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

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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
Item 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 Exhibit
EX-99.1 2 a18-15292_4ex99d1.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

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.