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APPENDIX A TABLE OF CONTENTS

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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:

ý

 

Preliminary Proxy Statement

o

 

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

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Tailored Brands, 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):

ý

 

No fee required.

o

 

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):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

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.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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6100 Stevenson Blvd.
Fremont, California 94538

May     , 2016

TO OUR SHAREHOLDERS:

        It is our pleasure to invite you to attend our 2016 Annual Meeting of Shareholders (the "Annual Meeting") at 11:00 a.m., Pacific daylight time, on Thursday, June 16, 2016, at our Executive Offices located at 6100 Stevenson Blvd, Fremont, California 94538. Holders of record of our common stock as of April 19, 2016 are entitled to notice of, and to vote at, the Annual Meeting.

        The attached Notice of Annual Meeting and Proxy Statement are a critical element of the corporate governance process and are intended to provide you with information about the Company's Board of Directors and executive officers, and a discussion of proposals that require your vote. Please read these materials so you will understand the business that will be transacted and voted upon at the Annual Meeting.

        We have elected to take advantage of Securities and Exchange Commission ("SEC") rules that allow us to furnish proxy materials to certain shareholders through the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to holders of record of our common stock as of April 19, 2016. At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our shareholders through the Internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.

        This will be our first annual meeting as Tailored Brands, Inc. The name "Tailored Brands" emphasizes the fact that our company has many distinct brands within its portfolio. We have evolved, over a relatively short period, from one company with a single brand operating primarily as a house of brands into a multi-layered company with many brands, each with its own distinct brand identity, design ethos, and development requirements. Our retail operations now include Men's Wearhouse, Moores and K&G, each a house of brands; Joseph Abboud, which is a design house; and Jos. A. Bank, which is a branded house. In addition, we have corporate apparel operations through Twin Hill in the U.S. and Dimensions, Alexandra and Yaffy in the UK as well as dry cleaning operations through MW Cleaners in Texas. All of these operations utilize a shared services platform that leverages common functions and services for each brand. As a result of our evolution, the Board of Directors recognized that structural change was necessary to develop a more holistic view of the Company, to better support the growth of our many brands, and to further enhance shareholder value. After careful consideration, the Board decided to implement a holding company structure with Tailored Brands serving as an umbrella over all the Company's family of brands. Looking to our future as Tailored Brands, we are guided by our mission to provide a personal, convenient, one-of-a-kind shopping experience with compelling products and world class service.

        On behalf of the employees and directors of Tailored Brands, Inc., we thank you for your continued support and confidence in our Company.

       Regards,

 

 


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    Douglas S. Ewert,
President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:   Thursday, June 16, 2016

Time:

 

11:00 a.m., Pacific daylight time

Place:

 

Tailored Brands, Inc. executive offices,
6100 Stevenson Blvd., Fremont, CA 94538

Record Date:

 

Only holders of record of our common stock at the close of business on Tuesday, April 19, 2016, are entitled to receive notice of, and to vote at, the meeting and any adjournment(s) thereof.

Items of Business:

 

Election of all ten directors to our Board of Directors for the coming year;

Adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan;

Adoption of the Tailored Brands, Inc. 2016 Cash Incentive Plan;

Approval of an amendment to our Bylaws to require the resignation of any director who does not receive a majority vote in uncontested director elections;

Approval, on an advisory basis, of the compensation of our named executive officers;

Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2016; and

Transaction of 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 our common 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 to provide 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 is an acceptable example of proof of ownership.

        Beginning on May              , 2016, we are making these materials available to you in connection with our solicitation of proxies, on behalf of our Board of Directors, for the 2016 Annual Meeting of Shareholders.

                   By Order of the Board of Directors

 

 


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    A. Alexander Rhodes
Corporate Secretary

May    , 2016


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HOW TO VOTE

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        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 Deloitte & Touche LLP as our independent registered public accounting firm is considered to be a routine matter.

Vote As Soon As Possible

        Even if you plan to attend our Annual Meeting in person, please read this proxy statement carefully and vote as soon as possible 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


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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 Tailored Brands 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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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 16, 2016

        This proxy statement is furnished to the shareholders of Tailored Brands, Inc., successor reporting company to The Men's Wearhouse, Inc. (the "Company", also referred to in this proxy statement as "we", "us", or "our"), whose two main executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072, and 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 Thursday, June 16, 2016, at the Company's Fremont, California office, or any adjournment(s) thereof (the "Annual Meeting").

        The Annual Meeting will be held to:

        On or about May     , 2016, we began mailing to the holders of record of our common stock, $.01 par value per share ("common stock"), on April 19, 2016 (the "Record Date"), a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Notice of Annual Meeting of Shareholders, this proxy statement, the form of proxy and our Annual Report on Form 10-K for the fiscal year ended January 30, 2016 over the Internet. At the close of business on the Record Date, there were outstanding and entitled to vote 48,629,821 shares of our common stock, and only the holders of record on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

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TABLE OF CONTENTS

2016 Proxy Statement Summary   1

Annual Meeting of Shareholders

  1

Matters to be Voted on at the Annual Meeting

  1

Voting and Other Information

 

1

Proposal 1: Election of Directors

 

5

Director Compensation

 

9

Procedures and Processes for Determining Director Compensation

  9

Retirement Payments and Benefits for David Edwab

  10

Director Compensation Table

  10

Director Nominations and Qualifications

 

11

Responsibility for Selection of Director Candidates

  11

Director Qualifications

  11

Identifying and Evaluating Nominees for Directors

  12

Shareholder Nominees

  13

Corporate Governance

 

13

Affirmative Determination of Directors Independence

  13

Board Leadership Structure and Role in Risk Oversight

  14

Attendance at the Annual Meeting of Shareholders

  15

Communications with the Board of Directors

  15

Committees of the Board of Directors and Meeting Attendance

  15

Director Equity Ownership

  17

Corporate Governance Materials Available on the Company's Web Site

  17

Compensation Committee Interlocks and Insider Participation

  18

Proposal 2: Adoption of the 2016 Long-Term Incentive Plan

 

18

Key Plan Features

  19

Section 162(m) of the Internal Revenue Code

  20

Summary of the 2016 Long-Term Incentive Plan

  20

U.S. Federal Income Tax Consequences

  28

New Plan Benefits

  31

Equity Plan Compensation Information

 

32

Proposal 3: Adoption of the 2016 Cash Incentive Plan

 

32

Section 162(m) of the Internal Revenue Code

  32

Summary of the 2016 Cash Incentive Plan

  33

New Plan Benefits

  37

Proposal 4: Approval of Amendment to Bylaws to Require the Resignation of Any Director Who Does Not Receive a Majority Vote in Uncontested Director Elections

 

37

Executive Officers

 

39

Executive Compensation

 

40

Compensation Discussion and Analysis

  40
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Compensation Committee Report

  55

Summary Compensation Table

  56

Employment Agreements

  57

Grants of Plan-Based Awards Table

  59

Outstanding Equity Awards At Fiscal Year End Table

  61

Option Exercises and Stock Vested Table

  62

Pension Benefits

  62

Nonqualified Deferred Compensation

  62

Potential Payments upon Termination or Change in Control

  62

Proposal 5: Approval, On An Advisory Basis, of the Compensation of our Named Executive Officers

 

69

Certain Relationships and Related Transactions

 

70

Transactions with Related Persons

  70

Policies and Procedures for Approval of Related Person Transactions

  70

Independent Registered Public Accounting Firm

 

70

Audit Committee Report

 

71

Proposal 6: Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm

 

74

Security Ownership of Certain Beneficial Owners and Management

 

75

Section 16(a) Beneficial Ownership Reporting Compliance

 

76

Shareholder Proposals for 2017 Annual Meeting

 

76

Other Matters

 

79

Appendix A: Tailored Brands, Inc. 2016 Long-Term Incentive Plan

 

A-1

Appendix B: Tailored Brands, Inc. 2016 Cash Incentive Plan

 

B-1
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2016 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:   Thursday, June 16, 2016, at 11:00 a.m., Pacific daylight time

Place:

 

Tailored Brands, Inc. executive offices
6100 Stevenson Blvd., Fremont, CA 94538

Record Date:

 

April 19, 2016

Matters to be Voted on at the Annual Meeting

Matter
  Board
Recommendation
  Page Reference
for More
Information
Proposal 1: Elect all ten directors to our Board of Directors   FOR   5

William B. Sechrest

 

Rinaldo S. Brutoco

 

 

 

 
David H. Edwab   Dinesh S. Lathi        
Douglas S. Ewert   Grace Nichols        
B. Michael Becker   Allen I. Questrom        
Irene Chang Britt   Sheldon I. Stein        

Proposal 2: Adopt the Tailored Brands, Inc. 2016 Long-Term Incentive Plan

 

FOR

 

18

Proposal 3: Adopt the Tailored Brands, Inc. 2016 Cash Incentive Plan

 

FOR

 

32

Proposal 4: Approve an amendment to our Bylaws to require the resignation of any director who does not receive a majority vote in uncontested director elections

 

FOR

 

37

Proposal 5: Approve, on an advisory basis, the compensation of our named executive officers.

 

FOR

 

69

Proposal 6: Ratify Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2016

 

FOR

 

74


VOTING AND OTHER INFORMATION

        Who is soliciting my vote?    The Board of Directors of Tailored Brands, 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 April 19, 2016, also referred to as the "Record Date". Only holders of record at the Record Date will be entitled to notice of, and 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 the holder of record on the Record Date. If you held shares of our common stock in "street name" (usually through a bank, broker, or other nominee) on the Record Date, the record holder of your shares will generally vote those shares in accordance with your instructions.

        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

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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.

        Record Holders.    If you are a record holder, you may vote your shares using one of the following methods:

        If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card. If you vote via the Internet or by telephone, do not return a proxy card.

        Held In Street Name.    If you hold shares of our common stock in the name of a broker, bank or other nominee, you should receive a Notice of Internet Availability of Proxy Materials or separate instructions from the broker, bank or other nominee. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by the broker, bank or other nominee to instruct your broker, bank or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker, bank or other nominee. Your broker, bank or other nominee is permitted to vote your shares with respect the "routine" proposal to ratify the appointment of the Company's independent registered public accounting firm without your instruction as to how to vote but will not be permitted to vote your shares with respect to any of the other proposals at the Annual Meeting without your instructions as to how to vote.

        If you hold shares of our common stock 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 April 19, 2016) indicating that you were a beneficial owner of shares of our common stock as of the close of business on April 19, 2016, 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 am I voting on?    You are voting on:

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        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 April 19, 2016, 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 April 19, 2016, we had 48,629,821 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. The holders of shares of our common stock have no cumulative voting rights in the election of directors.

        What vote is required to pass the other proposals at the Annual Meeting?    The affirmative vote of a majority of all of our outstanding shares is required to approve the amendment to our Bylaws. For all other proposals other than the election of directors, the affirmative vote of a majority of the votes cast on that proposal, including abstentions, is required for approval.

        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, and, except as discussed below with respect to advisory votes, have the same effect as a vote against a proposal.

        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, except for the proposal to approve the amendment to our Bylaws. Broker non-votes will have the effect of a vote against the bylaw amendment because the affirmative vote of a majority of all our outstanding shares is required to approve the amendment; therefore, any share not voted in favor of the amendment has the same effect as a vote against.

        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 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.

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        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 Annual Meeting will be voted as specified therein. If you did not indicate otherwise (excluding broker non-votes), the persons named as proxies on the proxy card will vote your shares of our common stock as follows:

        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 of 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 (including the Notice of Annual Meeting of Shareholders, this proxy statement and our 2015 Annual Report on Form 10-K) over the Internet. As a result, instead of a paper copy of our proxy materials, a Notice of Availability of Proxy Materials will be delivered to all of our shareholders, except for those shareholders who have previously requested to receive a paper copy of the proxy materials. 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. The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to cast your vote.

        How can I access the proxy materials over the Internet?    You can access this proxy statement and our 2015 Annual Report on Form 10-K at www.tailoredbrands.com under "Investors". 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 of 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 2015 Annual Report on Form 10-K in your notice. We will mail a paper copy of the proxy materials and our 2015 Annual Report on Form 10-K to all shareholders to whom we do not send a Notice Regarding Internet Availability of Proxy Materials.

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        What should I do if I receive more than one Notice of Internet Availability of Proxy Materials or more than one paper copy of the proxy materials?    Certain shareholders may receive more than one Notice of Internet Availability of Proxy Materials or more than one paper copy of the proxy materials, including multiple proxy cards. For example, if you hold 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 hold shares of our common stock in one or more street names, you must complete, sign, date, and return to each bank, broker or other nominee through whom 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 April 19, 2016, 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 April 19, 2016 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 April 19, 2016 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 April 19, 2016, are examples of proof of ownership.

        Where can I find the voting results for the Annual Meeting?    We will report the voting results in a Current Report on Form 8-K filed with the SEC within four business days following our 2016 Annual Meeting. You can access this report at www.tailoredbrands.com – Investors – SEC Filings – Latest Current Report.


PROPOSAL 1:
ELECTION OF DIRECTORS

        At the Annual Meeting, ten directors, constituting the entire Board of Directors of the Company (the "Board of Directors" or the "Board"), are standing for election. 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 death, resignation or removal.

        At a meeting on March 16, 2016, the Board approved the recommendation of the Nominating and Corporate Governance Committee and nominated the following persons to stand for election at the Annual Meeting. It is expected that all of the nominees will be able to serve. However, if before the election, one or more of the nominees are unable to serve or for good cause will not serve, the proxy holders will vote the proxies for the remaining nominees and for any substitute nominees to be selected by the Nominating and Corporate Governance Committee and approved by the Board of Directors.

Name   Age   Position with the Company   Director
Since
 

William B. Sechrest

  73   Chairman of the Board   2004  

David H. Edwab

    61   Vice Chairman of the Board     1991  

Douglas S. Ewert

  52   President and Chief Executive Officer and Director   2011  

B. Michael Becker

    71   Director     2013  

Irene Chang Britt

  53   Director   2015  

Rinaldo S. Brutoco

    69   Director     1992  

Dinesh S. Lathi

  45   Director   2016  

Grace Nichols

    69   Director     2011  

Allen I. Questrom

  76   Director   2013  

Sheldon I. Stein

    62   Director     1995  
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        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 OCB Bancorp, formerly known as Ojai Community Bank, and SimpliPhi Power, Inc., formerly known as Ojai Energy Systems, Inc., is the chief financial officer of SimpliPhi Power, 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's extensive experience advising others with respect to developing, financing and protecting businesses and his combination of skill in legal, financial and organizational matters qualify him to sit on our Board.

        Mr. Sechrest serves as non-executive Chairman of the Board of Directors and is a member of the Audit Committee.

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 was named non-executive 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 on their audit committee and is a member of their nomination and governance committee. Mr. Edwab is an inactive CPA and has experience in investment banking and private equity.

        Mr. Edwab's broad financial, operational and transactional experience in retailing and extensive experience serving on the boards of directors of retail companies qualify him to sit on our Board.

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. In March 2016, he assumed the position of President in addition to Chief Executive Officer.

        Mr. Ewert's demonstrated leadership and long-term experience with the Company, as well as extensive experience with men's retailing generally, qualify him to sit on our Board.

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B. Michael Becker

        Mr. Becker served 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.

        Mr. Becker's extensive experience in financial matters and in auditing and reporting on the financial statements and internal control over financial reporting of large publicly held companies, including retail companies, as well as extensive experience in serving a variety of retailers as auditor, consultant and board member, qualify him to sit on our Board.

        Mr. Becker serves as the Chairman of the Audit Committee.

Irene Chang Britt

        Ms. Britt joined Campbell Soup Company in 2005 and held a number of roles including President, Pepperidge Farm, Inc. and Senior Vice President and Chief Strategy Officer with responsibility for global strategy development, global marketing services and global consumer insights. Prior to Campbell, she held leadership roles with Kraft Foods and Kimberly-Clark. Ms. Britt currently serves on the boards of TerraVia Inc. and Dunkin Brands Group, Inc., including on the audit committee of Dunkin Brands, and formerly served on the Board of Sunoco, Inc. from November 2011 to October 2012.

        Ms. Britt's deep knowledge of the consumer products industry with extensive executive experience and expertise in global strategy development, marketing services and consumer insights, as well as extensive experience serving on the boards of directors of other public companies, qualify her to sit on our Board.

        Ms. Britt is a member of the Audit Committee.

Rinaldo S. Brutoco

        Mr. Brutoco has served as President and Chief Executive Officer of ShangriLa Consulting, Inc., which is affiliated with the ShangriLa Group, a privately held consulting and merchant banking concern, and he is President of Seven Oaks Ranch, Inc. and Live Well Brands, Inc., both of which are manufacturers and distributors of organic products. He also is founder, President and Chief Executive Officer of the World Business Academy and has authored multiple books and articles on business theory, economics, corporate governance, corporate responsibility, energy policy and innovation.

        Mr. Brutoco's significant legal, financial, retailing and organizational experience, as well as extensive knowledge of new technologies and business methodologies, qualify him to sit on our Board.

        Mr. Brutoco is a member of the Audit Committee and the Nominating and Corporate Governance Committee.

Dinesh S. Lathi

        Mr. Lathi joined One Kings Lane, Inc., a leading online destination for premium home décor, in 2011 and held a number of roles including Chief Financial Officer, Chief Operating Officer and most recently Chief Executive Officer since 2014. Prior to One Kings Lane, Mr. Lathi spent seven years in various senior executive roles at eBay, Inc. Prior to eBay, Mr. Lathi spent eight years in investment banking and private equity.

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        Mr. Lathi's extensive experience in leadership, operation and financial management of online retailing as well as his financial expertise gained as an investment banker, private equity executive and chief financial officer qualify him to sit on our Board.

        Mr. Lathi is a member of the Compensation Committee.

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. 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 2012.

        Ms. Nichols' extensive experience as a senior executive and director in the retail industry, with particular expertise in branding and merchandising, and her ability to understand and analyze the operational and management challenges associated with large retail companies qualify her to sit on our Board.

        Ms. Nichols serves as Chair of the Nominating and Corporate Governance Committee.

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 1999 to 2001 and as Chief Executive Officer and President from 1999 until 2000. From 2000 through 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 At Home retail chain and a Trustee of Boston University. Mr. Questrom was a member of the board of directors of Sotheby's until June 2014; a member of the board of directors of Foot Locker, Inc. until 2013; and a member of the board of directors of Wal-Mart Stores, Inc. and the non-executive chairman of Deb Shops, Inc. until 2010.

        Mr. Questrom's vast executive management experience as the chief executive officer of several large, publicly held retailers and extensive knowledge and expertise in areas such as marketing, merchandising, customer service and the overall retail marketplace qualify him to serve on our Board.

        Mr. Questrom is a member of the Compensation Committee.

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, 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 2012.

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        Mr. Stein's long history of serving as a strategic advisor to chief executive officers of large public companies, as well as extensive experience and skills in corporate finance and mergers and acquisitions, qualify him to sit on our Board.

        Mr. Stein serves as Chairman of the Compensation Committee and is a member of the Nominating and Corporate Governance Committee.

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


DIRECTOR COMPENSATION

        Mr. Ewert, our sole employee director, does not receive any additional compensation for his service as a director. Each of our non-employee directors receives an annual cash retainer of $125,000. In addition, Mr. Sechrest, as the Chairman of the Board, receives an additional annual cash retainer of $125,000. The Chair of the Audit Committee receives an additional annual cash retainer of $25,000, members of the Audit Committee who do not serve as the Chairman of the Board or a chair of another committee receive an additional annual cash retainer of $15,000 and any members of the Audit Committee who are also the Chairman of the Board or a chair of another committee receive an additional annual cash retainer of $10,000. The Chair of the Compensation Committee receives an additional annual cash retainer of $20,000 and the Chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $15,000.

        During fiscal 2015, each non-employee director on the last day of each fiscal quarter received a grant of a number of shares of restricted stock equal to $31,250 divided by the closing price of our common stock on the last trading day of such fiscal quarter. Upon appointment to the Board, any new director will receive a grant of 2,500 restricted shares of our common stock. Beginning in fiscal 2016, instead of quarterly equity grants, each non-employee director will receive an annual equity grant equal to a number of shares of restricted stock or DSUs equal to $125,000 divided by the closing price of our common stock as reported on the NYSE on the date of grant, which will be the date of our annual meeting of shareholders. All such awards are subject to the terms of the Tailored Brands, Inc. 2004 Long-Term Incentive Plan. The restrictions on the restricted stock or DSU awards lapse one year after the date of grant or, if earlier, upon the occurrence of a change in control of the Company; provided, that if a director ceases to serve on the Board for any reason other than removal for cause, any outstanding restricted stock or DSU awards will vest on a pro rata basis based on the number of completed months of service during the one-year vesting period.

Procedures and Processes for Determining Director Compensation

        As set forth in the Corporate Governance Guidelines (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.

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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. The Compensation Committee and the Board determined, based on the services he will perform in his new role and the Board's belief that the change in his role will be in the best interest of the Company, that his service as a director would satisfy his responsibilities under his employment agreement and permit the vesting of his equity awards, in each case as contemplated by his employment agreement. Accordingly, 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. Services provided in excess of ten hours a month will be compensated at a rate equal to $750 per hour.

        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.

        Mr. Edwab agreed to continue to serve on the Board of Directors and as non-executive Vice Chairman for a period of two years beginning with last year's annual meeting of shareholders, if requested by the Board of Directors and elected by the shareholders at the relevant annual meeting. Beginning with his election on July 1, 2015 and for any future periods, Mr. Edwab will be compensated on the same basis as a non-employee director.

Director Compensation Table

        The following table summarizes compensation paid to each non-employee director during the fiscal year ended January 30, 2016:

Name (1)   Fees Earned or
Paid in
Cash
($)
  Stock
Awards
($)
(2)(3)
  Option
Awards
($)
(3)
  All Other
Compensation
($)
(4)
  Total
($)
 

William B. Sechrest

  260,000   125,005     10,494  (5) 395,499  

David H. Edwab

    73,489     93,757         1,802,414  (6)   1,969,660  

B. Michael Becker

  150,000   125,005     2,636   277,641  

Irene Chang Britt

    19,382     82,195  (7)       450     102,027  

Rinaldo S. Brutoco

  140,000   125,005     2,636   267,641  

Grace Nichols

    140,000     125,005         7,178  (8)   272,183  

Allen C. Questrom

  125,000   125,005     2,636   252,641  

Sheldon I Stein

    145,000     125,005         2,636     272,641  

(1)
Excludes Mr. Lathi as he did not join the Board of Directors until March 8, 2016.
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(2)
Represents aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 (for additional information see Note 13 of Notes to Consolidated Financial Statements including in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016).
(3)
The aggregate number of options and unvested stock awards held by each non-employee director as of January 30, 2016 was as follows:

 
  Aggregate Unvested Stock
Awards Outstanding as of
January 30, 2016
  Aggregate Options
Outstanding as of
January 30, 2016
 

William B. Sechrest

  4,132    

David H. Edwab

    3,586      

B. Michael Becker

  4,132    

Irene Chang Britt

    4,779      

Rinaldo S. Brutoco

  4,132   3,000  

Grace Nichols

    4,132      

Allen I. Questrom

  4,132    

Sheldon I. Stein

    4,132      
(4)
Includes amount of dividends paid to the director on unvested restricted stock awards.
(5)
Includes $7,858 paid by us in fiscal 2015 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 retirement payments made to Mr. Edwab in accordance with his employment agreement. Also includes $11,028 paid by us in fiscal 2015 with respect to the non-participant portion of the insurance premiums for Mr. Edwab as a result of his participation in our group medical plan.
(7)
Includes $50,950 related to the one-time award of 2,500 shares issued to Ms. Britt upon her appointment as a director.
(8)
Includes $4,542 paid by us in fiscal 2015 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.


DIRECTOR NOMINATIONS AND QUALIFICATIONS

Responsibility for Selection of Director Candidates

        The Board is responsible for selecting director candidates. The Board has delegated the screening process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board and executives of the Company will be asked to take part in the process as appropriate. The Nominating and Corporate Governance Committee identifies individuals qualified to become Board members and recommends such individuals to the Board for its consideration.

Director Qualifications

        The Nominating and Corporate Governance Committee is responsible for reviewing with the Board the requisite skills and characteristics of new Board candidates. When evaluating candidates, the Board takes into account the composition of the entire Board, including the requirement that a majority of Board members be independent; the diversity of experiences and backgrounds represented on the Board; the need for financial, business, academic, public company and other expertise on the Board and its Committees; and the need to have directors who will work collegially to represent the best interests of the Company and its shareholders, its employees, and the communities in which we do business. This evaluation includes assessing the knowledge and experience of Board candidates in retail, finance, administration, operations, technology, risk management, social media, and marketing.

        The Company considers diversity broadly to include differences of viewpoint, professional experience, individual characteristics, personal background, qualities, skills, qualifications, gender, and ethnicity/race. Although the Company does not have a formal policy with respect to the consideration of diversity in identifying director nominees, the Board and the Nominating and Corporate Governance

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Committee believe that diversity in experiences, qualifications, backgrounds, and personal characteristics is important to the effectiveness of the Board's oversight of the Company. The Nominating and Corporate Governance Committee does not assign specific weight to particular factors and, depending on the current needs of the Board, may weigh certain factors more or less heavily.

        Director candidates should be able to provide insights and practical wisdom based on their experience and expertise. Directors are expected to prepare for, attend and participate in Board and Board Committee meetings, to ask direct questions and require straight answers, and to devote time needed to properly discharge their responsibilities and duties as directors. Each Board member is expected to ensure that other existing and planned future commitments do not, and that they have no conflict of interest that would, materially interfere with the member's service as a director. Service on other boards and other commitments are considered by the Nominating and Corporate Governance Committee when reviewing Board candidates.

        The Board believes that each of its directors is knowledgeable and has significant insight relevant to the Company's businesses, has high ethical standards and personal integrity, takes his or her responsibility to the Board seriously, demonstrates strong leadership skills in his or her area of present and past expertise, has the interest, time available and commitment to fulfill his or her responsibilities as director, and has the ability and willingness to contribute with other directors and with management.

        Based on the all of these factors, the Company believes that each of its directors is qualified to serve on its Board of Directors.

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 Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. The Committee also regularly engages in Board succession planning by assessing the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the applicable criteria for directors. In addition, when the Committee seeks a new candidate for directorship, it seeks qualifications from the individual that will complement the attributes and perspectives of the other members of the Board. The Committee takes into consideration whether particular individuals satisfy the independence criteria set forth in the NYSE listing standards, together with any special criteria applicable to service on various committees of the Board.

        In the event that vacancies are anticipated, or otherwise arise, the Committee considers various potential candidates for director from any reasonable source, including through current Board members, current management, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Committee or through one-on-one meetings between Committee members and Board candidates and may be considered at any point during the year. In evaluating any potential nominee, the Committee seeks to achieve a diverse view of thoughts based on each Board member's knowledge, life experiences, capabilities, and professional and personal background.

        With respect to the nomination of Ms. Britt and Mr. Lathi, the Committee engaged a professional search firm to provide potential candidates for their consideration. After research, interviews and further deliberation, the Committee recommended Ms. Britt and Mr. Lathi to the full Board for election as directors effective December 7, 2015 and March 8, 2016, respectively, and for inclusion in the list of nominees to be elected at the Annual Meeting.

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Shareholder Nominees

        The policy of the Nominating and Corporate Governance Committee is to consider written recommendations from shareholders for positions on the Board of Directors. A shareholder who wishes to recommend a prospective nominee for director for general consideration by the Board should notify the Corporate Secretary of the Company or any member of the Committee in writing with whatever supporting material the shareholder considers appropriate, including the nominee's name and qualifications for Board membership. In evaluating the nominations, the Committee seeks to address the criteria set forth above. In addition, shareholders may nominate persons for election as directors at an annual shareholders' meeting if such nominations are made in accordance with the procedures set forth in the "Shareholder Proposals For 2017 Annual Meeting" section on page 76 of this proxy statement. The Company received no shareholder nominations for the upcoming Annual Meeting.


CORPORATE GOVERNANCE

        Corporate governance is typically defined as the system that allocates duties and authority among a company's shareholders, Board of Directors, and management. The shareholders elect the Board and vote on extraordinary matters. The Board has the ultimate decision-making authority for the Company, except with respect to those matters specifically reserved to the shareholders. The Board has responsibility for the Company's long-term strategic plans, for establishing broad corporate policies, for hiring, overseeing and evaluating executive management, particularly the Chief Executive Officer, and for our overall performance and direction, but is not directly involved in our day-to-day operations. Management runs the Company's day-to-day operations. Board members keep informed about our business by participating in meetings of the Board and its Committees, by reviewing analyses, reports and other materials provided to them by Company management and through discussions with our Chief Executive Officer and other executive officers.

        Our Board of Directors currently consists of ten directors, including eight independent directors and two individuals who are not considered independent directors. If all of the nominees for election are elected, the Board will continue to be comprised of eight independent directors and two non-independent directors.

        As noted, 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 Corporate Governance Guidelines. The Guidelines are available at www.tailoredbrands.com under "Investor Relations – Corporate Governance – Governance Documents." The Board, with the assistance of the Nominating and Corporate Governance Committee, periodically reviews the Guidelines to ensure they comply with all applicable requirements of the NYSE rules. As contemplated by the Guidelines, the Board of Directors has regular executive sessions where non-management directors meet without management participation. The Chairman of the Board is the presiding director for each executive session.

Affirmative Determination of Directors Independence

        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 of the directors (or if two-thirds is not a whole number then at

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least the nearest whole number to two-thirds that is less than two-thirds) must meet the following qualifications:

        A director may 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. 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 of Directors has affirmatively determined that each member of the Board, with the exception of Mr. Edwab and Mr. 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. When determining whether a director qualifies as independent, the Board, in accordance with NYSE rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors.

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; leads the meetings of the Board of Directors with Mr. Ewert; 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 periodically reviews our

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leadership structure and retains the authority to modify the structure, as and when appropriate, to address our then current circumstances.

        The Board and its Committees play an important role in overseeing management's identification, assessment, and mitigation of risks that are material to us. The Board has ultimate oversight responsibility for our risk management program and discharges many of its responsibilities and oversight functions with respect to risk through its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

        In particular, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal controls, legal and regulatory compliance, our audit, accounting and financial reporting processes, and the evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees. The Audit Committee also periodically reviews with our General Counsel legal matters, if any, that may have a material adverse impact on our financial statements, compliance with laws, and material reports, if any, received from regulatory agencies.

        The Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs. In connection with its oversight responsibility, the Compensation Committee periodically reviews and evaluates our compensation programs to determine if there are any pay practices that may create, and any factors that may reduce the likelihood of, excessive risk taking by our employees to determine whether our compensation program presents a material risk to us. Based on its most current review and evaluation, the Compensation Committee has concluded that our compensation programs for our employees (including our executive officers) do not create risks that are reasonably likely to have a material adverse effect on us.

        The Nominating and Corporate Governance Committee oversees risks associated with corporate governance, business conduct, and ethics.

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 our then current directors attended our 2015 Annual Meeting of Shareholders.

Communications with the Board of Directors

        The Board believes that it is important for shareholders and other interested parties to have a process by which to send communications to the Board. Accordingly, 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 may do so by sending communications to them in care of the Corporate Secretary, 6100 Stevenson Blvd., Fremont, California 94538. All such communications will be reviewed by the Company and forwarded to Board members as appropriate.

Committees of the Board of Directors and Meeting Attendance

        During the fiscal year ended January 30, 2016, the Board of Directors held seven meetings. Each director attended all of the meetings of the Board of Directors and each committee of which the director was a member.

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        The Board of Directors has established three standing committees: Audit, Compensation and Nominating and Corporate Governance. The committee(s) on which each director serves is set forth below:

 
  Audit   Compensation   Nominating and
Corporate Governance
William B. Sechrest   M    
David H. Edwab            
Douglas S. Ewert      
B. Michael Becker   C        
Irene Chang Britt   M    
Rinaldo S. Brutoco   M       M
Dinesh S. Lathi     M  
Grace Nichols       M   C
Allen I. Questrom     M  
Sheldon I. Stein       C   M

C = Chair
M = Member

Audit Committee

        The Audit Committee operates under a written charter adopted by the Board which reflects SEC and NYSE rules relating to audit committees. 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 that each 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's responsibilities to the Board of Directors are detailed in the Audit Committee Charter, which can be found on the Company's website under "Investors – Corporate Governance – Governance Documents," and are discussed in further detail in the Audit Committee's report which appears on page 71 of this proxy statement. During the fiscal year ended January 30, 2016, the Audit Committee held five meetings.

Compensation Committee

        The Compensation Committee operates under a written charter adopted by the Board which reflects SEC and NYSE rules relating to compensation committees. 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 of 1986, as amended (the "Code"). The Compensation Committee assists the Board in its oversight responsibilities related to the Company's compensation strategies, objectives, and programs; reviews and recommends to the Board for approval the principal elements of Board compensation; and reviews and approves compensation and benefit programs and pay levels for the Company's Chief Executive Officer and for executive officers below the chief executive officer level. The Compensation Committee's responsibilities to the Board of Directors are detailed in the Compensation Committee Charter which can be found on the Company's website under "Investors – Corporate Governance – Governance Documents." During the fiscal year ended

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January 30, 2016, the Compensation Committee held seven meetings. The Compensation Committee's report appears on page 55 of this proxy statement.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board which reflects SEC and NYSE rules relating to nominating committees. 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 is responsible for reviewing and approving the overall corporate governance policies for the Company, for identifying, screening, recruiting and presenting director candidates to the Board of Directors consistent with criteria approved by the Board, nominating directors for Board seats and committee membership, and overseeing Board and Board Committee evaluations. The Nominating and Corporate Governance Committee's responsibilities to the Board of Directors are detailed in the Nominating and Corporate Governance Committee Charter which can be found on the Company's website under "Investors – Corporate Governance – Governance Documents." During the fiscal year ended January 30, 2016, the Nominating and Corporate Governance Committee held one meeting.

Director Equity Ownership

        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, equal 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 Ms. Britt and Mr. Lathi, who have until December 2020 and March 2021, respectively, to do so.

Corporate Governance Materials Available on the Company's Web Site

        Information relating to the Company's corporate governance, including the following governance documents, are available at the Company's investor relations website (www.tailoredbrands.com) under "Investors – Corporate Governance – Governance Documents":

The Company's shareholders may obtain printed copies of these documents by writing to Tailored Brands, Inc., Corporate Secretary, 6100 Stevenson Blvd. Fremont, CA 94538.

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Compensation Committee Interlocks and Insider Participation

        During fiscal 2015, 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.

        During fiscal 2015, 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.


PROPOSAL 2:
ADOPTION OF THE
2016 LONG-TERM INCENTIVE PLAN

        The Board proposes that our shareholders approve the adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the "2016 LTIP"). On March 16, 2016, based upon the recommendation of the Compensation Committee, the Board adopted the 2016 LTIP, subject to approval by our shareholders. Set forth below is a summary of the material features of the 2016 LTIP, which summary is qualified in its entirety by the text of the 2016 LTIP, a copy of which is attached to this proxy statement as Appendix A.

        The purpose of the 2016 LTIP is to advance the interests of the Company and its shareholders and promote the long-term growth of the Company by providing participants with incentives to maximize shareholder value and to otherwise contribute to the success of the Company, thereby aligning the interests of participants with the interests of the Company's shareholders and providing them additional incentives to continue in their employment or affiliation with the Company. The 2016 LTIP serves these purposes by making equity-based and equity-related awards ("Awards") available for grant to eligible participants in the form of:

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        If our shareholders approve the 2016 LTIP: (1) the Company will have 6,400,000 shares of common stock available for future grant under the 2016 LTIP, less (a) one share of common stock for every share of common stock subject to an Option or SAR granted after May     , 2016 under our existing long-term incentive plan, the Tailored Brands, Inc. 2004 Long-Term Incentive Plan (the "2004 LTIP"), and (b) two shares of common stock for every share of common stock subject to any other award granted after May     , 2016 under the 2004 LTIP; (2) the 2016 LTIP will replace the 2004 LTIP; (3) shares will no longer be available for grant under the 2004 LTIP (except for the planned DSU grants to our non-employee directors discussed below in "New Plan Benefits"); and (4) awards outstanding under the 2004 LTIP will remain in effect in accordance with the terms of the awards and the 2004 LTIP. If the 2016 LTIP is not approved, shares will remain available for grant under the 2004 LTIP.

        As of the Record Date, there were: (1) 1,092,487 shares of our common stock remaining available for issuance under the 2004 LTIP; (2) 1,274,626 outstanding stock options, with a weighted average exercise price of $29.30 and a weighted average term to expiration of 7.53 years; (3) 966,160 outstanding DSUs; (4) 368,951 outstanding performance units; and (5) 48,629,821 total shares of common stock outstanding.

        Our average share usage rate, sometimes referred to as burn rate, over the three years ended January 30, 2016 (calculated as equity-based awards granted under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately 1.2%. Based on that average share usage rate and recent stock price, the 6.4 million shares should enable us to continue to grant equity incentive compensation for the next 2 years or more. The potential dilution resulting from issuing all 6.4 million shares authorized under the 2016 LTIP, and taking into account outstanding awards, would be 15.7% on a fully-diluted basis.

Key Plan Features

        The 2016 LTIP includes provisions designed to protect the interests of our shareholders and reflect corporate governance best practices, including:

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Section 162(m) of the Internal Revenue Code

        Under the 2016 LTIP, the Compensation Committee may grant Cash-Based Awards, Performance Stock Awards and Performance Unit Awards in a manner that constitutes "qualified performance-based compensation" for purposes of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. Section 162(m) generally limits the deduction that we may take for certain remuneration paid in excess of $1,000,000 to any "covered employee" (as defined in Section 162(m)) in any one taxable year. Cash-Based Awards, Performance Stock Awards and Performance Unit Awards granted under the 2016 LTIP will not count against this $1,000,000 deduction limitation provided that (1) the lapse of restrictions on such Awards and the distribution of cash, common stock or other property pursuant to such Awards is contingent upon satisfying one or more of the performance criteria enumerated in the 2016 LTIP, as established and certified by the Compensation Committee, and (2) such Awards otherwise satisfy the requirements for qualified performance-based compensation under Section 162(m). The 2016 LTIP is designed so that Options and SARs granted thereunder will be considered qualified performance-based compensation for purposes of Section 162(m). We are submitting the 2016 LTIP, including the performance criteria set forth therein, to the shareholders for approval at the Annual Meeting to ensure that Cash-Based Awards, Performance Stock Awards and Performance Unit Awards granted under the 2016 LTIP will be deductible as qualified performance-based compensation.

Summary of the 2016 Long-Term Incentive Plan

Administration

        The Compensation Committee will administer the 2016 LTIP. The 2016 LTIP requires the Compensation Committee to be comprised of at least two directors, each of whom will be an "outside director" (within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder) and a "non-employee" director (within the meaning of Rule 16b-3 under the Exchange Act). The Compensation Committee currently consists of three directors, each of whom is an "outside director" and a "non-employee director."

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        In its capacity as plan administrator, the Compensation Committee will have full and exclusive power to interpret and apply the terms and provisions of the 2016 LTIP and Awards made under the 2016 LTIP, and to adopt such rules, regulations and guidelines for implementing the 2016 LTIP as the Compensation Committee may deem necessary or proper. In carrying out its authority under the Plan, the Compensation Committee will have full and final authority and discretion, including the following rights, powers and authorities to: (1) determine the participants to whom and the times at which Awards will be made; (2) determine the number and exercise price of shares of our common stock covered in each Award; (3) determine the terms, provisions and conditions of each Award; (4) accelerate the time at which any outstanding Award will vest; (5) prescribe, amend and rescind rules and regulations relating to administration of the 2016 LTIP; and (6) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the 2016 LTIP.

        All determinations and decisions made by the Compensation Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Compensation Committee will be final, conclusive and binding on all parties.

        With respect to each Award granted under the 2016 LTIP, we will enter into a written or electronic award agreement with the participant which describes the terms and conditions of the Award, including (1) the type of Award and when and how it may be exercised or earned, (2) any exercise price associated with the Award, (3) how the Award will or may be settled and (4) any other applicable terms and conditions affecting the Award.

Eligibility

        The Compensation Committee may select any (1) employees of the Company and its affiliates, (2) persons who have agreed to become employees of the Company and its affiliates and are expected to become such within three months of the date of the Award, (3) non-employee directors of the Company and (4) consultants who render services to the Company or its affiliates (other than the prohibited services described in the 2016 LTIP) to receive Awards under the 2016 LTIP. As of May     , 2016, there were approximately 25,000 employees of the Company and its affiliates and nine non-employee directors of the Company. We are unable to reasonably estimate the number of third-party consultants who will be eligible to receive Awards under the 2016 LTIP.

Available Common Stock

        Subject to the adjustments discussed below, the aggregate number of shares of our common stock available for the grant of Awards under the 2016 LTIP will be 6,400,000. The shares of our common stock that may be delivered under the 2016 LTIP may consist of (1) treasury shares and (2) authorized and unissued shares of common stock.

        Upon the grant of an ISO, a NQSO or a SAR, we will reduce the number of shares of our common stock available for issuance under the 2016 LTIP by an amount equal to the number of shares of common stock subject to such Award. Upon the grant of an Award other than an ISO, a NQSO or a SAR (a "Full Value Award"), we will reduce the number of shares of our common stock available for issuance under the 2016 LTIP by an amount equal to the number of shares of common stock subject to such Award multiplied by 2.0. In the case of any SAR which is settled in shares of our common stock, the number of shares of common stock subject to the SAR will be counted against the aggregate number of shares of our common stock available for future Awards for every share of common stock subject to the SAR, regardless of the number of shares of common stock used to settle the SAR upon exercise.

        The following shares of our common stock may be awarded under the 2016 LTIP and do not count against the 6,400,000 share limit:

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        During any fiscal year of the Company, the Compensation Committee may not grant any employee:

        The maximum number of shares of common stock subject to Awards granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $500,000 in total value (based on the grant date fair value of such Awards for financial reporting purposes).

        If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock, the Compensation Committee will adjust the number of shares of common stock available for issuance under the 2016 LTIP, any other limit applicable under the 2016 LTIP with respect to the number of Awards that may be granted thereunder, and the number, class and exercise price (if applicable) or base price (if applicable) of any outstanding Award, and/or make such substitution, revision or other provisions or take such other actions with respect to any outstanding Award or the holder or holders thereof, in each case as it determines to be equitable.

        On May     , 2016, the closing price of our common stock on the NYSE was $             .

Types of Awards

        Options.    The Compensation Committee may grant Options at any time during the term of the 2016 LTIP in such number and upon such terms as it determines; provided, that to the extent that the aggregate fair market value (as defined in the 2016 LTIP) of shares of our common stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, such Options will be treated as NQSOs. The exercise price of any Option will at least equal the fair market value of the our common stock (i.e., the closing price of the our common stock on the NYSE) on the date the Option is granted, and may be paid (1) in cash, (2) by tendering previously-acquired shares of our common stock, (3) by a cashless exercise or (4) through any other method approved by the Compensation Committee. The Compensation Committee will also determine the term of the option (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the Option, all of which will be reflected in the related award agreement. The award agreement will specify whether the Option is intended to be an ISO or a NQSO. The Compensation Committee may grant all of the common stock

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available for issuance under the 2016 LTIP with respect to ISOs. However, the Compensation Committee may only grant ISOs to employees of the Company or its subsidiaries, and ISOs will be subject to certain additional restrictions, including without limitation compliance with the requirements of Section 422 of the Code.

        Stock Appreciation Rights.    The Compensation Committee may grant SARs at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The exercise price of any SAR will at least equal the fair market value of our common stock on the date the SAR is granted. The Compensation Committee will also determine the term of the SAR (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the SAR, all of which will be reflected in the related award agreement. Upon exercise of a SAR, a participant will be entitled to receive a payment from the Company in an amount determined by multiplying the excess of the fair market value of a share of our common stock on the date of exercise over the grant price of the SAR by the number of shares of our common stock with respect to which the SAR is exercised. A SAR may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee.

        Restricted Stock.    The Compensation Committee may grant shares of Restricted Stock at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Restricted Stock Award, all of which will be reflected in the related award agreement. During the period that the shares of Restricted Stock remain subject to forfeiture, (1) we may retain the certificates representing shares of Restricted Stock, (2) a participant may not sell or otherwise transfer the shares of Restricted Stock and (3) unless otherwise provided in the related award agreement, a participant will generally be entitled to exercise full voting rights and receive all dividends paid with respect to the shares of Restricted Stock (except that receipt of any dividends will be subject to the same terms, conditions and restrictions as apply to the shares of Restricted Stock).

        Deferred Stock Unit Awards.    The Compensation Committee may grant DSUs at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The value of any DSU will equal the fair market value of a share of our common stock. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each DSU Award, all of which will be reflected in the related award agreement. The award agreement for a DSU may also specify that the holder of the DSU Award will be entitled to the payment of dividend equivalents under the Award. Unless otherwise provided in the related award agreement, any dividend equivalents paid under a DSU Award will be subject to the same vesting, transferability and forfeiture restrictions as the Award with respect to which such dividend equivalents are to be paid. A DSU may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee at such time as is specified in the applicable award agreement.

        Performance Awards.    The Compensation Committee may grant Cash-Based Awards, Performance Stock Awards and Performance Unit Awards at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Cash-Based Award, Performance Stock Award and Performance Unit Award, all of which will be reflected in the related award agreement. Such restrictions will be based upon the attainment of performance goals determined by the Compensation Committee. The Compensation Committee will base the performance goals on one or more of the following performance criteria enumerated in the 2016 LTIP:

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        As determined by the Compensation Committee, the selected performance criteria may relate to the individual participant, the Company, one or more business units, subsidiaries, divisions, departments, regions, stores, segments, products or functions of the Company or its affiliates, or the Company as a whole, and may be measured on a per share, per capita, per unit, per square foot, per employee, per store, per customer or other objective basis, on a pre-tax or after-tax basis or on an absolute basis or in relative terms (including, but not limited to, the passage of time and/or against other companies, financial metrics and/or an index).

        With respect to holders who are not covered employees and who, in the Compensation Committee's judgment, are not likely to be covered employees at any time during the applicable performance period or during any period in which Cash-Based Award, Performance Stock Award or Performance Unit Award may be paid following a performance period, the performance objectives established for the performance period may consist of any objective or subjective corporate-wide or subsidiary, division, operating unit or individual measures, whether or not listed in the 2016 LTIP, and such performance objectives will be subject to such other special rules and conditions as the Compensation Committee may establish at any time.

        To the extent permitted by Section 162(m) of the Code, the Compensation Committee may provide that amounts relating to or arising from one or more of the following may be included or excluded from the performance goals on a non-discretionary basis: (1) unusual, infrequently occurring or non-recurring events affecting the Company and/or its affiliates; (2) changes in applicable tax laws; (3) changes in accounting principles; (4) changes related to restructured or discontinued operations; (5) restatement of prior financial results; and (6) any other unusual, infrequently occurring or non-recurring gain or loss including those described in the Financial Accounting Standards Board's authoritative guidance, footnotes to the Company's financial statements, in management's discussion and analysis of financial condition and results of operations appearing in the Company's reports on Form 10-K, 10-Q or 8-K for the applicable year and/or appearing in a press release reporting the Company's earnings for any fiscal period. Under the 2016 LTIP, the Compensation Committee has the authority to exercise negative discretion and reduce (but not increase with respect to holders of Awards who are Covered Employees or who, in the Compensation Committee's judgment, are likely to be Covered Employees) the amount of a Cash-Based Award, Performance Stock Award or Performance Unit Award actually paid to a participant.

        For each Cash-Based Award, Performance Stock Award or Performance Unit Award granted to a covered employee, the Compensation Committee will establish the applicable performance goals while the outcome of the applicable performance goals is substantially uncertain, but in any event prior to the earlier to occur of (1) 90 days after the commencement of the period of service to which the performance goal relates and (2) the lapse of 25 percent of the period of service. Each performance goal must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met.

        Subject to the terms and conditions of the 2016 LTIP, each holder of a Performance Stock Award will have all the rights of a shareholder with respect to the shares of our common stock issued to the 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; provided, however, that the holder shall not receive payment of dividends until and only to the extent that the performance goals applicable to such Award are satisfied. An award agreement for a Performance Unit Award may

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specify that the holder of such Award will be entitled to the payment of dividend equivalents under the Award; provided, however, that the holder will not receive payment of such dividend equivalents until and only to the extent that the performance goals applicable to such Award are satisfied. A Performance Unit Award may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee.

        Other Stock-Based Awards.    The Compensation Committee may grant Other Stock-Based Awards at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Other Stock-Based Award, all of which will be reflected in the related award agreement. Other Stock-Based Awards may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. Other Stock-Based Awards may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee at such time as is specified in the applicable award agreement.

Termination of Employment or Service

        The Compensation Committee will determine the extent to which each Award granted under the 2016 LTIP will vest and the extent to which a participant will have the right to exercise and/or settle the Award in connection with a participant's termination of employment or service. Such provisions, which will be reflected in the related award agreement, need not be uniform among all Awards and may reflect distinctions based on the reasons for termination.

Change in Control

        If a Change in Control (as defined in the 2016 LTIP) occurs while unexercised or unvested Awards remain outstanding under the 2016 LTIP, then, except as otherwise provided in an Award agreement or other agreement between the holder of the Award and the Company, the Compensation Committee will effect one or more of the following alternatives (which may vary among Awards and among individual holders of Awards granted under the 2016 LTIP):

        (1)   accelerate the time at which some or all of the outstanding Awards may be exercised and specify the time at which all such Awards that remain unexercised will terminate;

        (2)   require (A) the mandatory surrender to the Company of some or all of the outstanding Awards as of a date before or after such Change in Control and (B) the payment by the Company of a cash amount per share to the holders of the Awards upon such surrender equal to the excess, if any, of the per share price offered to shareholders of the Company in connection with such Change in Control over the exercise prices applicable to such Awards;

        (3)   in accordance with the terms of the 2016 LTIP, provide for the assumption or substitution of some or all of the outstanding Awards by a party to the Change in Control transaction that is employing, or affiliated or associated with, the holder of the Awards in the same or a substantially similar manner as the Company prior to the Change in Control;

        (4)   adjust the number of shares and class or series of our common stock covered by an Award so that, when exercised, the Award will cover the number of shares and class or series of our common stock or other securities or property (including, without limitation, cash) the holder of the Award would have been entitled to in connection with the Change in Control if, immediately prior to the Change in Control, the holder of the Award had been the holder of record of the number of shares of our common stock then covered by the Award; or

        (5)   make such adjustments to outstanding Awards then outstanding as the Compensation Committee deems appropriate to reflect such Change in Control.

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        If the Compensation Committee chooses to effect one or more of the alternatives set forth in paragraphs (3), (4) or (5) above, it may accelerate the time at which some or all outstanding Awards may be exercised.

Transferability

        Except as otherwise provided in a related award agreement or in a domestic relations court order, (1) a participant may not transfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of an Award, except by will or the laws of descent and distribution and (2) during a participant's lifetime, only the participant or his or her guardian or legal representative may exercise an Award.

Forfeiture

        If a Forfeiture Determination (as defined in the 2016 LTIP) is made by the Compensation or a court of competent jurisdiction, as applicable, the Board of Directors may determine that some or all Awards granted to any participant (including vested Awards that have been exercised, vested Awards that have not been exercised, and Awards that have not yet vested) and some or all net proceeds realized with respect to any such Awards (including any dividends that have been paid with respect to shares of the common stock covered by the Award) will be forfeited to the Company on such terms as determined by the Board of Directors. The Compensation Committee may specify in an award agreement that the rights, payments and benefits of an Award granted under the 2016 LTIP will 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.

No Rights as a Shareholder

        Except as otherwise provided in the 2016 LTIP or in a related award agreement, a participant will not have any rights as a shareholder with respect to our common stock covered by an Award unless and until the participant becomes the record holder of such common stock.

Repricing

        The 2016 LTIP expressly prohibits the Board or Compensation Committee from amending the terms of an outstanding Award to (1) reduce the exercise price or grant price of an outstanding Option or SAR or (2) cancel an outstanding Option or SAR in exchange for a payment of cash or other property if the aggregate fair market value of such Option or SAR is less than the gross exercise price or grant price of such Option or SAR, in each case without shareholder approval.

Clawback

        If the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under applicable securities laws, the current or former holder who was a current or former executive officer of the Company or an affiliate must forfeit and repay to the Company any compensation awarded under the 2016 LTIP to the extent specified in any clawback or similar policy that may be implemented by the Company from time to time, including such policies that may be implemented after the date an Award is granted, pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, or other agreement or arrangement with a holder.

Effective Date and Term

        The 2016 LTIP will become effective upon its approval by the shareholders and, unless earlier terminated, will continue indefinitely until terminated in accordance with its terms.

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Amendment or Termination

        The Board or Compensation Committee may amend or terminate the 2016 LTIP at any time, except that no amendment or termination may be made without shareholder approval if such approval is required by applicable law or stock exchange rules.

U.S. Federal Income Tax Consequences

        The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the 2016 LTIP. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this proxy statement and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the 2016 LTIP.

Incentive Stock Options

        The Company intends for ISOs to qualify for special treatment available under Section 422 of the Code. A participant will not recognize taxable income when an ISO is granted, and we will not receive a deduction at that time. A participant will not recognize ordinary income upon the exercise of an ISO, provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the grant date of the ISO and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant's employment is terminated due to disability).

        If the participant does not sell or otherwise dispose of the our common stock acquired upon the exercise of an ISO within two years from the grant date of the ISO or within one year after the participant receives the common stock, then, upon disposition of such common stock, any amount realized in excess of the exercise price will be taxed to the participant as a capital gain, and we will not be entitled to a corresponding deduction. The participant generally will recognize a capital loss to the extent that the amount realized is less than the exercise price.

        If the foregoing holding period requirements are not met, the participant generally will recognize ordinary income at the time of the disposition of the common stock in an amount equal to the lesser of: (1) the excess of the fair market value of the common stock on the date of exercise over the exercise price; or (2) the excess, if any, of the amount realized upon disposition of the common stock over the exercise price, and we will be entitled to a corresponding deduction. Any amount realized in excess of the value of the common stock on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount realized upon the disposition of the common stock.

        The rules that generally apply to ISOs do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from ISOs.

Nonqualified Stock Options

        A participant will not recognize any income when a NQSO is granted, and we will not receive a deduction at that time. However, when a NQSO is exercised, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of our common stock that the participant purchased on the date of exercise over the exercise price. If a participant uses our common stock or a combination of our common stock and cash to pay the exercise price of a NQSO, the participant will recognize ordinary

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income equal to the value of the excess of the number of shares of our common stock that the participant purchases over the number of shares of our common stock that the participant surrenders, less any cash the participant uses to pay the exercise price. When a NQSO is exercised, we will be entitled to a deduction equal to the ordinary income that the participant recognizes.

        If the amount a participant receives upon disposition of our common stock that the participant acquired by exercising a NQSO is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the NQSO. Conversely, if the amount a participant receives upon disposition of the common stock that the participant acquired by exercising a NQSO is less than the sum of the aggregate exercise price the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the NQSO.

Stock Appreciation Rights

        A participant will not recognize taxable income when a SAR is granted, and we will not receive a deduction at that time. When a SAR is exercised, a participant will recognize ordinary income equal to the excess of the cash and/or the fair market value of the common stock the participant receives over the aggregate exercise price of the SAR, if any, and we will be entitled to a corresponding deduction. If the amount a participant receives upon disposition of the common stock that the participant acquired by exercising a SAR is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the SAR. Conversely, if the amount a participant receives upon disposition of the common stock that the participant acquired by exercising a SAR is less than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the SAR.

Restricted Stock

        Unless a participant makes an election under Section 83(b) of the Code (a "Section 83(b) Election"), the participant generally will not recognize taxable income when Restricted Stock is granted, and we will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the Restricted Stock vests (i.e., when the underlying shares of common stock are freely transferable or not subject to a substantial risk of forfeiture) equal to the fair market value of the common stock that the participant receives when the terms, conditions and restrictions have been met, less any consideration paid for the Restricted Stock, and we generally will be entitled to a deduction equal to the income that the participant recognizes.

        If the amount a participant receives upon disposition of these shares of common stock is greater than the fair market value of the common stock when the Restricted Stock vested, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the Restricted Stock vested. Conversely, if the amount the participant receives upon disposition of these shares of common stock is less than the fair market value of the common stock when the Restricted Stock vested, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the Restricted Stock vested.

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        If a participant makes a Section 83(b) Election, the participant will recognize ordinary income on the grant date equal to the fair market value of the common stock subject to the Restricted Stock Award on the grant date, and we will be entitled to a deduction equal to the income that the participant recognizes at that time.

        However, the participant will not recognize income when (and if) the Restricted Stock vests. If a participant who has made a Section 83(b) Election earns the common stock subject to a Restricted Stock Award, any appreciation between the grant date and the date the participant disposes of the common stock will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the grant date. Conversely, if the amount the participant receives upon disposition of the common stock is less than the fair market value of the common stock on the grant date, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the grant date. Also, if a participant forfeits his or her Restricted Stock, the participant cannot take a tax deduction in connection with the forfeiture of the Restricted Stock subject to a Section 83(b) Election.

Deferred Stock Unit Awards

        The grant of a DSU Award under the 2016 LTIP 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.

Cash-Based Awards

        A participant will not recognize ordinary income at the time a Cash-Based Award is granted, and we will not be entitled to a deduction at that time. In general, a participant will recognize ordinary income when the Cash-Based Award is settled equal to the amount of the cash received, and we will be entitled to a corresponding deduction.

Performance Stock and Performance Unit Awards

        Performance Stock Awards granted under the 2016 LTIP generally have the same tax consequences as Restricted Stock Awards as discussed above (except that the compensation deduction limitation under Section 162(m) of the Code generally will not apply). A recipient of a Performance Unit Award under the 2016 LTIP 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 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.

Other Stock-Based Awards

        Generally, a participant will not recognize taxable income when an Other Stock-Based Award is granted, and we will not receive a deduction at that time. However, upon the settlement of an Other Stock-Based Award, the participant will recognize ordinary income equal to the cash and/or fair market value of the common stock that the participant receives, less the aggregate exercise price of the Other Stock-Based Award, if any. We generally will be entitled to a deduction equal to the income that the participant recognizes.

        If the participant receives common stock upon the settlement of an Other Stock-Based Award and the amount the participant receives upon disposition of the common stock acquired upon the settlement of the Other Stock-Based Award is greater than the fair market value of the shares of common stock when

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they were issued to the participant, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares of common stock for more than one year after they were issued. Conversely, if the amount the participant receives upon disposition of the common stock is less than the value of the shares of common stock when they were issued, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares of common stock for more than one year after they were issued.

Section 409A

        Section 409A of the Code imposes certain restrictions on amounts deferred under non-qualified deferred compensation plans and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. Section 409A includes a broad definition of non-qualified deferred compensation plans, which includes certain types of equity incentive compensation. The Company intends for the Awards granted under the 2016 LTIP to comply with or be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder.

New Plan Benefits

        All Awards granted under the 2016 LTIP will be at the discretion of the Compensation Committee and, in the case of Cash-Based Awards, Performance Stock Awards and Performance Unit Awards, dependent upon the Company's future performance. As a result, the specific number and terms of Awards that (1) will be granted to participants or (2) would have been granted to participants during the 2015 fiscal year had the 2016 LTIP been in place, are not determinable. Consistent with our annual compensation program for our non-employee directors, the Compensation Committee plans to grant at the Annual Meeting DSUs under the 2004 LTIP to each of our non-employee directors with a grant date fair market value equal to $125,000 regardless of whether our shareholders approve the 2016 LTIP at the Annual Meeting. See "Director Compensation" beginning on page 9 of this proxy statement for information regarding our non-employee director compensation program.

        For information regarding our common stock to be issued and available for issuance under our existing equity compensation plans, see the "Equity Compensation Plan Information" table appearing on page 32 of this proxy statement.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" ADOPTION OF THE TAILORED BRANDS, INC. 2016 LONG-TERM INCENTIVE PLAN.

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EQUITY PLAN COMPENSATION INFORMATION

        The following table sets forth certain equity compensation plan information for the Company as of January 30, 2016:

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

  1,327,879   $ 39.65   3,219,225  

Equity Compensation Plans Not Approved by Security Holders

             

Total

  1,327,879   $ 39.65   3,219,225  

(1)
Consists of 681,117 shares issuable upon exercise of outstanding stock options and 646,762 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 2,653,359 shares under the 2004 LTIP and 565,866 shares under the Employee Stock Discount Plan. Refer to Note 13 and Note 14 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016.


PROPOSAL 3:
ADOPTION OF THE 2016 CASH INCENTIVE PLAN

        The Board proposes that our shareholders approve the adoption of the Tailored Brands, Inc. 2016 Cash Incentive Plan (the "2016 Incentive Plan"). On March 16, 2016, based upon the recommendation of the Compensation Committee, the Board adopted the 2016 Incentive Plan, subject to approval by our shareholders. Set forth below is a summary of the material features of the 2016 Incentive Plan, which summary is qualified in its entirety by the text of the 2016 Incentive Plan, a copy of which is attached to this proxy statement as Appendix B.

        The purpose of the 2016 Incentive Plan is to foster and promote the long-term financial success of the Company and its affiliates and increase shareholder value by providing participants an opportunity to earn incentive compensation if specified performance objectives are met, enabling the Company and its affiliates to attract and retain talented employees and maximizing our tax deduction for compensation paid to participants.

Section 162(m) of the Internal Revenue Code

        We intend for compensation payable under the 2016 Incentive Plan to constitute "qualified performance-based compensation" for purposes of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder. Section 162(m) generally limits the deduction that we may take for certain remuneration paid in excess of $1,000,000 to any "covered employee" (as defined in Section 162(m)) in any one taxable year. Compensation payable under the 2016 Incentive Plan will not count against this $1,000,000 deduction limitation provided that such compensation (1) is contingent on the achievement of one or more performance objectives based on the performance criteria enumerated in the 2016 Incentive Plan and (2) otherwise satisfies the requirements for qualified performance-based compensation under Section 162(m). We are submitting the 2016 Incentive Plan, including the performance criteria set forth therein, to our shareholders for approval at the Annual Meeting to ensure that the compensation payable under the 2016 Incentive Plan will be deductible as qualified performance-based compensation.

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Summary of the 2016 Cash Incentive Plan

Administration

        The Compensation Committee will administer the 2016 Incentive Plan. The 2016 Incentive Plan requires the Compensation Committee to be comprised of at least two directors and, to the extent necessary under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder, each member of the Compensation Committee will be an "outside director" (within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder). The Compensation Committee currently consists of three directors, each of whom is an "outside director." The Compensation Committee will have the authority to select the individuals to whom awards may be granted, grant awards and determine the terms and conditions of each award. The Compensation Committee will also have the authority to construe, interpret and administer the 2016 Incentive Plan. The Compensation Committee may not, however, interpret the 2016 Incentive Plan in a manner that would cause any award intended to constitute qualified performance-based compensation under Section 162(m) to fail to so qualify with respect to a covered employee. All determinations made by the Compensation Committee will be final and conclusive on all participants and other persons.

Eligibility

        The Compensation Committee may select any officer or other key employee of the Company or any of its affiliates to participate in the 2016 Incentive Plan. The Compensation Committee will select the individuals eligible to participate in the 2016 Incentive Plan for each performance period, which will consist of each fiscal year (or portion thereof) of the Company, or such other period of twelve months or less as determined by the Compensation Committee. As of April 4, 2016, there were approximately 12 officers and other key employees of the Company and its affiliates.

Description of Awards

        For each performance period, the Compensation Committee may grant awards in such amounts and on such terms as it determines. For each award granted under the 2016 Incentive Plan, the Compensation Committee will establish one or more performance objectives that will be applied to determine the amount of compensation payable with respect to such award. The Compensation Committee will base the performance objectives on one or more of the following performance criteria enumerated in the 2016 Incentive Plan:

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        The Compensation Committee may apply different performance criteria and performance objectives to individual participants or to groups of participants. The performance criteria and performance objectives selected by the Compensation Committee may relate to the individual participant, the Company, one or more affiliates of the Company and/or one or more divisions or business units of the

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Company or its affiliates, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices.

        With respect to participants who are not covered employees and who, in the Compensation Committee's judgment, are not likely to be covered employees at any time during the applicable performance period or during any period in which incentive compensation may be paid following a performance period, the performance objectives established for the performance period may consist of any objective or subjective corporate-wide or subsidiary, division, operating unit or individual measures, whether or not listed in the 2016 Incentive Plan, and such performance objectives will be subject to such other special rules and conditions as the Compensation Committee may establish at any time.

        The Compensation Committee may state the amount of compensation payable if the performance objectives underlying an award are met as a specific dollar amount, a percentage of a participant's Annual Base Salary (as defined in the 2016 Incentive Plan), a percentage (not to exceed 100%) of an aggregate amount allocable to a group of participants or in any other objective manner determined by the Compensation Committee. In addition, the Compensation Committee may state the amount of compensation payable as a target amount payable if the applicable performance objectives are met and in larger or smaller increments if the applicable performance objectives are exceeded or partially met. No participant may receive compensation of more than $7 million in any fiscal year under the 2016 Incentive Plan.

        With respect to each award granted under the 2016 Incentive Plan, the Compensation Committee will establish in writing the applicable performance objectives, performance period and method for computing the compensation payable with respect to the award while the outcome of the applicable performance objectives is substantially uncertain, but in no event later than the earlier of (1) 90 days after the beginning of the applicable performance period or (2) the expiration of 25% of the applicable performance period.

        After the end of each performance period, the Compensation Committee will certify in writing the extent to which the applicable performance objectives with respect to any award have or have not been met and whether any other material terms of the award were satisfied. We will pay a participant's compensation for each performance period in one or more cash payments. A participant may elect to defer payment of his or her award under the 2016 Incentive Plan pursuant to the terms of a deferred compensation program (if any) then maintained by the Company or its affiliates.

        To the extent consistent with Section 162(m) of the Code, the Compensation Committee may adjust the performance objectives relating to an award in recognition of: (1) unusual, infrequently occurring or non-recurring events affecting the Company and/or its affiliates; (2) changes in applicable tax laws; (3) changes in accounting principles; (4) changes related to restructured or discontinued operations; (5) restatement of prior financial results; and (6) any other unusual, infrequently occurring or non-recurring gain or loss including those described in the Financial Accounting Standards Board's authoritative guidance, footnotes to the Company's financial statements, in management's discussion and analysis of financial condition and results of operations appearing in the Company's reports on Form 10-K, 10-Q or 8-K for the applicable year and/or appearing in a press release reporting the Company's earnings for any fiscal period. The Compensation Committee will make appropriate adjustments to reflect the effect (if any) on any performance criteria or performance objectives of any stock dividend, stock split, recapitalization, merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares or similar corporate change. Under the 2016 Incentive Plan, the Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of compensation to be paid to a participant with respect to an award.

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Termination of Employment

        If, during a performance period, a participant's employment is terminated involuntarily without Cause or as a result of the participant's death, Disability or Retirement (as such terms are defined in the 2016 Incentive Plan), unless otherwise provided in an agreement between the participant and the Company, in the sole discretion of the Compensation Committee, the participant may be eligible to receive a pro-rata portion (based on the number of calendar days that the participant was employed by us during the performance period) of the compensation that would have been payable if he or she had remained employed for the full performance period. If a participant's employment is terminated prior to the end of a performance period for any other reason, the participant will not be eligible to receive any compensation under the 2016 Incentive Plan for such performance period. If a participant's employment is terminated after the end of a performance period but prior to the related payment date, the participant will be entitled to payment of any compensation earned for such performance period under the 2016 Incentive Plan, except in the event of a termination for Cause, in which case the participant will not be eligible to receive any compensation earned for such performance period.

Change in Control

        Except as otherwise provided in an agreement between the participant and the Company or in a change in control plan or program sponsored by the Company covering the participant, if a Change in Control (as such term is defined in the 2016 Incentive Plan) occurs during a performance period, we will consider each award granted under the 2016 Incentive Plan to be earned and payable in the amount determined by the Compensation Committee, based upon the extent to which the performance objectives applicable to the award have been satisfied as of the date of the Change in Control. We will pay the compensation payable with respect to each such award to the participant within 30 days following the date of the Change in Control, unless the participant has made a valid deferral election under a deferred compensation plan maintained by the Company or its affiliates.

Transferability

        A participant may not alienate, assign, pledge, encumber, transfer, sell or otherwise dispose of any rights or benefits under the 2016 Incentive Plan prior to his or her actual receipt of such rights or benefits.

Clawback

        All awards granted under the 2016 Incentive Plan will be subject to deduction, forfeiture, recoupment or similar requirement in accordance with any clawback or similar policy that may be implemented by the Company from time to time, including such policies that may be implemented after the date an award is granted, pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, or other agreement or arrangement with a participant.

Effective Date

        The 2016 Incentive Plan will be effective as of January 31, 2016, subject to its approval by our shareholders. Any awards granted by the Compensation Committee to participants prior to the date on which the 2016 Incentive Plan is approved by our shareholders will be contingent upon such shareholder approval and will be null and void and of no effect in the event that our shareholders do not approve the 2016 Incentive Plan.

Amendment or Termination

        The Compensation Committee may amend, revise, suspend or discontinue the 2016 Incentive Plan at any time without the consent of any participant, subject to any shareholder approval requirements imposed by applicable law, rules or regulations. However, to the extent required by Section 162(m) of the

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Code, the Compensation Committee may not change the performance criteria enumerated in the 2016 Incentive Plan without shareholder approval.

Section 409A

        Section 409A of the Code imposes certain restrictions on amounts deferred under non-qualified deferred compensation arrangements and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. We intend for the awards granted under the 2016 Incentive Plan to be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder, and the Compensation Committee will interpret, administer and operate the 2016 Incentive Plan accordingly.

New Plan Benefits

        All awards granted under the 2016 Incentive Plan will be at the discretion of the Compensation Committee and dependent upon our future performance. As a result, the exact benefits or amounts that (1) participants will receive or (2) participants would have received during the 2015 fiscal year had the 2016 Incentive Plan been in place, are not determinable. The Compensation Committee granted awards under the 2016 Incentive Plan to 12 officers and other key employees subject to shareholder approval of the Incentive Plan at the Annual Meeting. We must achieve a cash provided by operating activities target in fiscal 2016 for any amounts to be earned under these awards. If we achieve such target, 80% of the target award amount will be based on our level of achievement of certain corporate and divisional financial performance objectives and 20% of the target award amount will be based on the recipient's achievement of certain personal non-financial performance objectives.

        For information concerning the performance bonus opportunities provided to our executive officers in fiscal 2015 and the performance bonuses earned by the executive officers in fiscal 2015, see "Compensation Discussion and Analysis – Detailed Report – Elements of 2015 Executive Compensation – Annual Cash Performance Bonuses" beginning on page 48 of this proxy statement.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" THE ADOPTION OF THE 2016 CASH INCENTIVE PLAN.


PROPOSAL 4:
APPROVAL OF AMENDMENT TO BYLAWS TO REQUIRE THE RESIGNATION OF ANY DIRECTOR WHO DOES NOT RECEIVE A MAJORITY VOTE IN UNCONTESTED DIRECTOR ELECTIONS

        On March 16, 2016, the Board of Directors determined that it would seek shareholder input about whether the Company should amend its bylaws to allow for a form of majority voting in uncontested director elections. The Board is asking that shareholders consider a form of majority voting for non-contested director elections in which directors would continue to be elected by a plurality vote, but the director would be required to resign, subject to Board's acceptance of the resignation, in the event that the director nominee in an uncontested election receives more "against" votes than "for" votes.

        To accomplish this, we would amend our Bylaws to require a nominee for election or reelection as a director to deliver to the Company a written and irrevocable resignation letter prior to the meeting of shareholders at which his or her name is to be placed in nomination. The resignation letter shall state that the person resigns as a director of the Company effective upon (i) receiving less than a majority of the vote (i.e., more "against" votes than "for" votes), in an uncontested election of directors and (ii) the Board of Directors voting to accept such resignation by at least a majority vote of all directors. Within 90 days of

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the date of the annual meeting, the Board shall issue a Current Report on Form 8-K indicating whether it had accepted the resignation and its reasons therefor.

        An election shall be considered contested if, at the time of the meeting at which such election is to take place, the number of persons standing for election as a director exceeds the number of directors to be elected at the meeting of shareholders.

        The Board has authorized, and recommends that shareholders approve, this change to the voting standard for directors in uncontested elections. If the proposed amendment is approved, Section 2.06 of our Bylaws will be amended and restated to read as follows:

        If approved, this amendment will become effective immediately for all future elections of directors beginning in 2017.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR" THE APPROVAL OF THE AMENDMENT TO OUR BYLAWS TO REQUIRE THE RESIGNATION OF ANY DIRECTOR WHO DOES NOT RECEIVE A MAJORITY VOTE IN UNCONTESTED DIRECTOR ELECTIONS.

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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 successor shall have been elected and qualified or appointed.

Name   Age   Position with the Company   Executive
Officer
Since
 

Douglas S. Ewert

  52  

President and Chief Executive Officer

  2000  

Benjamin C. Baum

    43  

Executive Vice President and Chief Digital Officer

    2015  

Jon W. Kimmins

  58  

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

  2013  

Hyon C. Park

    43  

Executive Vice President and Chief Information Officer

    2015  

A. Alexander Rhodes

  57  

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

  2015  

Matthew Stringer

    40  

Executive Vice President – Marketing

    2014  

Bruce K. Thorn

  49  

Executive Vice President and Chief Operating Officer

  2015  

Brian T. Vaclavik

    49  

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.

        Benjamin C. Baum joined the Company in May 2015 as Executive Vice President and Chief Digital Officer. Prior to joining the Company, from March 2014 through March 2015, Mr. Baum founded and served as omnichannel retail executive for Digital Commerce and Retail Advisory, LLC. Mr. Baum's previous roles include executive vice president and chief digital officer of Bebe, Inc. since October 2012, head of business development, shopping at Google since May 2011, and several executive strategy and merchandising positions at Target.

        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.

        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.

        A. Alexander ("Sandy") Rhodes joined the Company in April 2015 as Executive Vice President and General Counsel. In July 2015, Mr. Rhodes also became Chief Compliance Officer of the Company and, in January 2016, Corporate Secretary of the Company. 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.

        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.

        Bruce K. Thorn joined the Company in June 2015 as Executive Vice President and Chief Operating Officer. Mr. Thorn held various enterprise level roles with PetSmart, Inc. since 2007, most recently as executive vice president, store operations, services and supply chain. Mr. Thorn's other experiences include leadership positions with Gap, Inc., Cintas Corp., LESCO, Inc. and The United States Army.

        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 philosophy, objectives and policies and focuses on the compensation of our Named Executive Officers in our 2015 fiscal year. Our Named Executive Officers for our 2015 fiscal year consisted of:

        Please note that Mr. Thorn, Mr. Rhodes, and Mr. Baum joined the Company at various times during 2015. Thus, there is no historical compensation information for these three Named Executive Officers other than the compensation received in fiscal 2015.

Executive Summary

Objectives

        The Company's compensation program is designed to attract and retain talented leaders who appreciate and are committed to our culture and mission and emphasizes pay for performance. Our compensation elements seek to balance all aspects of an executive's responsibilities: base salary for day-to-day responsibilities, cash incentive bonus for shorter-term returns linked to annual Company performance, and equity awards for aligning the executives' focus with shareholder value and the long-term, future performance of the Company.

        We set the applicable performance goals for our annual cash performance bonus program near the beginning of the fiscal year using challenging but realizable targets so that achievement of the goals is both uncertain and objective. These goals are based upon the annual financial plan approved by the Board.

        In addition to our core elements of base salary, cash incentives, and equity awards, our compensation program includes other standard benefits that are available to all employees, such as medical and dental insurance, life and disability insurance, a 401(k) Savings Plan, and a broad-based employee stock discount plan, among other optional benefits. Senior executives are also covered by a supplemental long-term disability plan and may also participate in an annual executive physical program.

2015 Performance

        On June 18, 2014, we acquired all of the outstanding common stock of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank"), a men's specialty retailer, for approximately $1.8 billion. Our store count, inventory, suppliers, personnel, assets and liabilities, revenue and expense increased materially as a result of the acquisition. The integration of Jos. A. Bank and the Joseph Abboud brand (which we acquired in 2013) continued to require a significant commitment of time, energy and focus by our Board of Directors and management team in fiscal 2015. An important element of the Jos. A. Bank integration involved transitioning away from the promotions previously offered by Jos. A. Bank, which we believe are ultimately unsustainable for the business. Although our Men's Wearhouse, Moores, and K&G brands continued to perform well in fiscal 2015, the necessary change to the Jos. A. Bank promotional model has been significantly more difficult than we expected and negatively impacted our fiscal 2015 results.

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        A summary of our GAAP financial and operating performance for fiscal 2015, which includes the results of Jos. A. Bank from June 18, 2014, compared to fiscal 2014 is presented below.

        Key operating metrics for fiscal 2015 include:

        Key liquidity metrics for fiscal 2015 include:

        During the fourth quarter of fiscal 2015, we began implementing a profit improvement plan intended to reduce costs and improve operating performance. This plan includes a store rationalization program designed to improve our expense structure, which identified approximately 250 stores to be closed, and other operating efficiencies.

Pay for Performance

        Our compensation philosophy emphasizes pay for performance and places a significant percentage of Named Executive Officer compensation "at risk." In fiscal 2015, our financial performance did not meet our goals and expectations. We did not achieve the required threshold level of net income before any bonus could be paid. As a result, except for certain one-time contractual cash inducement awards for the first year of their employment paid to Mr. Thorn and Mr. Baum, Named Executive Officers did not receive any cash incentive bonus for fiscal 2015. In addition, the Company has determined that the performance units granted in September 2014 and throughout 2015 to each of our Named Executive Officers are no longer likely to vest given the Company's performance. (2) Furthermore, all long-term incentive awards granted to our Named Executive Officers for fiscal 2015, including those granted in September 2014, are equity-based whereby stock price movement impacts the value realized by the Named Executive Officer if the award vests or is earned.

        As a result, we believe that the fiscal 2015 performance-based compensation together with base salary levels are well-aligned with the Company performance for the year and the link between pay and performance is strong.

   


(1)
Note, comparable sales for Jos. A. Bank are calculated in the same manner as our other brands except that it is based on Jos. A. Bank's entire fiscal 2014, a portion of which was prior to our acquisition on June 18, 2014.
(2)
Note, however, that disclosure rules require us to include the target grant value of performance units granted in fiscal 2013, 2014 and 2015 in the Summary Compensation Table on page 56, even if these awards are later forfeited.
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2015 Executive Compensation Program

        In light of the significant changes the Company experienced in fiscal 2014, the Compensation Committee, with the assistance of Pay Governance LLC ("Pay Governance"), the Compensation Committee's independent compensation consultant, conducted 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 input from the Company's Chief Executive Officer and Pay Governance, the Compensation Committee determined in September 2014 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 performance bonus program and equity awards. These changes were designed and intended to address the substantially increased demands upon and responsibilities of our executives and the material impact the Jos. A. Bank acquisition will have on the scope of the Company's operations and the Company's financial performance.

        For fiscal 2015, our annual cash performance bonus program for our Named Executive Officers consisted of a Company performance component based on net consolidated earnings before interest and taxes ("EBIT") and an individual performance component. The Compensation Committee established the percentages of the annual cash performance bonus based on Company performance and individual performance at 80% and 20%, respectively, for our Named Executive Officers. In addition, the annual cash performance bonus program was contingent on achieving 75% of our net income target for fiscal 2015 for any awards to be achieved. As this target was not achieved, no annual cash performance bonuses were paid to our Named Executive Officers, except as required for Mr. Thorn and Mr. Baum.

        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 grant equity awards to certain senior executive officers, including our then Named Executive Officers, under the new program in September 2014 instead of during our regular annual grant process in fiscal 2015. The Compensation Committee believed it was important to recognize the efforts of these officers at that time and provide a strong incentive for them to remain with the Company, and achieve strong results, during and following the integration of Jos. A. Bank. The September 2014 equity awards were intended to represent an acceleration of the equity awards that the Compensation Committee would customarily grant during the first quarter of fiscal 2015. Due to the acceleration of the fiscal 2015 equity awards and other factors described in this report, the total compensation reported in the Summary Compensation Table for Mr. Ewert and Mr. Kimmins for fiscal 2015 is significantly lower than the amounts reported for fiscal 2013 and fiscal 2014.

        Mr. Thorn, Mr. Rhodes, and Mr. Baum joined the Company at various times during 2015 and received equity awards as described on pages 50-52.

2015 Advisory Vote on Executive Compensation

        At our 2015 Annual Meeting of Shareholders, our shareholders approved the compensation of our Named Executive Officers, with 98.6% of the votes cast in favor of our "say-on-pay" resolution. The Compensation Committee views this strong level of support as an affirmation of our executive pay practices. The Compensation Committee considered the results of the 2015 "say-on-pay" vote in its evaluation of our executive compensation program, and in light of the overwhelming support our shareholders expressed last year, it did not make any material changes to our executive compensation program as a result of the 2015 "say-on-pay" vote.

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Summary of Compensation Practices and Policies

        Compensation practices that encourage and support good governance and mitigate excessive risk taking that we follow, and problematic compensation practices that we avoid, include the following:

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, over the long term, of variable compensation through our annual cash performance bonuses and equity awards. 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 encourages 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 current base salary for our senior executives to 5 times current base salary for the Chief Executive Officer.

ü    Mitigation of Risk:    Our compensation plans include provisions designed to mitigate excessive risk taking, 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 a periodic risk assessment to identify potential risks 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 Requirement:    Clawback provisions for incentive compensation are included in the award agreements under our long-term incentive plans, employment agreements and change in control agreements.

ü    Independent Compensation Consultant:    The Compensation Committee retained Pay Governance to serve as its independent executive compensation consultants. During fiscal 2015, Pay Governance did not provide any material services to the Company other than services related to employee and director compensation.

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

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 awards granted after April 3, 2013, dividend equivalents on unvested deferred stock units or performance units are only paid if the underlying award is ultimately earned.

c    No Repricing of Underwater Stock Options:    Our 2004 LTIP and our proposed 2016 LTIP do not permit us to reprice or exchange underwater options without shareholder approval.

c    No Hedging, Pledging, Short Sales, or Derivative Transactions:    Company policies prohibit our directors and executives from hedging, pledging, or trading in derivatives involving our common stock.

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Detailed Report

Compensation Philosophy and Objectives

        We design our executive compensation program to promote the following philosophy and objectives:

        The Compensation Committee believes that the structure of our compensation program should be fundamentally the same across our entire management team. While individual compensation levels vary based on job responsibilities, individual performance and the compensation paid to similarly-positioned executives within our Peer Group (as defined below), the Named Executive Officers generally receive the same components of compensation (i.e., base salary, annual cash performance bonus and long-term equity awards) as the rest of our executive management team. In addition, similar performance goals apply to the annual cash performance bonuses that the Named Executive Officers and the rest of the executive management team are eligible to receive. For example, in 2015, each executive management team member's annual cash performance bonus had, as a significant financial component, EBIT. The Compensation Committee believes this consistency fosters team work and a collaborative approach to managing our business, ensures that the entire management team focuses on the same corporate goals and objectives and shares in the risks and rewards of our performance in a similar manner and reduces the likelihood of excessive risk taking.

Role of Executive Officers

        Consistent with past practice, in fiscal 2015, the Compensation Committee requested that our Chief Executive Officer, with the assistance of other members of senior management, make initial recommendations to the Compensation Committee regarding our executive compensation program for fiscal 2015 and the compensation of our Named Executive Officers. In the course of establishing executive compensation for fiscal 2015, the Compensation Committee obtained the input of the Chief Executive Officer and other members of management. At the request of the Compensation Committee, the Chief Executive Officer and certain other members of management from time to time attended and participated in Compensation Committee meetings. The Compensation Committee believes this input is valuable because of the Chief Executive Officer's close working relationship with the other Named Executive Officers and management's comprehensive knowledge of our business, operations and financial and strategic goals. The Chief Executive Officer does not make recommendations regarding his own compensation, nor is he present when his compensation is being deliberated or determined. The Compensation Committee has sole authority to determine all elements of executive compensation and makes all final determinations regarding the Named Executive Officers' compensation.

Role of Compensation Consultant and Consultant Independence

        The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant for 2015. Pay Governance's engagement focused on: (1) reviewing and evaluating our executive compensation program as a whole, each principal component and the mix of compensation; (2) analyzing and providing the Compensation Committee with competitive pay data with respect to other retail apparel companies; and (3) advising the Compensation Committee on executive compensation trends and developments. At the request of the Compensation Committee, Pay Governance attended

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certain Compensation Committee meetings relating to our executive compensation program for fiscal 2015 and discussed with management the recommendations that management planned to make to the Compensation Committee regarding fiscal 2015 compensation. Additionally, in the fourth quarter of fiscal 2015, Pay Governance began working with the Compensation Committee on the development of our 2016 LTIP and our 2016 Incentive Plan, which are the subject of Proposals No. 2 and No. 3, respectively.

        During fiscal 2015, Pay Governance reported directly to the Compensation Committee and we did not engage Pay Governance for, and Pay Governance did not provide, any material services beyond those services it provided to the Compensation Committee. The Compensation Committee requested and received a written statement from Pay Governance detailing its independence criteria and, based on such statement and other factors, the Compensation Committee determined that Pay Governance was independent under the applicable SEC rules and NYSE Listing Standards and that engaging Pay Governance did not present any conflicts of interest.

Determination of Compensation for Fiscal 2015

        In 2015, the Compensation Committee: (1) reviewed and approved annual compensation for executives whose annual base salary plus maximum payout under our annual cash performance bonus program is at least $500,000; (2) reviewed and approved the executive compensation program as presented to the Compensation Committee by the Chief Executive Officer; and (3) reviewed and approved the annual equity awards granted to all employees as recommended to the Compensation Committee by management.

        When setting Named Executive Officer compensation, the Compensation Committee considers the aggregate compensation payable to the executive, the executive's current and prior compensation (including the vesting and value of previously granted equity awards) and the form and mix of the compensation awarded. 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 Compensation Committee determines the number of shares of common stock granted to our Named Executive Officers through equity awards on a discretionary basis, rather than formulaically, by considering the executive's position, responsibilities, accomplishments, achievements and tenure with the Company. The Compensation Committee may modify the mix of base salary, annual awards and long-term awards as it deems appropriate based on a Named Executive Officer's specific circumstances.

        The Compensation Committee reviews and approves all elements of executive compensation on an established schedule, which may vary from year to year but generally occurs during the first quarter of the fiscal year. In connection with establishing the Named Executive Officers' compensation for fiscal 2015, the Compensation Committee reviewed: (1) the level of achievement of the financial, operating, and personal objectives applicable to our executive compensation program for fiscal 2014; and (2) the recommendations of our Chief Executive Officer with respect to our executive compensation program for fiscal 2015, including recommendations with respect to the compensation of our Named Executive Officers for fiscal 2015.

        After completing this review, the Compensation Committee approved the base salaries and the annual cash performance bonus program for Mr. Ewert and Mr. Kimmins. The Compensation Committee did not grant any equity awards for fiscal 2015 to Mr. Ewert or Mr. Kimmins. As part of the implementation of our updated compensation program in fiscal 2014, the Compensation Committee determined that it was in the best interests of the Company to grant equity awards to certain senior executives, including Mr. Ewert and Mr. Kimmins, under the new program in September 2014 instead of during our regular annual grant process in fiscal 2015. The September 2014 awards represent an accelerated grant of the equity awards that the Compensation Committee would customarily grant during fiscal 2015. These awards were intended to recognize the efforts of these officers and serve as a powerful retention tool to incent each to remain with the Company.

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        The Compensation Committee reviewed and approved the base salary, the annual cash performance bonus level, and the equity awards for Mr. Thorn, Mr. Rhodes, and Mr. Baum, who each joined the Company during fiscal 2015, near their respective start dates.

        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.

Benchmarking Compensation

        On an annual basis, Pay Governance provides the Compensation Committee with data with respect to other retail apparel companies, similar in size to us based on revenues and market capitalization in order to benchmark compensation in the competitive market. In 2015, the primary comparator group included the following companies:

Abercrombie & Fitch Co.

 

Express, Inc.

American Eagle Outfitters,  Inc.

 

Foot Locker, Inc.

Ascena Retail Group, Inc.

 

Genesco Inc.

Caleres, Inc.

 

Guess?, Inc.

Chico's FAS, Inc.

 

The Children's Place Retail Stores,  Inc.

DSW Inc.

 

The Finish Line, Inc.

        While the Compensation Committee considered this data in addition to other information when determining what would be appropriate compensation for the Named Executive Officers, it did not target compensation to any specific benchmark against the peer group or any particular member or sub-set of the peer group.

Chief Executive Officer Reported Pay vs. Realized Value

        It is important to note that the grant date fair value of the performance units and DSUs and the nonqualified stock options as set forth in our Summary Compensation Table on page 56 is provided for accounting and SEC disclosure purposes and does not reflect realized pay for the indicated years. The table below shows the pay Mr. Ewert realized for the past three fiscal years compared to the compensation reported in the Summary Compensation Table.

        For 2015, Mr. Ewert's reported compensation is significantly lower than his realized pay. His lowered reported compensation it attributable to: (1) the acceleration of Mr. Ewert's fiscal 2015 equity grant into fiscal 2014, and (2) Mr. Ewert not earning an annual cash performance bonus for fiscal 2015 because the applicable performance targets were not achieved. His realized pay reflects approximately $1.37 million in equity compensation from awards granted in prior years.

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

2015

  1,296,022   2,661,841   +1,365,819   205.3  

2014

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

2013

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

(1)
Reported Pay is the amount set forth in the "Total" column in the Summary Compensation Table.
(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"
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        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.

Elements of 2015 Executive Compensation

        For fiscal 2015, the principal components of our executive compensation program were:

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 as well as individual performance   Performance-Based   Short-Term
Equity Awards
(including non-qualified stock options, restricted stock awards, DSUs, performance units, 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 units, the Company's financial performance and stock price performance over a period of time  

Performance-Based (non-qualified stock options and performance units)

Fixed
(restricted stock awards and DSUs)




Long-Term

Base Salary

        Base salary is the fixed component of the Named Executive Officers' compensation. We intend for base salary to provide a core amount of compensation so that executives do not feel pressured to take unnecessary or excessive risks or focus on the price of our common stock to the detriment of other important financial and operational measures. The Compensation Committee annually reviews and subjectively determines each Named Executive Officer's base salary based on the following factors:

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        In September 2014, the Compensation Committee adjusted the base salaries of certain senior executives, including Mr. Ewert and Mr. Kimmins, primarily due to the increased duties and responsibilities those executives assumed in connection with the Jos. A. Bank acquisition. We believe that these adjustments make the base salaries of these executives more consistent with the base salary levels of similarly positioned executives in the current competitive market. The following table sets forth the annual base salary for each of our Named Executive Officers in effect on the last day of each of the following fiscal years:

Name   2014 Base Salary
($)
  2015 Base Salary
($)
  % Change  

Douglas S. Ewert

  1,250,000   1,250,000   0 %

Jon W. Kimmins

    550,000     550,000     0 %

Bruce K. Thorn

    650,000    

A. Alexander Rhodes

        380,000      

Benjamin C. Baum

    425,000    

        Based on its review, the Compensation Committee determined to keep Mr. Ewert's and Mr. Kimmins' base salaries in fiscal 2015 unchanged from their levels at the end of fiscal 2014, primarily as a result of the base salary adjustments made in September 2014. As noted above, Mr. Thorn, Mr. Rhodes, and Mr. Baum joined the Company at various times during 2015.

Annual Cash Performance Bonuses

        To align executive pay with Company financial and individual performance, our Named Executive Officers are eligible to receive annual cash bonuses pursuant to our annual cash performance bonus program. For fiscal 2015, our annual cash performance bonus program for our Named Executive Officers required that we achieve a threshold net income performance requirement of at least 75% of the Company's $138.0 million net income target, or $103.5 million, for any bonuses to be paid.

        The Compensation Committee established a Company performance component and an individual performance component for our fiscal 2015 annual cash performance bonus program. The Compensation Committee established the percentages of the annual cash performance bonus opportunity based on Company performance and individual performance at 80% and 20%, respectively, for our Named Executive Officers.

        The Compensation Committee believes that this allocation fosters a results-driven, pay-for-performance culture, builds accountability and aligns the interests of our Named Executive Officers and our shareholders.

        During the first quarter of fiscal 2015, the Compensation Committee established the annual cash performance bonus program for fiscal 2015, including (1) the award formula and the Company and individual performance goals that will determine the bonus (if any) that each Named Executive Officer would earn and (2) the threshold, target and maximum bonuses that each Named Executive Officer would be eligible to earn. The Compensation Committee selected the threshold, target and maximum bonuses subjectively after considering the annual performance bonus opportunities for similarly-positioned executives in the competitive market, our past practices, the Named Executive Officer's scope of responsibility and the recommendations of our Chief Executive Officer.

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Financial Performance Bonus – 80% of Award Formula

        Subject to our achievement of the threshold net income requirement, the annual cash performance amount attributable to the financial performance component is determined based on performance against EBIT goals as follows:

EBIT ($M)   Payout
(% of Target)
 

$379.9

  200 %

$316.6

    100 %

$284.9

  50 %

<$284.9

    0 %

        For purposes of our annual cash performance bonus program EBIT means earnings before interest expense and income tax, as adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the Compensation Committee deems appropriate. In addition, the Compensation Committee adopted a financial performance modifier based on EBIT Margin (EBIT as a percentage of Revenue) that modifies the financial performance payout by +/-10% depending on the level of EBIT Margin achieved. As the Company's performance did not satisfy the threshold achievement goal, no bonuses were earned under the plan and the financial performance modifier was not relevant for fiscal 2015.

Individual Performance Bonus – 20% of Award Formula

        In April 2015, the Compensation Committee (with input from our Chief Executive Officer) established the performance goals for the individual performance component of the annual cash performance bonus program for fiscal 2015 for Mr. Ewert and Mr. Kimmins. Individual performance goals were established for each of Mr. Thorn, Mr. Rhodes, and Mr. Baum after they joined the Company. The individual performance goals relate to specific strategic and business objectives relevant to each Named Executive Officer's area of responsibility and, as a result, the individual performance goals are unique for each Named Executive Officer. At the end of the fiscal year, the Compensation Committee (with input from our Chief Executive Officer) would determine, based on its evaluation of the satisfaction of the individual performance goals, whether the Named Executive Officer's overall performance satisfied the threshold, target or maximum performance levels applicable to the individual performance component of the annual cash performance bonus for fiscal 2015 and, therefore, merits the award of an individual performance bonus. However, as the Company's net income threshold performance requirement was not achieved, the Compensation Committee did not evaluate performance against goals for this year.

        The Company did not meet the threshold net income performance requirement for fiscal 2015 and, as a result, no payouts were made to Named Executive Officers under our annual cash performance bonus program for fiscal 2015. Mr. Thorn and Mr. Baum did, however, receive certain one-time

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contractual cash inducement awards in connection with their hiring. The following table sets forth details regarding the payout for each of the Named Executive Officers in fiscal 2015:

Executive   Target
Performance
Bonus
  Corporate
Financial
Performance
Factor
  Target ×
Financial
Performance
Factor
  Individual
Strategic
Bonus
  Cash
Inducement
  As a
% of Target
 

Douglas S. Ewert

  $ 1,250,000   0.0 % $ 0   $ 0   $ 0   0 %

Jon W. Kimmins

  $ 450,000     0.0 % $ 0   $ 0   $ 0     0 %

Bruce K. Thorn

  $ 487,500   0.0 % $ 0   $ 0   $ 243,750   50 %

A. Alexander Rhodes

  $ 247,000     0.0 % $ 0   $ 0   $ 0     0 %

Benjamin C. Baum

  $ 212,500   0.0 % $ 0   $ 0   $ 106,250   50 %

Equity Awards

        The equity component of our executive compensation programs is designed to provide compensation that motivates and rewards long-term performance, aligns the interests of our Named Executive Officers and our shareholders, promotes retention, and balances long-term operating decisions with short-term goals. To accomplish these objectives, the Compensation Committee generally grants our Named Executive Officers equity awards on an annual basis in the form of (1) stock options, (2) time-based deferred stock units, or DSUs, and (3) performance-based deferred stock units, or performance units.

        As part of the implementation of our updated compensation program, the Compensation Committee determined that it was in the best interests of the Company to grant equity awards to certain senior executives under the new program in September 2014 instead of during our regular annual grant process in fiscal 2015. The Compensation Committee believed it was important to recognize the efforts of our Named Executive Officers at that time and provide a strong incentive for our Named Executive Officers to remain with the Company, and achieve strong results, during and following the integration of Jos. A. Bank. The September 2014 equity awards were targeted to the following mix:

GRAPHIC

        The September 2014 equity awards were intended to represent an acceleration of the equity awards that the Compensation Committee would customarily grant during the first quarter of fiscal 2015 and, as a result, Mr. Ewert and Mr. Kimmins did not receive any equity awards in fiscal 2015. The acceleration of the awards served to recognize the efforts of these officers and offer them a substantial incentive to remain with the Company.

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        Mr. Thorn, Mr. Rhodes, and Mr. Baum, who each joined the Company during fiscal 2015, were granted the standard equity mix when they were hired (for additional discussion regarding the details of these grants, see "Grants of Plan-Based Awards Table" below). The Compensation Committee believes that providing a "portfolio" of equity awards balances the objectives of the long-term incentive program by rewarding the creation of shareholder value with stock options, retaining executive talent with time-based DSUs, and motivating the achievement of financial goals with performance units.

Stock Options

        Nonqualified stock options provide our Named Executive Officers 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" and if the market price is above the exercise price, 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 its exercise price (which is the market price on the date of grant), stock options align the interests of our Named Executive Officers and our shareholders by providing an incentive to achieve long-term business goals and objectives and increase the market price of our stock. Stock options vest ratably over a three-year period and must be exercised within ten years of the date of grant.

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 set forth in the award agreement lapse. The Compensation Committee believes that granting time-based DSUs to our Named Executive Officers aligns the interests of the Named Executive Officers with the interests of our shareholders and encourages retention. For all DSU awards granted 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 unless and until the underlying DSU award is earned. Awards granted 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 set forth in the award agreements are not satisfied. 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 determined by the Compensation Committee (such as a person nearing retirement age). DSUs vest ratably over a three-year period.

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 upon vesting if the Company meets or exceeds certain predetermined financial performance criteria. As with time-vested DSUs, for all performance unit awards granted on or after April 3, 2013, dividend equivalents will be credited when dividends are paid to our shareholders, but will not be paid unless and until the underlying award is earned. During fiscal 2013, the Compensation Committee introduced performance units 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 EBIT as a percentage of sales over the vesting period. The vesting for such awards has varied but is typically over a three-year 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 units provide an incentive to the recipient to work toward the financial success of the Company over the vesting period in order for the performance units to vest, thereby aligning the financial interest of the recipient with that of the Company and driving increased shareholder value.

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        The performance units granted in September 2014 and in 2015 will vest with respect to all shares of common stock underlying the performance units on April 13, 2018 if we achieve the applicable adjusted earnings per share performance target for fiscal 2017. Assuming we achieve the earnings per share performance target, the number of performance units earned will be determined 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. The Company has determined that the performance units granted in September 2014 and throughout 2015 to each of our Named Executive Officers are no longer likely to vest given the Company's performance.

Benefits and Perquisites

        Employee 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 our other employees. Our 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 also 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. For fiscal 2015, the Company contribution made on behalf of each Named Executive Officer who participates in the 401(k) plan was $200. Our Named Executive Officers participate in these defined contribution plans on the same terms as our other employees.

        Perquisites.    In fiscal 2015, we did not provide our Named Executive Officers with any material perquisites.

Change in Control Agreements

        The Company has entered into Change in Control agreements with each of our Named Executive Officers. The Agreements are identical in all respects, except for the amounts payable thereunder, and remain in effect for so long as the applicable Named Executive Officer is employed by us or until we mutually agree to terminate his Agreement. The Compensation Committee determined that it was in our best interests to enter into the Change in Control Agreements is based on several considerations, including to: (1) serve as a retention tool and incentivize the Named Executive Officers to continue focusing on our business in the event of a potential change in control transaction; (2) ensure the Named Executive Officers pursue business alternatives that maximize shareholder value without a concern for job security; and (3) ensure our compensation practices remained competitive.

        The benefits payable under the Change in Control agreements in certain circumstances are disclosed below on pages 62 - 65. 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

Employment Agreements

        The employment agreements with Mr. Ewert, Mr. Kimmins, and Mr. Thorn provide that if it is determined that Mr. Ewert, Mr. Kimmins or Mr. Thorn, respectively, before or after the termination of their

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

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.

Pension Plans and Retirement Plans

        We do not maintain defined benefit pension plans or supplemental executive retirement plans for our executive officers or any defined contribution plans which provide for the deferral of compensation on a basis that is not tax-qualified.

Executive Officer Equity Ownership

        The Board of Directors has established a guideline for Company equity ownership by certain of our senior executive officers, including our Named Executive Officers. These guidelines are designed to further align the interests of the Named Executive Officers and our shareholders and 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 value of at least two and one half times his then current annual base salary within five years of becoming subject to the holding requirement. Failure to satisfy the guideline will be taken into consideration by the Compensation Committee in determining compensation for the Named Executive Officer. In addition, the Compensation Committee has adopted an additional equity ownership requirement for the Chief Executive Officer that encourages 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 then current annual base salary.

        The Compensation Committee has also implemented a requirement in the award agreements for executive officer equity grants providing that if the executive officer is not in compliance with the applicable equity ownership guideline at the time of vesting of his or her restricted stock awards or DSUs or upon exercise of his or her stock options, 50% of the vested or acquired shares must be retained until the officer satisfies the guideline.

No Hedging or Pledging Our Common Stock

        Pursuant to the Company's insider trading policies, our directors, officers and employees are prohibited from hedging or pledging equity positions in our common stock arising from equity compensation awards.

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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 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 generally prohibits a company from deducting compensation paid to certain "covered employees" (its principal executive officer and three other most highly compensated executive officers (other than the principal financial officer)) in excess of $1 million in any fiscal year. Compensation that qualifies as "performance-based" is excluded from the $1 million limit. 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 comply with Section 409A of the Internal Revenue Code.

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Executive Compensation for Fiscal 2016

        In April 2016, the Compensation Committee approved the following related to compensation for the Named Executive Officers:

Pay Element   Action   Rationale
Base Salary   The Committee kept Named Executive Officer salaries at current levels.   To align with levels of base salary for comparable roles in the competitive market.
Annual Incentives  

Replace plan-specific net income performance qualifier with a 162(m) compliant operating cash flow metric.

Simplify the financial performance element by eliminating the EBIT margin multiplier and focusing solely on EBIT performance.

  Simplifies plan and focuses on well understood strategic operating priorities.
Long-Term Incentives  

Change goal on performance units from a single, year ending EPS goal to a 2-year compound annual growth rate.

Performance units will vest 50% after year 2 and 50% after year 3 based on performance over the 2-year period.

 

Simplifies plan and focuses on well understood strategic operating priorities.

Using a compound annual growth rate ensures focus on sustainable growth over time.

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.

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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 30, 2016, to each individual who served as our Chief Executive Officer or Chief Financial Officer during the year, and the next three most highly compensated executive officers (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

  2015   1,250,000             46,022  (7)(8)(9) 1,296,022  

President and Chief Executive Officer

  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  

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

Jon W. Kimmins,

   
2015
   
550,000
   
   
   
   
   
   
9,973

 (8)
 
559,973
 

Executive Vice President, Chief

    2014     484,615     300,000  (5)   670,310  (6)   410,249  (6)   618,750         4,352  (8)   2,488,276  

Financial Officer, Treasurer and Principal Financial Officer

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

Bruce K. Thorn,
Executive Vice President and Chief Operating Officer


 


2015

 


387,500

 


443,750

 (11)


839,983

 


359,992

 



 



 


33,370

 (7)(12)


2,064,595
 

A. Alexander Rhodes
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

   
2015
   
306,923
   
150,000

 (13)
 
279,982
   
120,006
   
   
   
8,600

 (14)
 
865,511
 

Benjamin C. Baum,
Executive Vice President and Chief Digital Officer


 


2015

 


292,611

 


181,250

 (15)


209,987

 


90,002

 



 



 



 


773,850
 

(1)
Mr. Thorn, Mr. Rhodes and Mr. Baum were not Named Executive Officers prior to fiscal 2015.
(2)
Mr. Thorn, Mr. Rhodes and Mr. Baum's salaries represent amount paid to them from the date they commenced their employment with the Company: June 29, 2015, April 13, 2015 and May 26, 2015, respectively.
(3)
Represents aggregate grant date fair value of the awards 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 represents the maximum amount that can be earned under the DSUs granted in 2013 and in April 2014. For performance units granted in September 2014 and in 2015, the aggregate grant date fair value assuming achievement of the maximum performance level would be: Mr. Ewert, $4,880,010; Mr. Kimmins, $780,777; Mr. Thorn, $1,080,019; Mr. Rhodes, $359,959; and Mr. Baum, $269,932. These values exclude the accounting effect of any estimate of future service-based forfeitures and may not correspond to the amounts that will actually be realized by the Named Executive Officers. For additional information, including a discussion of the assumptions used to calculate these values, see Note 13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016. For additional information regarding these equity awards, see "Compensation Discussion and Analysis – Detailed Report – Elements of 2015 Compensation – Equity Awards".
(4)
Represents bonuses paid pursuant to our non-equity incentive bonus program (for additional information, see "Compensation Discussion and Analysis – Detailed Report – Elements of 2015 Compensation – Annual Cash Performance Bonuses").
(5)
Represents a one-time special cash bonus paid in June 2014 to certain senior executive officers, including Mr. Ewert and Mr. Kimmins in recognition of the efforts of senior management in connection with the acquisition of Jos. A. Bank.
(6)
As part of our implementation of the updated compensation program in September 2014, the Compensation Committee determined that it was in the best interests of the Company to grant equity awards to certain senior executive officers, including Mr. Ewert and Mr. Kimmins, under the new program in September 2014 instead of during our regular annual grant process in 2015. As a result of this accelerated issuance of equity awards and the special one-time cash bonus paid to Mr. Ewert and Mr. Kimmins in June 2014, the reported pay of Mr. Ewert and Mr. Kimmins for fiscal 2014 in the Summary Compensation Table is significantly higher than amounts reported in other fiscal years. The following table provides
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Name   2014
Total As
Reported
Above ($)
  Special
Jos. A.
Bank
Completion
Bonus Paid
in June
2014
($)
  Stock
Awards
Granted in
September
2014
($)
  Option
Awards
Granted in
September
2014
($)
  2014 Total
Without
Special
Bonus and
September
2014 Equity
Grants
($)
 

Douglas S. Ewert

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

Jon W. Kimmins

    2,488,276     300,000     586,991     239,994     1,361,291  
(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)
Includes a one-time payout of $24,038 related to accrued sabbatical time.
(10)
Includes a $200,000 signing bonus as well as the portion of Mr. Kimmins' bonus paid as a result of the one-time contractual cash inducement payment for 2013 pursuant to the terms of his employment agreement (for additional information, see "Employment Agreements – Jon W. Kimmins" below).
(11)
Includes a $200,000 signing bonus as well as the portion of Mr. Thorn's bonus paid as a result of the one-time contractual cash inducement payment for 2015 pursuant to the terms of his employment agreement (for additional information, see "Employment Agreements – Bruce K. Thorn" below).
(12)
Includes commuting, housing and other living expenses of $33,170 paid by the Company on behalf of Mr. Thorn.
(13)
Represents a $150,000 signing bonus paid to Mr. Rhodes during 2015.
(14)
Represents temporary housing costs paid by the Company in connection with Mr. Rhodes relocation.
(15)
Includes a $75,000 signing bonus as well as the portion of Mr. Baum's bonus paid as a result of the one-time contractual cash inducement payment for 2015.

Employment Agreements

        We have entered into employment agreements with Mr. Ewert, Mr. Kimmins and Mr. Thorn. The basic terms of those agreements are summarized below. For information regarding payments to be received by Mr. Ewert, Mr. Kimmins and Mr. Thorn in the event of termination of their employment see "-Potential Payments Upon Termination or Change in Control" on pages 66-69 of this proxy statement.

Douglas S. Ewert

        The Company entered into an Amended and Restated Employment Agreement with Mr. Ewert on April 22, 2015. The initial term of Mr. Ewert's amended employment agreement is for a period of three years and will automatically extend 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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Jon W. Kimmins

        We entered into an employment agreement with Mr. Kimmins, effective as of April 1, 2013. The initial term of Mr. Kimmins' employment agreement was for a period of one year and automatically extends 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 90 days prior to the end of any extended employment period. Under Mr. Kimmins' employment agreement, we agreed, among other things, to:

Bruce K. Thorn

        We entered into an employment agreement with Mr. Thorn, effective as of June 29, 2015. The initial term of Mr. Thorn's employment agreement shall be for a period of one year and thereafter automatically extends for successive twelve-month periods unless we or Mr. Thorn gives written notice of an election not to extend the employment agreement not less than 90 days prior to the end of any extended employment period. Under Mr. Thorn's employment agreement, we agreed, among other things, to:

Restrictive Covenants and Clawbacks

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

        The employment agreements also provide that if Mr. Ewert, Mr. Kimmins or Mr. Thorn, respectively, before or after the termination of his employment relationship with us, commit certain acts which

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materially and adversely affect us, then some or all of the (A) benefits payable or to be provided, or previously paid or provided, to him under his employment agreement, (B) cash bonuses paid to him by us on or after the date of his employment agreement, or (C) equity awards granted to him by us that vest, on or after the date of his employment agreement, will be forfeited to us. The acts which could trigger such a forfeiture generally include:

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 30, 2016:

 
   
   
   
   
   
   
   
  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (4)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (5)
   
   
 
 
   
  Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
  Estimated Future Payouts
Under Equity
Incentive Plan Awards
  Exercise
or Base
Price of
Option
Awards
($/Sh)
  Grant
Date Fair
Value of
Stock and
Option
Awards
($) (6)
 
Name   Grant
Date (1)
  Threshold
($) (2)
  Target
($) (2)
  Maximum
($) (2)
  Threshold
(#) (3)
  Target
(#) (3)
  Maximum
(#) (3)
 

Douglas S. Ewert

  4/10/15   625,000   1,250,000   2,500,000                

Jon W. Kimmins

    4/10/15     225,000     450,000     900,000                              

Bruce K. Thorn

  6/29/15   243,750   487,500   975,000   1,588   6,351   14,290   5,644   17,895   63.78   1,199,975  

A. Alexander Rhodes

    4/13/15     123,500     247,000     494,000     728     2,913     6,554     2,268     6,914     52.91     399,988  

Benjamin C. Baum

  5/26/15   106,250   212,500   425,000   458   1,833   4,124   1,559   4,815   57.74   299,989  

(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. With respect to awards for Mr. Ewert and Mr. Kimmins, the awards were approved by the Compensation Committee on April 10, 2015 and, with respect to awards for Mr. Thorn, Mr. Rhodes and Mr. Baum, the awards were approved by the Compensation Committee on June 24, 2015, April 10, 2015 and May 2, 2015, respectively.
(2)
Relates to our annual cash performance bonus program in which executive officers participate annually; 80% of the bonus criteria is quantitative and based on the Company achieving certain EBIT targets (the "Performance Target Bonus") and the remaining 20% of the bonus criteria is based on the recipient achieving personal non-financial performance objectives ("Personal Performance Bonus"); provided, that for recipients to receive any bonus payout, certain net income thresholds must be met ("Threshold Performance Requirement"). For 2015, the Compensation Committee approved a $103.5 million Threshold Performance Requirement, and financial performance factors for the Performance Target Bonus determined based on performance against EBIT goals as follows: (1) less than $284.9 million, 0%, (2) $284.9 million, 50%, (3) $316.6 million, 100%, and (4) $379.9 million, 200%. The qualitative assessment of each Named Executive Officer's individual performance is made by the Compensation Committee and is based on personal performance objectives set for each person participating in the plan. The Compensation Committee may at its sole discretion determine the appropriate percentage to be paid out with respect to the Personal Performance Bonus, ranging from 0% to 200%, depending on whether the performance goals are determined not to have been met, partially met, met or exceeded. For purposes of this table, the columns assume that the Threshold Performance Requirement is met and payouts are as follows: (A) Threshold: Performance Target Bonus of 50% and Personal Performance Bonus of 50%; (B) Target: Performance Target Bonus of 100% and Personal Performance Bonus of 100%; and (C) Maximum: Performance Target Bonus of 200% and Personal Performance Bonus of 200%. For additional information, see "Compensation Discussion and Analysis – Detailed Report – Elements of 2015 Compensation – Annual Cash Performance Bonuses". For the actual amounts paid to the Named Executive Officers pursuant to these grants under the 2015 bonus program, see the column titled "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table.
(3)
Represents performance units granted under our 2004 LTIP. Each performance unit 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 2015 performance units earned will be adjusted based multipliers, ranging from
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(4)
Represents time-based DSUs granted under our 2004 LTIP. Each DSU grant vests at a rate of 331/3% per year on each of April 13, 2016, 2017 and 2018. Each DSU award includes the right to receive dividend equivalents, which 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. If a grant is cancelled, the recipient will not receive any dividend equivalents with respect to such DSU award.
(5)
Represents stock options granted under our 2004 LTIP. Each stock option grant vests at a rate of 331/3% per year on each of April 13, 2016, 2017 and 2018 and must be exercised within ten years of the date of grant. The stock options have an exercise price equal to the closing price of our common stock on the NYSE on the date of grant.
(6)
Represents aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The value of performance units 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 may not correspond to the amounts that will actually be realized by the Named Executive Officers. For additional information, including a discussion of the assumptions used to calculate these values, see Note 13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016.
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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 30, 2016:

 
  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

  80,000   20,000  (2)   41.33   11/16/2017          

  32,997   22,008  (3)   22.72   3/28/2018          

  42,867       27.94   4/6/2021          

  29,053       40.13   3/27/2022          

    51,885  (4)   47.26   4/17/2024          

    69,652  (5)   50.80   9/12/2024          

            7,555  (6) 103,579      

            10,580  (7) 145,052      

            15,748  (8) 215,905      

                   

                37,776  (9) 517,909  

                39,370  (10) 539,763  

Jon W. Kimmins

    12,720     6,360  (11)       33.09     4/3/2023                  

        10,377  (4)       47.26     4/17/2024                  

        13,930  (5)       50.80     9/12/2024                  

                        18,133  (12)   248,603          

                        4,724  (8)   64,766          

                                6,299  (10)   86,359  

Bruce K. Thorn

    17,895  (5)   63.78   6/29/2025          

            5,644  (8) 77,379      

                6,351  (10) 87,072  

A. Alexander Rhodes

        6,914  (5)       52.91     4/13/2025                  

                        2,268  (8)   31,094          

                                2,913  (10)   39,937  

Benjamin C. Baum

    4,815  (5)   57.74   5/26/2025          

            1,559  (8) 21,374      

                1,833  (10) 25,130  

(1)
Based on the closing price of $13.71 per share for our common stock on the NYSE on January 29, 2016, which was the last trading day of our fiscal year and, in the case of performance units 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)
Relates to an option award granted in November 2007, the remainder of which vests ratably on November 16, 2016 and October 16, 2017.
(3)
Relates to an option award granted in March 2008, the remainder of which vests ratably on each of March 28, 2016 and 2017.
(4)
Relates to an option award granted in April 2014 which vests at a rate of 50% per year on each of April 13, 2016 and 2017.
(5)
Relates to an option award which vests at a rate of 331/3% per year on each of April 13, 2016, 2017 and 2018.
(6)
Relates to DSUs granted in April 2013, the remainder of which vested on April 13, 2016.
(7)
Relates to DSUs granted in April 2014, the remainder of which vest ratably on each of April 13, 2016 and 2017.
(8)
Relates to DSUs which vest at a rate of 331/3% per year on each of April 13, 2016, 2017 and 2018.
(9)
Relates to performance units that were scheduled to vest 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. All of these performance units were forfeited on April 13, 2016 as such annual performance requirements were not met.
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(10)
Relates to performance units, representing the right to receive up to 2.25 shares of common stock for each share indicated above. These performance units vest on April 13, 2018, subject to meeting an annual performance target for fiscal 2017. Assuming the performance target is achieved, the number of performance units earned will be adjusted based on multipliers, ranging from 50% to 150%, based on (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative TSR compared to the TSR of other select companies over a pre-defined period. For further information, see "Compensation Discussion and Analysis – Detailed Report – Equity Awards – Performance-Based Deferred Stock Units or Performance Units."
(11)
Relates to an option award granted in April 2013, the remainder of which vested on April 13, 2016.
(12)
Relates to DSUs granted in April 2013, the remainder of which vest ratably on each of April 13, 2016, 2017 and 2018.

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 performance units and DSUs during the fiscal year ended January 30, 2016:

 
  Option Awards   Stock Awards  
Name   Number of Shares
Acquired on
Exercise
(#)
  Value
Realized on
Exercise
($)
  Number of Shares
Acquired on
Vesting
(#)
  Value
Realized on
Vesting
($) (1)
 

Douglas S. Ewert

      25,814   1,365,819  

Jon W. Kimmins

            7,807     413,068  

Bruce K. Thorn

         

A. Alexander Rhodes

                 

Benjamin C. Baum

         

(1)
Value realized upon vesting is based upon closing price of our common stock on April 13, 2015, the vesting date; the value of these shares as of the last trading day of the fiscal year, based on our closing price of $13.71, would have been $353,910 and $107,034 for Mr. Ewert and Mr. Kimmins, respectively.

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

Change in Control Agreements

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. We entered into an amended and restated Change in Control agreement with Mr. Ewert on April 22, 2015. 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.

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

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 2015 and each of the executives were terminated under the above-described circumstances effective as of January 30, 2016, the Named Executive Officers would have been entitled to receive the following:

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

Douglas S. Ewert

  5,000,000   3,737   31,664   5,035,401  

Jon W. Kimmins

    2,750,000     3,737     32,065     2,785,802  

Bruce Thorn

  3,250,000   173   26,771   3,276,944  

A. Alexander Rhodes

    1,748,000     3,564         1,751,564  

Benjamin C. Baum

  1,700,000   3,737   36,063   1,739,800  

(1)
Does not include amounts earned or benefits accumulated due to continued service through January 30, 2016.

        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:

        Further, an "Event of Termination for Good Reason" shall generally occur if any of the following occur on or after a Change in Control:

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        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 30, 2016 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 $13.71 for our common stock on January 29, 2016 (the last trading day of the fiscal year ended January 30, 2016), would have resulted in the indicated realized value to the Named Executive Officers:

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

Douglas S. Ewert

  163,545     111,029   1,522,208   1,522,208  

Jon W. Kimmins

    30,667         29,156     399,729     399,729  

Bruce C. Thorn

  17,895     11,995   164,451   164,451  

A. Alexander Rhodes

    6,914         5,181     71,032     71,032  

Benjamin C. Baum

  4,815     3,392   46,504   46,504  

(1)
Because the exercise price for the related options is greater than the closing price of our common stock on January 29, 2016, the options are not considered to be "in-the-money" and, therefore, no value would be realized upon acceleration of the options.
(2)
Does not include dividend equivalents or other amounts earned or benefits accumulated due to continued service through January 30, 2016.

Clawback Provisions

        Finally, the Change in Control agreements provide that if 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

        We may terminate the employment agreements with Mr. Ewert, Mr. Kimmins and Mr. Thorn with or without cause and Mr. Ewert, Mr. Kimmins and Mr. Thorn may each terminate his respective agreement with good reason. The respective employment agreement will also be terminated as a result of Mr. Ewert, Mr. Kimmins or Mr. Thorn's death or permanent disability.

        As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Mr. Ewert, Mr. Kimmins or Mr. Thorn, or his respective 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.

Upon Death or Disability

        If any of Mr. Ewert, Mr. Kimmins and Mr. Thorn's employment is terminated as a result of his death or permanent disability, then, in addition to any other benefits which may be owing in accordance with our plans and policies, we will be required to pay to Mr. Ewert, Mr. Kimmins or Mr. Thorn or his estate a lump sum payment in cash equal to the number of days in our fiscal year up to and including the date of disability or death divided by the total number of days in our fiscal year multiplied by the bonus earned for our fiscal year ending contemporaneously with or immediately following the date of his disability or death.

        In addition, all options, restricted stock and DSUs of the Company held immediately prior to his termination date that would have vested if his employment continued for one year (two years in the case of Mr. Ewert) after the termination date shall vest. 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, 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.

Without Cause or For Good Reason

        Under the employment agreements, "cause" is generally limited to:

        Under the employment agreements, "good reason" generally means, subject to notification and opportunity for us to cure the alleged conduct:

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        In the case of Mr. Ewert, "good reason" also includes the failure to receive an annual equity grant and the Board's failure to nominate Mr. Ewert for election to the Board at such times as his membership on the Board comes up for re-election, unless the Board determines in good faith, based on guidance from Institutional Shareholder Services (or a similar nationally recognized organization), that it is generally considered poor corporate governance practice for the Chief Executive Officer to serve on a Company's board of directors.

        If we terminate the employment of any of Mr. Ewert, Mr. Kimmins or Mr. Thorn without "cause" or any of them terminates his employment for "good reason" or if we notify any of Mr. Ewert, Mr. Kimmins or Mr. Thorn that we do not intend to extend his employment under his 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, restricted stock and DSUs of the Company held immediately prior to his termination date that would have vested if his employment continued for one year (two years in the case of Mr. Ewert) after the termination date shall vest. Restrictions on any performance units (or performance-based DSUs) held immediately prior to the date of termination shall lapse, if at all, in accordance with the terms of the relevant performance unit award agreement.

Health Coverage Upon Termination

        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;

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provided, however, that such benefits shall be reduced (A) to the extent health benefits are received by him, his spouse or any eligible dependent from any other person during such period or he obtains other employment that offers participation in a health insurance plan providing substantially similar benefits during such period, or (B) Mr. Ewert violates the restrictive covenants in the employment agreement.

        If Mr. Kimmins or Mr. Thorn'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 him for good reason, we shall pay his 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 him, his spouse or any eligible dependent from any other person during such period and he will be required to use any medical insurance provided by a new employer, if available, during such 18-month period.

Summary Table

        The following table summarizes the potential payments each of Mr. Ewert, Mr. Kimmins and Mr. Thorn would have received in the event their employment with the Company occurred on January 30, 2016 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.

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

    1,522,208   221,647   1,743,855  

w/o Cause or for Good Reason

  5,000,000   910,481   197,900   6,108,381  

Jon W. Kimmins

   
 
   
 
   
 
   
 
 

for Cause or w/o Good Reason

                 

death or disability

        399,729     24,049     423,778  

w/o Cause or for Good Reason

    1,375,000     104,443     24,049     1,503,492  

Bruce K. Thorn

 

 

 


 

 


 

 


 
 

for Cause or w/o Good Reason

         

death or disability

  243,750   164,451   20,078   428,279  

w/o Cause or for Good Reason

  1,381,250   25,789   20,078   1,427,117  

(1)
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 30, 2016. 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 and Mr. Thorn), but is shown in the aggregate and not as a discounted present value. 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, Mr. Kimmins is entitled to receive his full target bonus plus an additional amount equal to his full target bonus and Mr. Thorn is entitled to receive a pro rata portion of his earned bonus for the year in which he is terminated plus an additional amount equal to his full target bonus.
(2)
Includes realized value based on the closing sales price of $13.71 for our common stock on January 29, 2016 (the last trading day of the fiscal year ended January 30, 2016). 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 and Mr. Thorn's termination date, 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 or Mr. Thorn's termination, we will pay their COBRA health premiums for a period of 18-months following their termination.
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(4)
Does not include amounts earned or benefits accumulated due to continued service through January 30, 2016; Mr. Ewert, Mr. Kimmins and Mr. Thorn are not entitled to receive any excise tax gross up in connection with any of their respective termination payments.


PROPOSAL 5:
APPROVAL, ON AN ADVISORY BASIS,
OF THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS

        The Company is asking you to approve the compensation of our Named Executive Officers as described in the Executive Compensation section of this proxy statement. We encourage you to read our Compensation Discussion and Analysis on pages 40-55 for the details of our executive compensation program. While the Board of Directors and its Compensation Committee will carefully consider the shareholder vote, the final vote is advisory in nature and will not be binding on the Board or the Company. However, our Board of Directors values the opinions of our shareholders and, to the extent that there is 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.

        The Company has long demonstrated its commitment to sound executive compensation practices and corporate governance