EQUITY AND SHARE-BASED COMPENSATION PLANS
|12 Months Ended|
Jan. 28, 2017
|EQUITY AND SHARE-BASED COMPENSATION PLANS|
|EQUITY AND SHARE-BASED COMPENSATION PLANS||
13. EQUITY AND SHARE‑BASED COMPENSATION PLANS
Our Board is authorized to issue up to 2,000,000 shares of preferred stock and to determine the dividend rights and terms, redemption rights and terms, liquidation preferences, conversion rights, voting rights and sinking fund provisions of those shares without any further vote or act by Company shareholders. There was no issued preferred stock as of January 28, 2017 and January 30, 2016, respectively.
In June 2016, our shareholders approved the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the “2016 LTIP”), which will be used for equity grants after June 2016. The 2016 LTIP provides for an aggregate of up to 6,400,000 shares of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards may be granted to full‑time key employees and to non‑employee directors of the Company.
In addition, we continue to administer the 2004 Long-Term Incentive Plan (the “2004 LTIP”), the 1996 Long‑Term Incentive Plan (“1996 Plan”) and the Non‑Employee Director Stock Option Plan (“Director Plan”) as a result of awards which remain outstanding pursuant to such plans. Awards are no longer available for grant under the 2004 LTIP, 1996 Plan and the Director Plan.
Options granted under these plans vest annually in varying increments over a period from one to ten years and must be exercised within ten years of the date of grant. Grants of deferred stock units, performance units or restricted stock generally vest over a period from one to three years; however, certain grants vest annually at varying increments over a period up to ten years.
As of January 28, 2017, 5,897,273 shares were available for grant under the 2016 LTIP and 8,677,876 shares of common stock were reserved for future issuance under the existing plans.
Non‑Vested Deferred Stock Units, Performance Units and Restricted Stock Shares
The following table summarizes the activity of time-based and performance-based (collectively, “DSUs”) awards during fiscal 2016:
The following table summarizes additional information about DSUs:
The fair value of shares vested was $11.1 million, $10.2 million and $13.8 million in fiscal 2016, 2015 and 2014, respectively. As of January 28, 2017, the intrinsic value of non‑vested DSUs was $31.6 million.
For grants of DSUs issued on or after April 3, 2013, dividend equivalents, if any, will be accrued during the vesting period for such DSU awards and paid out only upon vesting of the underlying DSUs. As such, grants of DSU awards on or after April 3, 2013 earn dividends throughout the vesting period which are subject to the same vesting terms as the underlying share award. Grants of DSUs generally vest over a period of three years. DSU awards granted prior to April 3, 2013 are entitled to receive non-forfeitable dividend equivalents, if any, when and if paid to shareholders of record at the payment date. Included in the non‑vested time‑based awards as of January 28, 2017 are 11,288 DSUs granted prior to April 3, 2013.
Of the 448,620 performance-based DSUs granted in 2016, 258,168 represent a contingent right to earn shares of common stock, subject to the achievement of a Company-specific performance target for fiscal 2016-2017. The remaining 190,452 represent a contingent right to receive one share of common stock, subject to the achievement of a Company-specific performance target for fiscal 2017. Assuming the performance targets are achieved, 50% of the award will vest on the two year anniversary of the grant date and the remaining 50% of the award will vest on the three year anniversary of the grant date.
Performance-based DSUs that are unvested at the end of the performance period will lapse and be forfeited. The performance-based DSUs earn dividends throughout the vesting period that are subject to the same vesting terms as the underlying awards.
The following table summarizes activity of restricted stock during fiscal 2016:
Restricted stock awards receive non-forfeitable dividends when and if paid to shareholders of record at the payment date.
The following table summarizes additional information about restricted stock:
As of January 28, 2017, the intrinsic value of non‑vested restricted stock shares was $0.7 million.
As of January 28, 2017, we have unrecognized compensation expense related to non‑vested DSUs and shares of restricted stock of approximately $22.7 million which is expected to be recognized over a weighted‑average period of 1.6 years.
The following table summarizes the activity of stock options during fiscal 2016:
The weighted‑average grant date fair value of stock options granted during fiscal 2016, 2015 and 2014 was $5.18, $18.63 and $16.82, respectively. The fair value of options is estimated on the date of grant using the Black‑Scholes option pricing model using the following weighted‑average assumptions:
The risk‑free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. The expected volatility is based on historical volatility of our common stock. The total intrinsic value of options exercised during fiscal 2016, 2015 and 2014 was $0.1 million, $0.5 million and $4.4 million, respectively. As of January 28, 2017, we have unrecognized compensation expense related to non‑vested stock options of approximately $3.4 million which is expected to be recognized over a weighted‑average period of 1.3 years.
Disclosures related to shareholders' equity, including shareholder rights plans, preferred stock and share-based compensation plans.
No definition available.