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

ME Staff 8-k

6 years ago

Tailored Brands,Inc. (NYSE:TLRD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June21, 2018, the shareholders of Tailored Brands,Inc. (the “Company”) adopted the Amended and Restated Tailored Brands,Inc. Employee Stock Purchase Plan (the Company’s Employee Stock Purchase Plan, 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 June21, 2018, 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 Company’s Board of Directors for the coming year;

2. the ratification of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018;

3. approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

4. adoption of the Amended and Restated Tailored Brands,Inc. Employee Stock Purchase Plan.

(b) The nine nominees to the Board of Directors of the Company were elected at the meeting and proposals 2, 3 and 4 each received the affirmative votes required for approval.

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	40,857,906	369,026	4,950,542
David H. Edwab	40,263,743	963,189	4,950,542
Douglas S. Ewert	40,903,011	323,921	4,950,542
Irene Chang Britt	40,660,475	566,457	4,950,542
Rinaldo S. Brutoco	40,484,561	742,371	4,950,542
Sue Gove	40,987,025	239,907	4,950,542
Theo Killion	40,899,641	327,291	4,950,542
Grace Nichols	41,049,585	177,347	4,950,542
Sheldon I. Stein	40,727,937	498,995	4,950,542

Proposal 2 — Ratification of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018:

SharesVotedFor	SharesVotedAgainst	Abstentions
45,225,018	870,713	81,743

Proposal 3 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

SharesVotedFor	SharesVotedAgainst	Abstentions	BrokerNon-Votes
36,437,039	4,662,589	127,304	4,950,542

Proposal 4 — Adoption of the Amended and Restated Tailored Brands,Inc. Employee Stock Purchase Plan:

SharesVotedFor	SharesVotedAgainst	Abstentions	BrokerNon-Votes
40,666,583	463,460	96,889	4,950,542

Item 8.01 Other Events.

On June25, 2018, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.18 per share on the Company’s common stock, payable on September28, 2018 to shareholders of record at the close of business on September18, 2018.

Item 9.01 Financial Statements and Exhibits.

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

Number	Description
10.1	Amended and Restated Tailored Brands,Inc. Employee Stock Purchase Plan (incorporated by reference from Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2018 Annual Meeting of Shareholders of the Company filed with the Commission on May10, 2018 (File No.1-16097).
99.1	Press Release of the Company dated June25, 2018 (filed herewith).

TAILORED BRANDS INC ExhibitEX-99.1 2 a18-15292_4ex99d1.htm EX-99.1 Exhibit 99.1 News Release Contact: Investor Relations (281) 776-7575 ir@tailoredbrands.com Julie MacMedan,…To view the full exhibit click here
About Tailored Brands,Inc. (NYSE:TLRD)
Tailored Brands, Inc. is a holding company of The Men’s Wearhouse, Inc. The Company is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, business casual, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo and suit rental product. It operates through two segments: Retail and Corporate Apparel. The Retail segment includes over four retail merchandising brands: Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A. Bank, Moores, and K&G. Specialty apparel merchandise offered by its retail merchandising concepts include suits, suit separates, sport coats, business casual, sportswear, outerwear, dress shirts, shoes and accessories for men. Women’s career apparel, sportswear and accessories, such as shoes and children’s apparel, are offered at its K&G stores. The Corporate Apparel segment includes corporate apparel and uniform operations conducted by Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.