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): April 5, 2020
Tailored Brands, Inc.
(Exact name of registrant as specified in its charter)
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Texas | | 1-16097 | | 47-4908760 |
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6380 Rogerdale Road | | 77072 |
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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading | | Name of each exchange on which registered |
Common Stock, par value $.01 per share | | TLRD | | New York Stock Exchange |
Preferred Stock Purchase Rights | | | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 5, 2020, David H. Edwab tendered his resignation as Vice Chairman of the Board and director of Tailored Brands, Inc. (the “Company”) effective immediately. In addition, Sheldon I. Stein resigned as a director of the Company effective April 8, 2020. Mr. Edwab’s and Mr. Stein’s resignations were each for personal reasons and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
As a result of these resignations and in accordance with the provisions of the Company’s Amended and Restated Bylaws, effective as of April 8, 2020, the Board of Directors set the size of the Board at six.
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:April 8, 2020
| TAILORED BRANDS, INC. | |
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| By: | /s/ Jack P. Calandra |
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| Executive Vice President, Chief Financial Officer and Treasurer |