fiscal year in which they became a Named Executive Officer is included in the Summary Compensation Table.
(2)
Represents salary for 52 weeks in fiscal year 2014 and 2013, and 53 weeks in fiscal year 2012.
(3)
Represents aggregate grant date fair value of award computed in accordance with FASB ASC topic 718. The value of DSUs subject to performance-based vesting conditions has been determined assuming the achievement of the performance conditions on the date of grant, which also is the maximum that can be earned under the performance award. These values exclude the accounting effect of any estimate of future service-based forfeitures and do not necessarily correspond to the actual level that might be realized by the Named Executive Officers. For additional information, including a discussion of the assumptions used to calculate these values, see Note 11 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.
(4)
Represents bonuses paid pursuant to our non-equity incentive bonus program (for additional information, see "Compensation Discussion and Analysis – Elements of Compensation – Performance-Based Annual Cash Bonuses").
(5)
Represents a one-time special cash bonus paid to the Named Executive Officer in recognition of the efforts and success of management in the indicated fiscal year; for fiscal 2014, the one-time cash bonus relates to a special bonus paid to the indicated officer upon the consummation of the acquisition of Jos. A. Bank.
(6)
As part of the implementation of the updated compensation program described in Compensation Discussion and Analysis, the Compensation Committee determined that it was in the best interests of the Company to grant equity awards to certain senior executive officers, including each of our continuing Named Executive Officers, under the new program in September 2014 instead of during our regular annual grant process in 2015. As a result of this accelerated issuance of equity awards and the special one-time cash bonus paid to each our Named Executive Officers in June 2014 in recognition of the outstanding efforts of senior management in connection with the successful conclusion of the Jos. A. Bank transaction, the reported pay of the Named Executive Officers for 2014 in the Summary Compensation Table is significantly higher than amounts reported in prior fiscal years. However, our continuing Named Executive Officer's reported pay in next year's Summary Compensation Table under the "stock awards" and "option awards" columns will be significantly lower than the amounts included in the table above since they will not receive equity grants as part of our annual grant process during fiscal 2015. The following table provides additional information regarding amounts included in the Summary Compensation Table attributable to the special one-time cash bonus made to our Named Executive Officers

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Name   2014
Total As
Reported
Above
($)
  Special
Jos. A. Bank
Completion
Bonus Paid
in June
2014
($)
  Stock
Awards
Granted in
September
2014
($)
  Option
Awards
Granted in
September
2014
($)
  2014 Total
Without
Special
Bonus and
September
2014 Equity
Grants
($)
  2013
Total As
Reported
Above
($)
 

Douglas S. Ewert

  9,672,031   500,000   2,968,892   1,200,006   5,003,133   3,622,131  

Jon W. Kimmins

    2,488,276     300,000     586,991     239,994     1,361,291     2,055,778  

Mary Beth Blake

  2,326,148   50,000   733,803   300,002   1,242,343   907,076  

Mark Neutze

    1,607,107     25,000     366,902     149,992     1,065,213      

Carole L. Souvenir

  1,317,903   100,000   293,523   119,997   804,383    

David H. Edwab

    1,592,511     200,000             1,392,511     1,911,041  
(7)
Includes $200 Company matching contribution to The Men's Wearhouse, Inc. 401(k) Saving Plan account of the Named Executive Officer.
(8)
Includes dividend or dividend equivalent payments on unvested DSUs issued prior to 2013 and on vested DSUs issued on and after April 3, 2013, paid to the Named Executive Officer during the indicated fiscal year.
(9)
Represents the portion of Mr. Ewert's bonus paid as a result of the then existing contractually minimum guaranteed bonus pursuant to the terms of his employment agreement (for additional information, see "Employment Agreements – Douglas S. Ewert" below).
(10)
Includes a $200,000 signing bonus as well as the portion of Mr. Kimmins' bonus paid as a result of the one-time contractually minimum guaranteed bonus for 2013 pursuant to the terms of his employment agreement (for additional information, see "Employment Agreements – Jon W. Kimmins" below).
(11)
Includes $1,646 related to the Chairman's award given to Ms. Blake during 2013.
(12)
Includes $6,232 in compensation realized from the sale of stock acquired under the Employee Stock Discount Plan that was held less than two years.
(13)
Mr. Edwab served as executive Vice Chairman of the Board until his retirement as an executive officer and employee of the Company on October 1, 2014. He continues to serve as the non-executive Vice Chairman of the Board. Given that the Board of Directors considered the change to be in the best interest of the Company and in anticipation of the active assistance to be provided by Mr. Edwab in such capacity, the Board approved, among other things, the continuation of Mr. Edwab's salary through February 6, 2015 and participation in the Company's annual cash incentive plan as if he continued to be an employee to the end of the current fiscal year and until the time of payment under the annual cash incentive plan as contemplated by his employment agreement (for additional information, see "Employment Agreements – David H. Edwab" below).
(14)
Includes the $329,782 cash surrender value of the split dollar life insurance policies in which the Company assigned its interests to Mr. Edwab in February 2014 in accordance with the terms of his Fifth Amended and Restated Employment Agreement (for additional information, see "Employment Agreements – David H. Edwab" below).


Employment Agreements

Douglas S. Ewert

        In recognition of the increased size of the Company following the Jos. A. Bank acquisition and the resulting increase in the responsibilities of the Chief Executive Officer, the Company entered into an Amended and Restated Employment Agreement with Mr. Ewert on April 22, 2015. Mr. Ewert's compensation under the amended employment agreement does not materially differ from the compensation reported in the Summary Compensation Table above.

        The initial term of Mr. Ewert's amended employment agreement is for a period of three years from the date we entered into the amended employment agreement and will be automatically extended for successive twelve-month periods unless either we or Mr. Ewert gives written notice of an election not to extend the employment agreement not less than 90 days prior to the end of any employment period.

        Under Mr. Ewert's amended employment agreement, we agreed, among other things, to:

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        We may terminate Mr. Ewert's employment under his employment agreement for "cause". Under Mr. Ewert's amended employment agreement, "cause" is limited to Mr. Ewert's:

        For purposes of termination for "cause," no act or failure to act on the part of Mr. Ewert shall be considered "willful" unless it is done or omitted to be done by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board (or any committee of the Board) or in reliance on the legal advice of counsel for the Company is conclusively presumed to have been done by Mr. Ewert in good faith and in the best interests of the Company. The termination of Mr. Ewert's employment will not be deemed to be for "cause" unless and until there is delivered to Mr. Ewert a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose finding that, in the good faith opinion of the Board, an event constituting "cause" has occurred.

        If we terminate Mr. Ewert's employment without "cause" or Mr. Ewert terminates his employment for "good reason" or if we notify Mr. Ewert that we do not intend to extend his employment under his

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employment agreement at the end of the current term or any extended term, then, in addition to any other benefits which may be owing in accordance with our plans and policies:

        In addition, all options to acquire securities of the Company held by Mr. Ewert immediately prior to date of termination that would have vested if his employment continued for two years after the termination date will continue to vest over such two year period in accordance with the terms of the relevant stock option agreements, regardless of whether or not the vesting conditions set forth in the stock option agreements have been satisfied in full, and will remain exercisable for the period to end upon the earlier of the stated term of such option or the third anniversary of the termination date (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and all restrictions on any time-vesting restricted stock or DSUs of the Company held by Mr. Ewert immediately prior to his date of termination that would have lapsed if his employment continued for two years after the termination date shall continue to lapse over such two year period in accordance with the terms of the relevant award agreements, notwithstanding the terms of the relevant award agreements (including any requirements for continued employment), and regardless of whether the conditions set forth in the relevant award agreements have been satisfied in full. Restrictions on any performance units (or performance-based deferred stock units) shall lapse, if at all, in accordance with the terms of the relevant performance unit award agreement and nothing in the employment agreement shall be deemed to modify the terms of such performance unit award agreements.

        We have also agreed that, if Mr. Ewert's employment with the Company terminates because we terminated his employment without "cause," or Mr. Ewert terminated his employment for "good reason," or if we notify Mr. Ewert that we do not intend to extend his employment under his employment agreement at the end of the current term or any extended term, Mr. Ewert is not required to seek other employment or otherwise attempt in any way to mitigate or otherwise reduce any benefits or amounts payable to him and, other than the continued provision of medical benefits by us, in the event that Mr. Ewert obtains other employment during the period in which he is receiving the benefits from us under his employment

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agreement, we will not be entitled to any right of offset with respect to the benefits or amounts payable to him.

        Under Mr. Ewert's employment agreement, as amended, "good reason" means:

provided, however, that no termination shall be for good reason until Mr. Ewert has provided us with written notice of the conduct alleged to have caused good reason within ninety (90) days of his knowledge of such conduct and at least thirty (30) days have elapsed after our receipt of such written notice from Mr. Ewert, during which we have failed to cure any such alleged conduct.

        If Mr. Ewert's employment is terminated as a result of his death, then, in addition to any other benefits which may be owing in accordance with our plans and policies, we will be required to:

        In addition, all options to acquire securities of the Company held by Mr. Ewert immediately prior to his termination date that would have vested if his employment continued for two years after the termination date shall become fully exercisable and shall remain exercisable for the period to end upon the earlier of

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the stated term of such option or one year following the date of his death, notwithstanding the terms of the relevant stock option agreements (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any time-vesting restricted stock or DSUs of the Company held by Mr. Ewert immediately prior to his termination date that would have lapsed if his employment continued for two years after the termination date shall be removed, notwithstanding the terms of the relevant restricted stock or DSU award agreements, and regardless of whether the vesting conditions set forth in the relevant restricted stock or DSU award agreements have been satisfied in full. In addition, on the date on which any performance units (or performance-based DSUs) held by Mr. Ewert immediately prior to the date of termination would have vested had he remained employed in accordance with the respective terms of the relevant performance unit agreement, all restrictions shall be removed on a number of shares of our Common Stock equal to the number of shares calculated in accordance with the vesting provisions of any such performance unit agreement times the quotient determined by dividing (x) the number of days from the grant date through the termination date by (y) the number of days in the applicable performance period, notwithstanding the terms of the relevant performance unit agreement.

        Further, Mr. Ewert's estate or designated beneficiaries shall also be entitled to any other benefits which may be owing in accordance with the Company's plans and policies and such amounts shall be paid in accordance with such plans and policies.

        If Mr. Ewert's employment is terminated because of his permanent disability, then, in addition to any other benefits which may be owing in accordance with our plans and policies:

        In addition, all options to acquire securities of the Company held by Mr. Ewert immediately prior to the date of termination that would have vested if his employment continued for two years after the termination date shall become fully exercisable and shall remain exercisable for the period to end upon the earlier of the stated term of such option or one year following the termination date, notwithstanding the terms of the relevant stock option agreements (provided, that, if such agreements provide for a longer exercise period, such longer period shall apply), and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any time-vesting restricted stock or DSUs of the Company held by Mr. Ewert immediately prior to his termination date that would have lapsed if his employment continued for two years after the termination date shall be removed, notwithstanding the terms of the relevant restricted stock or DSU agreements and regardless of whether the conditions set forth in the relevant restricted stock or DSU agreements have been satisfied in full. Further, on the date on which any performance units (or performance-based DSUs) held by Mr. Ewert

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immediately prior to the termination date would have vested had he remained employed in accordance with the respective terms of the relevant performance unit agreement, all restrictions shall be removed on a number of shares of our Common Stock equal to the number of shares calculated in accordance with the vesting provisions of any such performance unit agreement times the quotient determined by dividing (x) the number of days from the grant date through the termination date by (y) the number of days in the applicable performance period, notwithstanding the terms of the relevant performance unit agreement.

        If Mr. Ewert's employment agreement is terminated (1) as a result of his death or permanent disability, or (2) by us without cause or by our non-renewal of his employment agreement, or (3) by Mr. Ewert for good reason, we will arrange to provide Mr. Ewert and his spouse and eligible dependents who were covered under our group health plan on the date of his termination and who, in the case of eligible dependents, continue to be eligible dependents, group health plan coverage until Mr. Ewert reaches age 65, or in the case of a termination due to Mr. Ewert's death, until his spouse reaches age 65, which coverage will be substantially similar to that provided to our executive officers during such period and at the same cost as if Mr. Ewert remained an executive officer of the Company during the period such coverage is provided. Subject to Mr. Ewert's group health plan coverage continuation rights under section 4980B of the Internal Revenue Code, the benefits described above will (i) be reduced (on a participant by participant basis) to the extent benefits of the same type are received by Mr. Ewert, his spouse or any eligible dependent from any other person during such period and (ii) cease if Mr. Ewert (A) obtains other employment that offers participation in a health insurance plan providing substantially similar benefits during such period, or (B) violates the restrictive covenants in the employment agreement. We have also agreed that if Mr. Ewert's employment with us is terminated during the term of his employment agreement, Mr. Ewert is not required to seek other employment or to attempt in any way to reduce any benefits or insurance coverage payable to him.

        As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Mr. Ewert, or his personal representative, shall be required to execute a written release agreement in a mutually agreed form containing, among other things, a general release of claims against us and our affiliates except for rights and claims under the employment agreement and pursuant to the terms of any benefit plans, equity grants or other similar plans or agreements, or pursuant to his change in control agreement. In addition, Mr. Ewert must refuse to exercise any right to revoke such release agreement during any applicable rescission period. Mr. Ewert, or his personal representative, must deliver the executed release on or before the date that is 30 days (90 days in the event of his death) after any termination date or all rights to the payments described above shall be forfeited, except for amounts due and owing as of the date of Mr. Ewert's death or termination (excluding the bonus amounts).

        Certain of the payments to be made to Mr. Ewert under his employment agreement may be deferred in order to comply with the requirements of section 409A of the Internal Revenue Code. We will not take any action or omit to take any action that would expose any payment or benefit to Mr. Ewert to additional tax that may become due under Section 409A and in furtherance thereof, we will negotiate reasonably and in good faith to amend his employment agreement in a manner that brings it into compliance with Section 409A.

        Under his employment agreement, Mr. Ewert has agreed not to compete with us during the term thereof and for any period in which he is receiving payments from us under his employment agreement (other than the continuation of medical benefits).

        Finally, Mr. Ewert's employment agreement provides that in the event that (i) prior to a Change in Control of the Company, the Board determines by a majority vote, or (ii) following a Change in Control of the Company, a court of competent jurisdiction determines by a final, non-appealable order, that Mr. Ewert, before or after the termination of his employment relationship with us, has committed certain acts which materially and adversely affect us, then some or all (A) benefits payable or to be provided, or previously paid or provided, to Mr. Ewert under his employment agreement or (B) cash bonuses paid to Mr. Ewert by us on or after the date of his employment agreement, or (C) equity awards granted to

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Mr. Ewert by us that vest, on or after the date of his employment agreement, will be forfeited to us on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction. The acts which could trigger such a forfeiture include:

        For purposes of this provision, an "act of dishonesty" requires a material breach by Mr. Ewert of his duties, obligations or undertakings owed to or on behalf of us, as determined by the Board. In determining whether a matter materially and adversely affects us, the Board shall be entitled to consider all relevant factors and exercise reasonable business judgment in making such determination including, but not limited to, the financial consequences, adverse reputational consequences or legal consequences to us or our subsidiaries, individually or taken as a whole, as a result of such action.

Jon W. Kimmins

        In connection with the appointment of Jon W. Kimmins as Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer of the Company, we entered into an employment agreement with Mr. Kimmins, effective as of April 1, 2013. The initial term of Mr. Kimmins' employment agreement shall be for a period of one year and thereafter shall automatically be extended for successive twelve-month periods unless we or Mr. Kimmins gives written notice of an election not to extend the employment agreement not less than 180 days prior to the end of the initial employment period and 90 days prior to the end of any extended employment period. Under Mr. Kimmins' employment agreement, we agreed, among other things, to:

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        We may terminate Mr. Kimmins' employment under his employment agreement for "cause". Under Mr. Kimmins' employment agreement, "cause" is limited to Mr. Kimmins':

        If we terminate Mr. Kimmins for cause, or if Mr. Kimmins terminates his employment with us without "good reason" (as defined below) or he chooses not to renew his employment agreement at the end of the current term or any extended term, we will pay all amounts owed to Mr. Kimmins under his employment agreement through the date of termination and any other benefits which may be owing in accordance with our policies or applicable law, which will satisfy all of our obligations under his employment agreement.

        If we terminate Mr. Kimmins' employment without "cause" or Mr. Kimmins terminates his employment for "good reason" or if we notify Mr. Kimmins that we do not intend to extend his employment under the employment agreement at the end of the current term or any extended term, then, in addition to any other benefits which may be owing in accordance with our plans and policies:

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        Under Mr. Kimmins' Employment Agreement, "good reason" means:

provided, however, that no termination shall be for good reason until Mr. Kimmins has provided us with written notice of the conduct alleged to have caused good reason and at least thirty (30) days have elapsed after our receipt of such written notice from Mr. Kimmins, during which we have failed to cure any such alleged conduct.

        If Mr. Kimmins' employment is terminated as a result of his death, then, in addition to any other benefits which may be owing in accordance with our plans and policies, we will be required to:

        If Mr. Kimmins' employment is terminated because of his permanent disability, then, in addition to any other benefits which may be owing in accordance with our plans and policies:

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        If Mr. Kimmins' employment agreement is terminated (1) as a result of Mr. Kimmins' death or permanent disability, or (2) by us without cause or by our non-renewal of his employment agreement or (3) by Mr. Kimmins for good reason, we shall pay Mr. Kimmins' COBRA health benefits premium for an 18-month period following his termination; provided, however, that such benefits shall be reduced to the extent health benefits are received by Mr. Kimmins, his spouse or any eligible dependent from any other person during such period and Mr. Kimmins will be required to use any medical insurance provided by a new employer, if available, during such 18-month period.

        As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Mr. Kimmins, or his personal representative, shall be required to execute a written release agreement in a form satisfactory to the Company containing, among other things, a general release of claims against us and our affiliates except for rights and claims under the employment agreement and pursuant to the terms of any benefit plans, equity grants or other similar plans or agreements, or pursuant to his change in control agreement. In addition, Mr. Kimmins must refuse to exercise any right to revoke such release agreement during any applicable rescission period. Mr. Kimmins, or his personal representative, must deliver the executed release on or before the date that is 30 days after any termination date or all rights to the payments described above shall be forfeited, except for amounts due and owing as of the date of Mr. Kimmins' termination or amounts payable to Mr. Kimmins in connection with a termination as a result of his death.

        Certain of the payments to be made to Mr. Kimmins under his employment agreement may be deferred in order to comply with the requirements of section 409A of the Internal Revenue Code.

        Under his employment agreement, Mr. Kimmins has agreed not to compete with us during the term thereof and for any period in which he is receiving payments or benefits from us under his employment agreement (other than the continuation of medical benefits).

        Finally, Mr. Kimmins' employment agreement provides that in the event that (i) prior to a Change in Control of the Company, the Board determines by a majority vote, or (ii) following a Change in Control of the Company, a court of competent jurisdiction determines by a final, non-appealable order, that Mr. Kimmins, before or after the termination of his employment relationship with us, has committed certain acts which materially and adversely affect us, then some or all (A) benefits payable or to be provided, or previously paid or provided, to Mr. Kimmins under his employment agreement or (B) cash bonuses paid to Mr. Kimmins by us on or after the date of his employment agreement, or equity awards granted to Mr. Kimmins by us that vest, on or after the date of his employment agreement will be forfeited to us on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction. Those acts which could trigger such a forfeiture include:

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David H. Edwab

        Additionally, in anticipation of his approaching retirement, on February 25, 2014, we entered into a Sixth Amended and Restated Employment Agreement with David H. Edwab, Vice Chairman of the Company, for a term extending through February 6, 2015. Effective October 1, 2014, Mr. Edwab retired as an executive officer and employee of the Company but remains non-executive Vice Chairman of the Board. Given that the Board of Directors considered the change to be in the best interest of the Company and in anticipation of the active assistance to be provided by Mr. Edwab in such capacity, the Compensation Committee and the Board of Directors approved: (1) the continuation of Mr. Edwab's salary through February 6, 2015, (2) participation in the Company's annual cash incentive plan as if he continued to be an employee to the end of fiscal 2014 and until the time of payment under the annual cash incentive plan and (3) for his continued service as a director to constitute fulfillment of his responsibilities under his employment agreement and to allow for vesting of his equity awards, in each case as contemplated by his employment agreement and as further described below.

        Under Mr. Edwab's employment agreement we agreed, among other things, to:

        In addition, on April 3, 2013, we issued Mr. Edwab (i) 20,000 DSUs, the vesting of which is time-based and shall vest annually over a period of four years in equal, pro rata installments and (ii) 20,000 DSUs, the vesting of which is performance-based and shall vest annually over a period of four years if the specified performance criteria are achieved. Because Mr. Edwab was deemed to have remained employed by us through February 5, 2015, as contemplated by his employment agreement, then notwithstanding the terms of the award agreements related to such DSU grants, the portion of the DSUs that were scheduled to vest on April 13, 2015 vested on February 5, 2015; provided, however, because the requisite targets had not been met in the case of his performance-based DSUs, only his

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time-based DSU awards vested. Mr. Edwab forfeited the remaining unvested DSUs, including all of the performance-based DSUs, effective as of February 6, 2015.

        Except as described above, Mr. Edwab will not be entitled to receive any future equity awards pursuant to his employment agreement.

        With respect to the 96,800 shares of restricted stock issued to Mr. Edwab on February 5, 2011, pursuant to terms of his fourth amended and restated employment agreement, which vest in equal numbers of 19,360 on each February 5th in 2012 through 2016, the tranche eligible to vest on February 5, 2015 vested. Mr. Edwab forfeited the remaining shares of restricted stock that had not vested as of February 6, 2015.

        In accordance with the terms of his employment agreement, as a result of the deemed termination of his employment on February 6, 2015, as of such date:

        Certain of the payments to be made to Mr. Edwab under his employment agreement may be deferred in order to comply with the requirements of section 409A of the Internal Revenue Code. In addition, to the extent that a Change in Control occurs during the term of Mr. Edwab's employment agreement and any obligations under his employment agreement remain in effect, Mr. Edwab will be entitled to receive the greater of his benefits under his employment agreement and his change in control agreement (for a discussion of the terms of his change in control agreement, see "– Potential Payments Upon Termination or Change in Control – Change in Control Agreements").

        Under his employment agreement, Mr. Edwab has agreed not to compete with us during the term thereof and for a period of one year thereafter. However, Mr. Edwab may render services for compensation and engage in other business activities; provided, that (i) rendering such services or engaging in such activities does not violate the non-competition provisions of his employment agreement and (ii) Mr. Edwab must continue to devote more of his working time to us than to any other single business or group of related businesses.

        In addition, pursuant to the terms of Mr. Edwab's Fifth Amended and Restated Employment Agreement, in February 2014, we assigned to Mr. Edwab our interest in the insurance policies referred to and covered by the split-dollar life insurance agreements between the Company and Mr. Edwab. The cash surrender value of such insurance policies at the time of the assignment was $329,782.

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Grants of Plan-Based Awards Table

        The following table sets forth certain information regarding grants of plan-based awards to our Named Executive Officers during the fiscal year ended January 31, 2015:

 
   
   
   
   
   
   
   
   
  All Other
Option
Awards:
Number of
Securities
Under-
lying
Options
(#)
   
   
 
 
   
   
   
   
   
   
   
  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
   
   
 
 
   
  Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
  Estimated Future Payouts
Under Equity
Incentive Plan Awards
  Exercise
or Base
Price of
Option
Awards
($/Sh)
  Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
 
Name   Grant
Date (1)
  Threshold
($)(2)
  Target
($)(2)
  Maximum
($)(2)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
 
Douglas S. Ewert   4/17/14   468,750   1,250,000   1,718,750       8,816  (5) 15,870  (7) 51,885  (9) 47.26   2,017,932  
  9/12/14         9,843  (6) 39,370  (6) 88,583  (6) 15,748  (8) 69,652  (10) 50.80   4,168,898  
Jon W. Kimmins     4/17/14     168,750     450,000     618,750             1,763  (5)       10,377  (9)   47.26     253,574  
      9/12/14                 1,575  (6)   6,299  (6)   14,173  (6)   4,724  (8)   13,930  (10)   50.80     826,985  
Mary Beth Blake   4/17/14   112,500   300,000   412,500       1,763  (5)   10,377  (9) 47.26   253,574  
  9/12/14         1,969  (6) 7,874  (6) 17,717  (6) 5,906  (8) 17,413  (10) 50.80   1,033,805  
Mark Nuetze     4/17/14     75,000     200,000     275,000             1,411  (5)   4,232  (7)   8,301  (9)   47.26     402,882  
      9/12/14                 984  (6)   3,937  (6)   8,858  (6)   2,953  (8)   8,706  (10)   50.80     516,894  
Carole L. Souvenir   4/17/14   56,250   150,000   206,250       846  (5) 2,539  (7) 4,981  (9) 47.26   241,698  
  9/12/14         788  (6) 3,150  (6) 7,088  (6) 2,362  (8) 6,965  (10) 50.80   413,520  
David H. Edwab     4/17/14     157,500     420,000     577,500                              

(1)
Represents the date when the Compensation Committee approved the targets for the Named Executive Officers' annual cash incentive bonus program or the equity grant was issued to such Named Executive Officer. The Board of Directors approved the April 17, 2014 awards on April 17, 2014, and approved the September 12, 2014 awards on September 8, 2014.
(2)
Relates to our ongoing bonus program in which executive officers participate annually. For 2014, 75% of the bonus criteria was quantitative and based on the Company achieving certain EBIT targets (the "Performance Target Bonus") and the remaining 25% of the bonus criteria was based on the recipient achieving personal non-financial performance objectives. With respect to the Performance Target Bonus, recipients receive 50% of the Performance Target Bonus if 70% of the EBIT target is achieved, 100% of the Performance Target Bonus if the EBIT target is achieved, 150% of the Performance Target Bonus if 130% or greater of the EBIT target is achieved and a pro-rated payout of between 50% and 150% of Performance Target Bonus if between 70% and 130% of the EBIT target is achieved. There is no payout of the Performance Target Bonus if at least 70% of the EBIT is not achieved. The maximum annual bonus payout possible for a Named Executive Officer under our non-equity performance program varies by individual, with a highest possible payout of $1,718,750 for fiscal 2014. The qualitative assessment of each Named Executive Officer's individual performance is made by the Compensation Committee and is based primarily on the views and recommendations of the Chief Executive Officer in the case of the Named Executive Officers other than himself. The Compensation Committee may at its discretion determine the appropriate percentage (ranging from 0% to the full 100%) to be paid out with respect to the 25% of the bonus attributable to the personal performance objectives. For actual amounts paid to the Named Executive Officers pursuant to these grants under the 2014 bonus program, see the column titled "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table.
(3)
Each DSU or performance unit award includes the right to receive dividend equivalents, which will be credited to a DSU or performance unit when dividends are paid to our shareholders, but will not be paid out unless and until the underlying DSU or performance unit award is earned. If a grant is cancelled, the recipient will not receive any dividend equivalents with respect to such DSU or performance unit award.
(4)
Represents aggregate grant date fair value of award computed in accordance with FASB ASC topic 718. The value of DSUs or performance units subject to performance-based vesting conditions has been determined assuming the achievement of the performance conditions on the date of grant, which also is the maximum that can be earned under the performance award. These values exclude the accounting effect of any estimate of future service-based forfeitures and do not necessarily correspond to the actual level that might be realized by the Named Executive Officers. For additional information, including a discussion of the assumptions used to calculate these values, see Note 11 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.
(5)
Represents performance-based DSUs granted to the Named Executive Officers on April 17, 2014. Each grant vested on April 13, 2015, as the annual performance requirement was met. For further discussion, see "Compensation Discussion and Analysis."
(6)
Represents performance units granted to the Named Executive Officers on September 12, 2014. Each grant represents the right to receive up to 2.25 shares of Common Stock for each share indicated above and vests on April 13, 2018, subject to meeting an annual performance target for fiscal 2017. Assuming the performance target is achieved, the number of 2014 performance units earned will be adjusted based on multipliers, ranging from 50% to 150%, related to each of (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative total shareholder return ("TSR") compared to the TSR of other select companies over a pre-defined period. For further information, see "Compensation Discussion and Analysis – Executive Summary."
(7)
Represents DSUs granted to the Named Executive Officers on April 17, 2014. Each grant vests in equal installments on each of April 13, 2015, 2016 and 2017.
(8)
Represents DSUs granted to the Named Executive Officers on September 12, 2014. Each grant vests in equal installments on each of April 13, 2016, 2017 and 2018.
(9)
Represents stock options granted to the Named Executive Officers on April 17, 2014. Each grant vests in equal installments on each of April 13, 2016 and 2017.
(10)
Represents stock options granted to the Named Executive Officers on September 12, 2014. Each grant vests in equal installments on each of April 13, 2016, 2017 and 2018.

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Outstanding Equity Awards at Fiscal Year-End Table

        The following table summarizes certain information regarding equity awards outstanding and held by each of the Named Executive Officers as of the end of the fiscal year ended January 31, 2015:

 
  Option Awards   Stock Awards  
Name   Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(1)
 

Douglas S. Ewert

    70,000
21,998
42,867
19,369








    30,000
33,007

9,684
51,885
69,652






 (2)
 (3)

 (4)
 (5)
 (6)






 











    41.33
22.72
27.94
40.13
47.26
50.80






    11/16/2017
3/28/2018
4/6/2021
3/27/2022
4/17/2024
9/12/2024






   





4,153
15,110
15,870
15,748








 (4)
 (7)
 (8)
 (9)


 





192,990
702,162
737,479
731,810


   









37,776
8,816
39,370










 (10)
 (11)
 (12)
 









1,755,451
409,680
1,829,524
 

Jon W. Kimmins

    6,360





    12,720
10,377
13,930



 (13)
 (14)
 (15)



 





    33.09
47.26
50.80



    4/3/2023
4/17/2024
9/12/2024



   


24,177
4,724




 (16)
 (17)

 


1,123,505
219,524

   




1,763
6,299





 (11)
 (12)
 




81,927
292,715
 

Mary Beth Blake

    10,000






    40,000
10,377
17,413




 (18)
 (14)
 (19)




 






    24.66
47.26
50.80




    5/19/2018
4/17/2024
9/12/2024




   


20,000
5,906





 (20)
 (21)


 


929,400
274,452


   




7,555
1,763
7,874





 (22)
 (11)
 (12)
 




351,081
81,927
365,905
 

Mark Neutze

   








    2,189
8,301
8,706






 (4)
 (23)
 (24)






 








    40.13
47.26
50.80






    3/27/2022
4/17/2024
9/12/2024






   


939
2,277
4,232
2,953





 (4)
 (25)
 (26)
 (27)


 


43,635
105,812
196,661
137,226


   






2,055
1,411
3,937







 (28)
 (11)
 (12)
 






95,496
65,569
182,952
 

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  Option Awards   Stock Awards  
Name   Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(1)
 

Carole L. Souvenir

    25,000
9,431
4,649








   

2,324
4,981
6,965








 (4)
 (29)
 (30)






 










    22.72
27.94
40.13
47.26
50.80






    3/28/2018
4/6/2021
3/27/2022
4/17/2024
9/12/2024






   




997
2,417
2,539
2,362







 (4)
 (31)
 (32)
 (33)


 




46,331
112,318
117,987
109,762


   








2,176
846
3,150









 (34)
 (11)
 (12)
 








101,119
39,314
146,381
 

David H. Edwab

   

   

   

   

   

    15,000
38,720
 (35)
 (36)
  697,050
1,799,318
   

20,000


 (37)
 

929,400
 

(1)
Based on the closing price of $46.47 per share for our Common Stock on the NYSE on January 30, 2015, which was the last trading day of our fiscal year and, in the case of deferred stock units subject to performance-based vesting conditions included under the Equity Incentive Plan Awards columns, assumes the achievement of the performance conditions on the date of grant, which also is the maximum that can be earned under the performance award.
(2)
The award vests as follows: 10,000 options annually on each of November 16, 2015 and 2016 and 10,000 options on October 16, 2017.
(3)
The award vests as follows: 10,999 options annually on each of March 28, 2015 and 2016 and 11,009 options on March 28, 2017.
(4)
The award vested on April 13, 2015.
(5)
The award vests as follows: 25,943 options on April 13, 2016 and 25,942 options on April 13, 2017.
(6)
The award vests as follows: 23,217 options annually on each of April 13, 2016 and 2018 and 23,218 options on April 13, 2017.
(7)
The award vests as follows: 7,555 units annually on each of April 13, 2015 and 2016.
(8)
The award vests as follows: 5,290 units annually on each of April 13, 2015, 2016 and 2017.
(9)
The award vests as follows: 5,249 units annually on each of April 13, 2016 and 2018, and 5,250 units on April 13, 2017.
(10)
The award vests as follows: 12,592 units annually on each of April 13, 2014, 2015 and 2016, subject to meeting annual performance requirements tied to EBIT (as defined in the award agreements) in relation to gross sales over the vesting period. The targets for the tranches that were scheduled to vest on each of April 13, 2014 and 2015 were not met; therefore, these tranches will not vest unless the shortfall is made up by the end of fiscal 2015. For further information, see "Compensation Discussion and Analysis – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(11)
The award vested on April 13, 2015, as the annual performance requirements were met. For further information, see "Compensation Discussion and Analysis – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(12)
The award, which represents the right to receive up to 2.25 shares of Common Stock for each share indicated above, vests on April 13, 2018, subject to meeting an annual performance target for fiscal 2017. Assuming the performance target is achieved, the number of 2014 performance units earned will be adjusted based on multipliers, ranging from 50% to 150%, related to each of (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative total shareholder return ("TSR") compared to the TSR of other select companies over a pre-defined period. For further information, see "Compensation Discussion and Analysis – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(13)
The award vests as follows: 6,360 options annually on each of April 13, 2015 and 2016.
(14)
The award vests as follows: 5,189 options on April 13, 2016 and 5,188 on April 13, 2017.
(15)
The award vests as follows: 4,643 options annually on each of April 13, 2016 and 2018, and 4,644 options on April 13, 2017.
(16)
The award vests as follows: 6,044 units annually on each of April 13, 2015, 2016 and 2017, and 6,045 units options on April 13, 2018.

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(17)
The award vests as follows: 1,574 units on April 13, 2016, and 1,575 units annually on each of April 13, 2017 and 2018.
(18)
The award vests as follows: 10,000 options annually on each of May 19, 2015, 2016 and 2017, and 10,000 options on December 19, 2018.
(19)
The award vests as follows: 5,804 options annually on each of April 13, 2016 and 2018, and 5,805 options on April 13, 2017.
(20)
The award vests as follows: 5,000 units annually on each of April 13, 2015, 2016, 2017 and 2018.
(21)
The award vests as follows: 1,968 units on April 13, 2016 and 1,969 units on each of April 13, 2017 and 2018.
(22)
The award vests as follows: 2,518 units on each of April 13, 2014 and 2015 and 2,519 units on April 13, 2016, subject to meeting annual performance requirements tied to EBIT (as defined in the award agreements) in relation to gross sales over the vesting period. The targets for the tranches that were scheduled to vest on each of April 13, 2014 and 2015 were not met; therefore, these tranches will not vest unless the shortfall is made up by the end of fiscal 2015. For further information, see "Compensation Discussion and Analysis – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(23)
The award vests as follows: 4,151 options on April 13, 2016, and 4,150 units on April 13, 2017.
(24)
The award vests as follows: 2,902 options annually on each of April 13, 2016, 2017 and 2018.
(25)
The award vests as follows: 1,138 units on April 13, 2015, and 1,139 units on April 13, 2016.
(26)
The award vests as follows: 1,411 units annually on each of April 13, 2015 and 2016, and 1,410 units on April 13, 2017.
(27)
The award vests as follows: 984 units annually on each of April 13, 2016 and 2018, and 985 units on April 13, 2017.
(28)
The award vests as follows: 685 units on each of April 13, 2014, 2015 and 2016, subject to meeting annual performance requirements tied to EBIT (as defined in the award agreements) in relation to gross sales over the vesting period. The targets for the tranches that were scheduled to vest on each of April 13, 2014 and 2015 were not met; therefore, these tranches will not vest unless the shortfall is made up by the end of fiscal 2015. For further information, see "Compensation Discussion and Analysis – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(29)
The award vests as follows: 2,490 options on April 13, 2016 and 2,491 options on April 13, 2017.
(30)
The award vests as follows: 2,321 options on April 13, 2016 and 2,322 options annually on each of April 13, 2017 and 2018.
(31)
The award vests as follows: 1,209 units on April 13, 2015 and 1,208 units on April 13, 2016.
(32)
The award vests as follows: 846 units annually on each of April 13, 2015 and 2016, and 847 units on April 13, 2017.
(33)
The award vests as follows: 787 units annually on each of April 13, 2016 and 2018, and 788 units on April 13, 2017.
(34)
The award vests as follows: 725 units on each of April 13, 2014 and 2015, and 726 units on April 13, 2016, subject to meeting annual performance requirements tied to EBIT (as defined in the award agreements) in relation to gross sales over the vesting period. The targets for the tranches that were scheduled to vest on each of April 13, 2014 and 2015 were not met; therefore, these tranches will not vest unless the shortfall is made up by the end of fiscal 2015. For further information, see "Compensation Discussion and Analysis – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(35)
The award vests as follows: 5,000 units annually on each of April 13, 2015, 2016 and 2017. Pursuant to the terms of Mr. Edwab's employment agreement, the portion of the award that was scheduled to vest on April 13, 2015 vested on February 5, 2015 and the remaining shares under the award were forfeited effective as of February 6, 2015. See "Employment Agreements – David H. Edwab" above.
(36)
The award vests as follows: 19,360 shares annually on each of February 5, 2015, and 2016. Pursuant to the terms of Mr. Edwab's employment agreement, the portion of the award that was scheduled to vest on February 5, 2015 vested such date and the remaining shares under the award were forfeited effective as of February 6, 2015. See "Employment Agreements – David H. Edwab" above.
(37)
The award vests as follows: 5,000 units annually on each of April 13, 2014, 2015, 2016 and 2017, subject to meeting annual performance requirements tied to growth in EBIT (as defined in the award agreement) in relation to sales over the vesting period. The targets for the tranches that were scheduled to vest on each of April 13, 2014 and 2015 were not met. Pursuant to the terms of his employment agreement, Mr. Edwab forfeited all units subject to this award effective as of February 6, 2015. See "Employment Agreements – David H. Edwab" above.

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Option Exercises and Stock Vested Table

        The following table sets forth the amount realized (before any tax withholding) by each of the Named Executive Officers regarding the exercise of options and the vesting of restricted stock awards and DSUs during the fiscal year ended January 31, 2015:

 
  Option Awards   Stock Awards  
Name   Number of Shares
Acquired on
Exercise
(#)
  Value
Realized on
Exercise
($)
  Number of Shares
Acquired on
Vesting
(#)
  Value
Realized on
Vesting
($)
 

Douglas S. Ewert

            51,008     2,647,701  

Jon W. Kimmins

            6,044     289,991  

Mary Beth Blake

    20,000     499,806     5,000     239,900  

Mark Neutze

    12,950     278,127     3,270     156,895  

Carole L. Souvenir

            3,519     168,842  

David H. Edwab

            24,360     1,148,465  


Pension Benefits

        We currently have no defined benefit pension plans in which our executive officers participate.


Nonqualified Deferred Compensation

        We currently have no defined contribution plans which provide for the deferral of compensation on a basis that is not tax qualified.


Potential Payments upon Termination or Change in Control

General

        We have entered into Change in Control agreements with our executive officers, including the Named Executive Officers, which entitle the executives to receive certain benefits in the event that a Change in Control occurs and the executive's employment with the Company is terminated after the occurrence of that Change in Control. The agreements terminate on the first to occur of (a) the executive's death or disability, (b) the termination of the executive's employment with the Company, or (c) the end of the last day of (i) the current two-year period which runs through May 15, 2017 (or any period for which the term shall have been automatically extended) if no Change in Control shall have occurred during that two-year period or (ii) the two-year period beginning on the date on which a Change in Control occurred if a Change in Control of the Company shall have occurred during the applicable two-year period; provided, however, that, if the agreement has not terminated due to the executive's death or disability and we have not given the executive notice at least 90 days before any applicable expiration date that the term will expire on such expiration date, then the term of the agreement shall be automatically extended for successive two-year periods. We entered into an amended and restated Change in Control agreement with Mr. Ewert on April 22, 2015, a copy of which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on April 28, 2015. The form of Change in Control agreement for our other executive officers, including the Named Executive Officers, was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 20, 2009. Prior to entering into his amended and restated Change in Control agreement, Mr. Ewert was party to the same form of Change in Control agreement as our other continuing Named Executive Officers as described herein.

        The Change in Control agreements do not limit or otherwise affect any rights an executive may have under any other contract or agreement with the Company or any of our affiliates. Amounts which are

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vested benefits or which the executive is otherwise entitled to receive under any plan, program, policy, or practice of or provided by, or any contract or agreement with, the Company or any of our affiliates at or subsequent to the date of termination of the executive's employment with the Company shall be payable or otherwise provided in accordance with such plan, program, policy, or practice or contract or agreement except as explicitly modified by the executive's Change in Control agreement.

        Pursuant to the agreements, a "Change in Control" occurs when:

        In addition, if following the commencement of any discussion with a third person (other than discussions with an investment banker, attorney, accountant or other advisor engaged by us) that

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ultimately results in a Change in Control, the executive's (i) employment with the Company is terminated, (ii) duties are materially changed or the executive's status and position with the Company is materially diminished, (iii) annual base salary is reduced, or (iv) annual bonus potential is reduced to an amount less than such executive's maximum annual bonus potential for the preceding year (the "Benchmark Bonus"), then for all purposes of the agreement, such Change in Control shall be deemed to have occurred on the date immediately prior to the date of such termination, change, diminution, or reduction.

Change in Control Benefits

        If a Change in Control occurs and an executive's employment by the Company is terminated, the executive shall be entitled to the following benefits:

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        Assuming that a Change in Control occurred during fiscal 2014 and each of the executives were terminated under the above-described circumstances effective as of January 31, 2015, the Named Executive Officers would have been entitled to receive the following:

Name (1)   2x Base &
Bonus
($)
  Insurance
Premiums
($)
  Health
Coverage
($)
  Total
($)(2)
 

Douglas S. Ewert (3)

    5,937,500     3,737     32,060     5,973,297  

Jon W. Kimmins

    2,337,500     3,737     32,461     2,373,698  

Mary Beth Blake

    2,025,000     3,737     25,730     2,054,467  

Mark Neutze

    1,350,000     3,737     32,314     1,386,051  

Carole L. Souvenir

    1,212,500     3,737     11,060     1,227,297  

(1)
Mr. Edwab retired as an executive officer and employee of the Company effective October 1, 2014. For additional information regarding post-separation benefits to be provided to Mr. Edwab, see "Retirement Payments and Benefits for David Edwab" below.
(2)
Does not include amounts earned or benefits accumulated due to continued service through January 31, 2015.
(3)
Based on the terms of Mr. Ewert's Change in Control Agreement as in effect on January 31, 2015. Under the terms of Mr. Ewert's Amended and Restated Change in Control Agreement, he is entitled to receive two times his target bonus instead of his maximum potential bonus; therefore, if his new agreement had been in place on January 31, 2015, 2x Base and Bonus would have been $5,000,000 and his total would be $5,035,797.

        Each payment required to be made to an executive pursuant to the foregoing shall be made by check drawn on an account of the Company or the successor and shall be paid generally within 30 days after the date of termination; provided, however, that certain of the payments to be made to the executives under the Change in Control agreements may be deferred in order to comply with the requirements of section 409A of the Internal Revenue Code. In the event that it is determined that any payment, benefit or distribution by us or our affiliates to or for the benefit of the executive (whether paid or payable, distributed or distributable, or provided or to be provided, pursuant to the terms of his Change in Control agreement or otherwise) would be nondeductible by us or any of our affiliates for federal income tax purposes because of section 280G of the Internal Revenue Code then the aggregate present value of amounts payable or distributable to or for the benefit of the executive pursuant to his Change in Control agreement shall be reduced to an amount expressed in present value which maximizes the aggregate present value of agreement payments without causing any payment to be nondeductible by us or any of our affiliates because of section 280G of the Internal Revenue Code. With respect to Mr. Ewert's Change in Control agreement, if our independent registered public accounting firm determines that any payment, benefit or distribution by us or our affiliates to or for the benefit of the Mr. Ewert are subject to the 280G excise tax, then the accounting firm will determine whether such payments shall be reduced provided such reduction will only occur if the reduction would result in Mr. Ewert retaining, on an after tax basis, a larger amount as a result of such reduction than he would receive if he received all of the payments owed to him under his Change in Control agreement.

        Pursuant to the terms of the Change in Control agreements, an "Event of Termination for Cause" shall be deemed to have occurred if, after a Change in Control, the executive shall have committed:

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        No act, or failure to act, on the part of the executive shall be deemed "intentional" if it was due primarily to an error in judgment or negligence, but shall be deemed "intentional" only if done, or omitted to be done, by the executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The Executive shall not be deemed to have been terminated as a result of an "Event of Termination for Cause" under the agreement unless and until there shall have been delivered to the executive a certified copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the members of the Board of Directors then in office (but excluding the executive from any such vote or determination if he is then a member of the Board of Directors) at a meeting of the Board of Directors called and held for such purpose, finding that, in the good faith opinion of the Board of Directors, the executive had committed an act set forth above and specifying the particulars thereof in detail.

        Further, as defined in the Change in Control agreements (other than Mr. Ewert's agreement), an "Event of Termination for Good Reason" shall occur if, on or after a Change in Control, the Company or the successor:

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        For purposes of Mr. Ewert's Change in Control agreement, an "Event of Termination for Good Reason" shall occur if any of the following occur on or after a Change in Control:

        In addition, pursuant to the terms of the Change in Control agreements, immediately upon the occurrence of a Change in Control, all options to acquire our voting securities held by an executive shall become fully exercisable and all restrictions on our restricted voting securities granted to an executive prior to a Change in Control shall be removed and the securities shall be freely transferable. In addition, the award agreements between the Named Executive Officers and the Company related to the awards of DSUs provide that such units shall immediately vest upon a Change in Control. However, effective for all awards made on or after September 1, 2014, equity awards will not vest in the event of a Change in Control unless also accompanied by a qualifying termination of employment. If a Change in Control occurred on January 31, 2015 and, in the case of any equity awards granted on or after September 1, 2014, each of the executives were terminated under the above-described circumstances as of the same date, the following awards would have vested for each of the Named Executive Officers which, based on the closing sales price of $46.47 for our Common Stock on January 30, 2015 (the last trading day of the fiscal year ended January 31, 2015), would have resulted in the indicated realized value to the Named Executive Officers:

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  Option Awards   Restricted Stock and
Deferred Stock
Unit Awards
   
 
Name (1)   Number of
Shares
(#)
  Value
Realized
($)
  Number of
Shares or Units
(#)
  Value
Realized
($)
  Total Value
Realized
($)(2)
 

Douglas S. Ewert (3)

    194,228     999,513     136,843     6,359,096     7,358,609  

Jon W. Kimmins

    37,027     170,194     36,963     1,717,671     1,887,865  

Mary Beth Blake

    67,790     872,400     43,098     2,002,765     2,875,165  

Mark Neutze

    19,196     13,878     17,804     827,351     841,229  

Carole L. Souvenir

    14,270     14,734     14,487     673,212     687,946  

(1)
Mr. Edwab retired as an executive officer and employee of the Company effective October 1, 2014. For additional information regarding post-separation benefits to be provided to Mr. Edwab, see "Retirement Payments and Benefits for David Edwab" below.
(2)
Does not include amounts earned or benefits accumulated due to continued service through January 31, 2015.
(3)
Based on the terms of Mr. Ewert's Change in Control Agreement as in effect on January 31, 2015. The terms of Mr. Ewert's Amended and Restated Change in Control Agreement would not result in any substantive difference to the amounts disclosed.

Clawback Provisions

        Finally, the Change in Control agreements provide that in the event that (i) prior to a Change in Control, our Board of Directors determines by a majority vote, or (ii) following a Change in Control, a court of competent jurisdiction determines by a final, non-appealable order, that an executive, before or after the termination of his employment relationship with us, has committed certain acts which materially and adversely affect the Company, then some or all (A) benefits payable or to be provided, or previously paid or provided, to the executive under his Change in Control agreement or (B) cash bonuses paid to the executive by the Company, or equity awards granted to the executive by the Company that vest, on or after the executive executed the Change in Control agreement will be forfeited to us on such terms as determined by the Board of Directors. Those acts which could trigger such a forfeiture include:

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Employment Agreements

        The following table summarizes the potential payments each of Messrs. Ewert and Kimmins' would have received in the event their employment with the Company occurred on January 31, 2015 pursuant to their respective employment agreements. The amounts in the table are calculated pursuant to SEC rules and are not intended to reflect actual payments that may be made. Actual payments that may be made will be based on the dates and circumstances of the applicable event. See "Employment Agreements" above for additional information regarding the terms of each of Messrs. Ewert and Kimmins' respective employment agreements.

Name and Termination Scenarios   Cash
Severance
($)(1)
  Equity
($)(2)
  Health
Coverage
($)(3)
  Total
($)(4)
 

Douglas S. Ewert (5)
for Cause or w/o Good Reason
death or disability
w/o Cause or for Good Reason

   
1,718,750
6,250,000
   
7,358,609
4,482,507
   
240,451
216,406
   
9,317,810
10,948,913
 

Jon W. Kimmins
for Cause or w/o Good Reason
death or disability
w/o Cause or for Good Reason

   

618,750
1,450,000
   

1,887,865
447,889
   

24,346
24,346
   

2,530,961
1,922,235
 

(1)
The cash severance payable in the event of termination without Cause or for Good Reason includes base salary which is to be paid as income continuation over the applicable period (two years for Mr. Ewert and one year for Mr. Kimmins), but is shown in the aggregate and not as a discounted present value. The cash severance related to bonus payments for purposes of death or disability includes 100% as the pro rata bonus amounts as the full year would have been completed as of January 31, 2015. In the event of termination without Cause or for Good Reason, Mr. Ewert is entitled to receive his full target bonus plus an additional amount equal to two times his target bonus and Mr. Kimmins is entitled to receive his full target bonus plus an additional amount equal to his full target bonus.
(2)
Includes realized value based on the closing sales price of $46.47 for our Common Stock on January 30, 2015 (the last trading day of the fiscal year ended January 31, 2015). Equity awards become 100% vested in the event of death or disability. In the event of termination without Cause or for Good Reason, all equity awards which would have vested within two years of Mr. Ewert's termination date, and one year of Mr. Kimmins', shall vest and/or become fully exercisable.
(3)
In the event of Mr. Ewert's termination, we will arrange to provide Mr. Ewert and his eligible dependents group health plan coverage until Mr. Ewert turns 65, or his spouse turns 65 in the event of Mr. Ewert's death or disability. In the event of Mr. Kimmins' termination, we will pay his COBRA health premiums for a period of 18-months following his termination.
(4)
Does not include amounts earned or benefits accumulated due to continued service through January 31, 2015; Messrs. Ewert and Kimmins are not entitled to receive any excise tax gross up in connection with any of their respective termination payments.
(5)
Based on the terms of Mr. Ewert's Employment Agreement as in effect on January 31, 2015. Under the terms of Mr. Ewert's Amended and Restated Employment Agreement, (i) we are only required to provide continuing medical coverage until his spouse turns 65 in the event of Mr. Ewert's death, so in the event of Mr. Ewert's disability, the costs associated with health coverage would be $216,406, for a total of $9,293,765 and (ii) in the event of his termination without Cause or for Good Reason, Mr. Ewert would have been entitled to receive his earned bonus amount, resulting in the payment of an additional $468,750 in cash severance, for a total of $11,417,663.

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Retirement Payments and Benefits for David Edwab

        Mr. Edwab retired as an executive officer and employee of the Company effective October 1, 2014, but continues to serve as the non-executive Vice Chairman of the Board. Given that the Board of Directors considered the change to be in the best interest of the Company and in anticipation of the active assistance to be provided by Mr. Edwab in such capacity, the Compensation Committee and the Board of Directors approved that his continued service as a director would constitute fulfillment of his responsibilities under his employment agreement and allowed for vesting of his equity awards, in each case as contemplated by his employment agreement and as further described below. Therefore, in accordance with the terms of his employment agreement and in connection with his retirement, as of February 6, 2015, Mr. Edwab became entitled to receive the following:

        In addition, Mr. Edwab will provide up to ten hours a month of consulting services to us through February 6, 2017 for no additional consideration; provided that services provided in excess of ten hours a month will be compensated at a rate equal to $750 per hour.

        In accordance with the terms of his employment agreement, Mr. Edwab's outstanding equity awards, including 5,000 time-based DSUs and 19,360 shares of restricted stock, which were scheduled to vest on April 13, 2015 vested on February 5, 2015. Upon vesting, Mr. Edwab realized an aggregate value of $1,163,190, based on the $47.75 closing price of our Common Stock on February 5, 2015. All remaining equity awards held by Mr. Edwab were forfeited as of February 6, 2015.

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

        The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.

        We seek to closely align the interests of our Named Executive Officers with the interests of our shareholders. Our compensation programs are designed to reward teamwork and each individual's contribution to the Company as well as to produce positive long-term results for our shareholders and employees by aligning compensation with the Company's business strategies and the creation of long-term shareholder value. We endeavor to ensure that our compensation program is perceived as fundamentally fair to all stakeholders. Differences in compensation among our exempt employees are generally due to position, seniority, or local requirements. In line with this philosophy, executive officers generally receive minimal perquisites. The Compensation Committee seeks to achieve the appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial and non-financial objectives. Our Named Executive Officers' total compensation consists of a mix of base salary, annual cash incentive awards and long-term equity incentive awards, with a significant portion of each executive's compensation being performance-based. We encourage you to read our Compensation Discussion and Analysis for a more detailed discussion and analysis of our executive compensation program, including information about the fiscal 2014 compensation of the Named Executive Officers and changes made to the compensation program during fiscal 2014.

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        As discussed at the outset of our Compensation Discussion and Analysis, fiscal 2014 proved to be an eventful year for the Company and its stakeholders. The Company experienced many events throughout fiscal 2014 which required significant time and focus by management, primarily the Jos. A. Bank acquisition. In addition, during fiscal 2014, our Board of Directors declared an aggregate of $0.72 per share in dividends to shareholders. Our stock price as of the last trading day of fiscal 2014 was $46.47 per share, a 1.0% decrease over the last trading day of fiscal 2013, but on March 12, 2015, after announcement of our year end results, the closing price was $52.26.

        Over the same period, the total reported compensation available to Mr. Ewert, our Chief Executive Officer, as reported in the Summary Compensation Table on page 52 of this proxy statement, increased approximately $6.0 million from $3,622,131 in fiscal 2013 to $9,672,031 in fiscal 2014, of which approximately $4.2 million of the increase resulted from the equity grants awarded to him in September 2014 in lieu of those that would have been issued in April 2015. Over the same period, Mr. Ewert's realized pay increased 92% from $3,199,875 in fiscal 2013 to $6,132,902 in fiscal 2014, and his realized pay as a percentage of reported pay decreased from 88.3% in 2013 to 63.4% in fiscal 2014, a decrease of 28%, which reflects that Mr. Ewert's compensation is significantly based on Company performance.

        The primary reason for the significant increase in the reported Chief Executive Officer compensation is that, in light of the significant changes the Company experienced in fiscal 2014, the Compensation Committee, with the assistance of Pay Governance, undertook a comprehensive review of the Company's compensation practices following the completion of the Jos. A. Bank acquisition. As a result of this review, in September 2014, the Compensation Committee determined that it was in the best interest of the Company to revise and adjust various aspects of the Company's compensation practices. These changes are designed and intended to reflect the substantially increased demands upon and responsibilities of our executives and the material impact of the Jos. A. Bank acquisition on the size of the Company's operations and the Company's overall financial performance. The Compensation Committee believes it is imperative to retain and incent our management team in order to successfully integrate the Jos. A. Bank operations with the Company. As a result, as part of the implementation of the updated compensation program, the Compensation Committee determined that it was beneficial to issue equity awards to certain senior executive officers, including our continuing Named Executive Officers, under the new program in September 2014 instead of during our regular annual grant process in 2015. The Committee believed it important to recognize the extraordinary efforts of Mr. Ewert and other senior executive officers at that time and provide a strong incentive for them to remain with the Company during the integration of the Jos. A. Bank operations and achieve superior results in connection therewith. The equity awards in September were intended to be an accelerated issuance of the equity awards that customarily would have been made in April 2015 as part of our annual grant process. As a result of this accelerated issuance of equity awards and a special one-time cash bonus paid in June 2014 in recognition of the outstanding efforts by senior management in connection with the successful conclusion of the Jos. A. Bank transaction, total reported compensation for Mr. Ewert and the other Named Executive Officers are significantly higher than the amounts reported In prior fiscal years. However, our continuing Named Executive Officers reported pay in next year's proxy statement attributable to equity awards will be significantly lower than the amounts reported in this proxy statement since they will not receive equity awards as part of our annual grant process during fiscal year 2015.

        The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, taken as a whole, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on, and will not be construed as overruling any decision by, the Company, our Board of Directors, or the Compensation Committee. Furthermore, because this advisory vote primarily relates to the compensation of our Named Executive Officers that has already been paid or contractually committed, there is generally no opportunity to revisit these past decisions. However, our Board of Directors values the opinions of our shareholders and, to the extent that there is

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any significant vote against our Named Executive Officer compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.

        Accordingly, we ask our shareholders to vote to approve the following resolution at the Annual Meeting:

        "RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Transactions with Related Persons
     
        During the fiscal year ended January 31, 2015, there were no transactions with related persons, as described in Item 404(a) of Regulation S-K.


Policies and Procedures for Approval of Related Person Transactions
     
        The Board of Directors formally adopted a written policy with respect to related person transactions to document procedures pursuant to which such transactions are reviewed, approved or ratified. The policy applies to any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we or any of our subsidiaries are a participant, (ii) any related person has a direct or indirect interest and (iii) the amount involved exceeds $50,000. The Audit Committee is responsible for reviewing, approving and ratifying any related person transaction. The Audit Committee intends to approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Fees for professional services provided by Deloitte & Touche LLP ("D&T"), the Company's independent registered public accounting firm, in each of the last two fiscal years in each of the following categories were:

 
  Fiscal Year  
 
  2014   2013  

Audit Fees (1)

  $ 3,317,000   $ 1,715,000  

Audit Related Fees (2)

    380,500     494,400  

Tax Fees (3)

    1,103,400     346,600  

All Other Fees (4)

    686,100     2,800  

  $ 5,487,000   $ 2,558,800  

(1)
Audit fees consist of audit work performed in connection with the annual financial statements and the statutory audits for our UK-based entities, the audit of our internal control over financial reporting, and the reviews of unaudited quarterly financial statements as well as work generally only the independent registered public accounting firm can reasonably provide, such as consents, comfort letters, and review of documents filed with the SEC.
(2)
For fiscal 2014, audit related services include work performed in connection with the internal control consultations, the acquisition of Jos. A. Bank, and an audit of our marketing agreement with David's Bridal. For fiscal 2013, audit related services include work performed in connection with actual and potential acquisitions and an audit of our marketing agreement with David's Bridal.
(3)
Tax fees include work performed for a variety of federal, state and international tax consulting projects and tax compliance services.
(4)
For fiscal 2014, other fees include work performed in connection with planning and advisory services, the Company's review of strategic alternatives with respect to K&G, and accounting research tool fees. For fiscal 2013, other fees consist for accounting research tool fees.

        The Audit Committee has considered whether non-audit services provided by D&T to us are compatible with maintaining D&T's independence.

        The Audit Committee has implemented pre-approval policies and procedures for all audit and non-audit services. Generally, the Audit Committee requires pre-approval of any services to be provided by our independent registered public accounting firm to us or any of our subsidiaries. The pre-approval procedures include the designation of such pre-approval responsibility to one individual on the Audit Committee, currently Mr. Becker, the Audit Committee Chair. There were no services approved by the Audit Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during fiscal 2014.

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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