UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2013
The Men’s Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
Texas |
| 1-16097 |
| 74-1790172 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer Identification No.) |
6380 Rogerdale Road |
|
|
Houston, Texas |
| 77072 |
(Address of principal executive offices) |
| (Zip Code) |
281-776-7000
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On September 10, 2013, the Company held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the following matters:
1. the election of nine directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified;
2. a proposal to amend the Company’s 2004 Long-Term Incentive Plan to extend the plan’s termination date from March 29, 2014 to March 29, 2024;
3. a proposal regarding annual sustainability reporting by the Company;
4. the approval, on an advisory basis, of the Company’s executive compensation; and
5. the ratification of the appointment of the firm Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2013.
(b) The nine nominees of the Board of Directors of the Company were elected at the meeting, and, with respect to (i) the proposal to amend the Company’s 2004 Long-Term Incentive Plan to extend the plan’s termination date to March 29, 2024, (ii) the approval, on an advisory basis, of the Company’s executive compensation and (iii) ratification of the appointment of Deloitte & Touche LLP, each received the affirmative votes required for approval. The proposal regarding annual sustainability reporting by the Company did not receive 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 matter were as follows:
Proposal 1 — Election of Directors:
Nominee |
| Shares Voted For |
| Shares Withheld |
| Broker Non-Votes |
|
David H. Edwab |
| 42,661,004 |
| 765,502 |
| 2,055,123 |
|
Douglas S. Ewert |
| 42,969,397 |
| 457,109 |
| 2,055,123 |
|
Rinaldo S. Brutoco |
| 42,698,759 |
| 727,747 |
| 2,055,123 |
|
Michael L. Ray, Ph.D. |
| 42,699,455 |
| 727,051 |
| 2,055,123 |
|
Sheldon I. Stein |
| 42,330,149 |
| 1,096,357 |
| 2,055,123 |
|
Deepak Chopra, M.D. |
| 43,013,457 |
| 413,049 |
| 2,055,123 |
|
William B. Sechrest |
| 42,317,023 |
| 1,109,483 |
| 2,055,123 |
|
Grace Nichols |
| 42,516,872 |
| 909,634 |
| 2,055,123 |
|
Allen I. Questrom |
| 43,047,593 |
| 378,913 |
| 2,055,123 |
|
Proposal 2 — Amendment to the Company’s 2004 Long-Term Incentive Plan to extend the plan’s termination date to March 29, 2024:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
| Broker Non-Votes |
|
42,025,594 |
| 1,078,160 |
| 322,752 |
| 2,055,123 |
|
Proposal 3 — Annual sustainability reporting by the Company:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
| Broker Non-Votes |
|
13,213,357 |
| 25,273,189 |
| 4,939,960 |
| 2,055,123 |
|
Proposal 4 — Approval, on an advisory basis, of the Company’s executive compensation:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
| Broker Non-Votes |
|
42,161,011 |
| 915,946 |
| 349,549 |
| 2,055,123 |
|
Proposal 5 — Ratification of independent registered public accounting firm:
Shares Voted For |
| Shares Voted Against |
| Abstentions |
|
44,808,618 |
| 584,071 |
| 88,940 |
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is included in this Form 8-K:
Exhibit |
|
|
Number |
| Description |
|
|
|
10.1 |
| Third Amendment to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan. |
SIGNATURES
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: September 10, 2013
| THE MEN’S WEARHOUSE, INC. | |
|
| |
|
| |
| By: | /s/ KELLY M. DILTS |
|
| Kelly M. Dilts |
| Senior Vice President and Chief Accounting Officer | |