Tailored Brands,Inc.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

21

Tailored Brands,Inc.Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On June15, 2017, the shareholders of Tailored Brands,Inc. (the
Company) adopted an amendment to the Tailored Brands,Inc. 2016
Long-Term Incentive Plan (the Companys 2016 Long-Term Incentive
Plan, as amended, being referred to herein as the Amended Plan).
A copy of the Amended Plan is filed herewith as Exhibit10.1 and
incorporated herein by reference.

Item 5.07 Submission of Matters to a
Vote of Security Holders.

(a) On June15, 2017, the Company held its Annual Meeting of
Shareholders. At the meeting, the shareholders voted on the
following proposals:

1. the election of nine directors to the Companys Board of
Directors for the coming year;

2. adoption of an amendment to the Tailored Brands,Inc. 2016
Long-Term Incentive Plan and reapproval of the material terms of
the performance goals;

3. approval, on an advisory basis, of the compensation of the
Companys named executive officers;

4. approval, on an advisory basis, of the frequency of holding
future advisory votes to approve the compensation of the Companys
named executive officers, and

5. the ratification of Deloitte Touche LLP as the Companys
independent registered public accounting firm for fiscal 2017.

(b) The nine nominees of the Board of Directors of the Company
were elected at the meeting, proposals 2, 3 and 5 each received
the affirmative votes required for approval and the largest
percentage of shares voted indicated one year as the preferred
frequency for proposal 4.

The number of shares voted for, against and withheld, as well as
the number of broker non-votes and abstentions, as the case may
be, as to each proposal were as follows:


Proposal 1 Election of Directors:

Nominee

SharesVotedFor

SharesWithheld

BrokerNon-Votes

Dinesh S. Lathi

39,053,465

507,498

6,100,252

David H. Edwab

39,025,033

535,930

6,100,252

Douglas S. Ewert

39,053,126

507,837

6,100,252

Irene Chang Britt

39,063,618

497,345

6,100,252

Rinaldo S. Brutoco

38,932,468

628,495

6,100,252

Theo Killion

39,275,341

285,622

6,100,252

Grace Nichols

38,837,292

723,671

6,100,252

William B. Sechrest

38,868,392

692,571

6,100,252

Sheldon I. Stein

39,017,544

543,419

6,100,252

Proposal 2 Adoption of an amendment to the Tailored Brands,Inc.
2016 Long-Term Incentive Plan and reapproval of the material
terms of the performance goals:

SharesVotedFor

SharesVotedAgainst

Abstentions

BrokerNon-Votes

30,190,262

9,292,933

77,768

6,100,252

Proposal 3 Approval, on an advisory basis, of the compensation
of the Companys named executive officers:

SharesVotedFor

SharesVotedAgainst

Abstentions

BrokerNon-Votes

35,093,612

4,416,012

51,339

6,100,252

Proposal 4 Approval, on an advisory basis, of the frequency of
holding future advisory votes to approve the compensation of
the Companys named executive officers:

1Year

2Years

3Years

Abstentions

34,448,365

146,228

4,923,994

42,376


Proposal 5 Ratification of Deloitte Touche LLP as the Companys
independent registered public accounting firm for fiscal 2017:

SharesVotedFor

SharesVotedAgainst

Abstentions

44,595,240

1,024,995

40,980

(d) A majority of the votes cast by the shareholders voted, on
an advisory basis, to hold an annual advisory vote to approve
the compensation of the Companys named executive officers,
which was consistent with the Board of Directors recommendation
included in the Companys proxy statement. As a result, the
Board of Directors of the Company has decided that the Company
will include an advisory vote on executive compensation in its
proxy materials every year until the next required advisory
vote on the frequency of holding future advisory votes to
approve the compensation of the Companys named executive
officers, which will occur no later than the Companys Annual
Meeting of Shareholders in 2023.

Item 8.01 Other Events.

On June16, 2017, the Company issued a press release announcing
that its Board of Directors declared a quarterly cash dividend
of $0.18 per share on the Companys common stock, payable on
September22, 2017 to shareholders of record at the close of
business on September12, 2017.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits. The following exhibits are included in
this Form8-K:

Number

Description

10.1

Tailored Brands,Inc. 2016 Long-Term Incentive Plan, as
amended (incorporated by reference from Appendix A to the
Companys proxy statement on Schedule 14A relating to the
2017 Annual Meeting of Shareholders of the Company filed
with the Commission on May4, 2017 (File No.1-16097).

99.1

Press Release of the Company dated June16, 2017 (filed
herewith).




TAILORED BRANDS INC Exhibit
EX-99.1 2 a17-15334_1ex99d1.htm EX-99.1 Exhibit 99.1     News Release   Contact: Investor Relations (281) 776-7575 [email protected] Julie MacMedan,…
To view the full exhibit click here

An ad to help with our costs