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.

(c)On March27, 2019, the Board of Directors (the “Board”) of Tailored Brands,Inc. (the “Company”) appointed Dinesh Lathias the Company’s President and Chief Executive Officer, effective immediately. Mr.Lathi, 48, has served as Executive Chairman of the Company since August2018 and has been a member of the Board since March2016. Mr.Lathi’s biographical information and business experience are included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May10, 2018, and those descriptions are incorporated herein by reference.

There is no arrangement or understanding between Mr.Lathi and any other persons to which he was selected as an officer. Neither Mr.Lathi nor any related person of Mr.Lathi has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party nor is Mr.Lathi related to any of the executive officers or directors of the Company.

Mr.Lathi’s initial base salary is $1,000,000. Mr.Lathi’s current annual bonus opportunity of $1,000,000 will remain in effect through June30, 2019 and will be prorated to reflect the nine months of the performance period that has lapsed since his October1, 2018 start date. Effective June30, 2019, Mr.Lathi will become eligible for an annual bonus under the Company’s Annual Cash Incentive Plan with a target of 50% of his base salary with a payout ranging from 0% to 150% of his target. Mr.Lathi will be awarded an equity grant in June2019 with a fair market value of $5,500,000. The components of the equity grant (stock options, deferred stock units and performance units) will be determined by the Compensation Committee at the time of grant. On the date Mr.Lathi’s June2019 equity award is granted, a prorated number of shares from Mr.Lathi’s October1, 2018 grant of deferred stock units will vest. The number of shares to vest will be based on the elapsed time beginning October1, 2018 through the date of Mr.Lathi’s June2019 grant. Any dividends accrued will be paid on the shares that vest at this time. Any remaining shares that did not vest from Mr.Lathi’s October1, 2018 grant will be forfeited.

Mr.Lathi will also participate in the Company’s Senior Executive Change in Control Severance Plan.

In addition, the Board appointed Theo Killion as Chairman of the Board, effective immediately. Mr.Killion’s biographical information and business experience are included in the Company’s definitive proxy statement filed with the SEC on May10, 2018, and those descriptions are incorporated herein by reference. Mr.Killion will be compensated in accordance with the Company’s director compensation policies as described in the Company’s definitive proxy statement filed with the SEC on May10, 2018.

The Company is currently finalizing Mr.Lathi’s letter agreement, including severance and other provisions, and will disclose the agreement and any material changes to the aforementioned discussion in an amendment to this Form8-K following its completion.