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  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

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Preliminary Proxy Statement

o

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

o

Definitive Proxy Statement

x

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):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

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(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)

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(5)

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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.

 

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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 June 16, 2016

 

 

 

 

Meeting Information

 

TAILORED BRANDS INC

 

Meeting Type: Annual Meeting

 

 

 

For holders as of: April 19, 2016

 

 

 

 

 

 

 

Date: June 16, 2016

          Time:  11:00 AM PDT

 

 

 

 

 

 

 

Location:

The Company’s Executive Offices

 

 

 

 

 

 

TAILORED BRANDS, INC.

6380 ROGERDALE RD.

HOUSTON, TX 77072

 

 

 

 

6100 Stevenson Blvd.

 

 

 

Fremont, CA 94538

 

 

 

 

 

 

 

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

 

 

 

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.

 

 



 

—– Before You Vote —–

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

 

 

 

 

1. Notice & Proxy Statement       2. Annual Report on Form 10-K

 

 

 

 

 

How to View Online:

 

 

Have the information that is printed in the box marked by the arrow            (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 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            (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. Please make the request as instructed above on or before June 02, 2016 to facilitate timely delivery.

.

 

 

 

—– 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            available and follow the instructions.

 

 

 

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

 

 

 



 

Voting items

 

The Board of Directors recommends you vote
FOR the following:

 

 

 

 

1.  Election of Directors

 

         Nominees

 

 

 

 

 

 

 

 

 

 

 

01 William B. Sechrest

02 David H. Edwab

03 Douglas S. Ewert

04 B. Michael Becker

05

Irene Chang Britt

 

 

 

 

 

 

06 Rinaldo S. Brutoco

07 Dinesh S. Lathi

08 Grace Nichols

09 Allen I. Questrom

10

Sheldon I. Stein

 

The Board of Directors recommends you vote FOR proposals 2 through 6.

 

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

 

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

 

4.  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

 

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

 

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

 

NOTE: 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.