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.     )

 

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

THE MEN’S WEARHOUSE, INC.

(Name of Registrant as Specified In Its Charter)

 

 

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

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on July 1, 2015.

 

 

THE MEN’S WEARHOUSE, INC.

 

Meeting Information

 

Meeting Type:              Annual Meeting

 

For holders as of:        May 6, 2015

 

Date:   July 1, 2015       Time:  11:00 AM PDT

 

Location:  The Company’s Executive Offices

6100 Stevenson Blvd.

Fremont, CA 94538

 

 

 

 

 

THE MEN’S WEARHOUSE, INC.

6380 ROGERDALE RD.

HOUSTON, TX 77072

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares.  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

 

M93574-P66957

 



 

——   Before You Vote   ——

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE                         PROXY STATEMENT                2014 ANNUAL REPORT ON FORM 10-K

 

How to View Online:

Have the information that is printed in the box marked by the arrow        XXXX XXXX XXXX XXXX(located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please make your request for a copy as instructed below on or before June 17, 2015 to facilitate timely delivery. Please choose one of the following methods to make your request:

1) BY INTERNET:       www.proxyvote.com

2) BY TELEPHONE:   1-800-579-1639

3) BY E-MAIL*:               sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked

 

by the arrow                        XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

 

 

——   How To Vote   ——

Please Choose One of the Following Voting Methods

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com.  Have the information that is printed in the box marked by the arrow           XXXX XXXX XXXX XXXX   available and follow the instructions.

 

Vote By Phone:  To vote by phone, go to www.proxyvote.com where the proxy materials and telephone voting instructions are available. You may also request a paper copy of the proxy materials and telephone voting instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 

 

M93575-P66957

 



 

Voting Items

 

 

The Board of Directors recommends you vote FOR

the eight nominees named below:

 

1.

Election of Directors

 

 

 

 Nominees:

 

 

 

 01)    William B. Sechrest

05)    Sheldon I. Stein

 

 

 02)    David H. Edwab

06)    Grace Nichols

 

 

 03)    Douglas S. Ewert

07)    Allen I. Questrom

 

 

 04)    Rinaldo S. Brutoco

08)    B. Michael Becker

 

 

The Board of Directors recommends you vote FOR the following proposals:

 

2.

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

 

 

3.

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

 

 

4.

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

 

5.

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

 

 

6.

In their discretion, the above-named proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

 

 

M93576-P66957