Washington, D.C. 20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2020

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class


Name of each exchange on which registered

Common Stock, par value $.01 per share


New York Stock Exchange

Preferred Stock Purchase Rights


New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2020, Tailored Brands, Inc. (the "Company") implemented a new incentive compensation program for its named executive officers for the balance of its 2020 fiscal year that replaces the Company’s normal incentive compensation programs. Participants in the program will have the opportunity to earn a fixed dollar amount based on specified employment-related and performance incentive-related conditions.  The target incentive compensation for the Company’s President and Chief Executive Officer is $1,767,375; for the Chief Customer Officer is $712,500; for the Executive Vice President, Chief Technology Officer is $425,000 and for the Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary is $371,250.  For each of the named executive officers other than the President and Chief Executive Officer this represents 50% of such executive’s planned target incentive compensation (target bonus plus target long term incentive grant) for the Company’s 2020 fiscal year, and for the President and Chief Executive Officer this represents 27% of his target incentive compensation for the same period.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:July 30, 2020






/s/ John Vazquez



Vice President – Financial Reporting and Treasury