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): June 17, 2014
The Mens Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
Texas |
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1-16097 |
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74-1790172 |
6380 Rogerdale Road |
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77072 |
281-776-7000
(Registrants 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of June 17, 2014, Brian T. Vaclavik, Vice President - Finance and Accounting of The Mens Wearhouse, Inc. (the Company), became Senior Vice President, Chief Accounting Officer and Principal Accounting Officer of the Company. Mr. Vaclavik, age 47, joined the Company in January 2000 as Assistant Controller. In April 2005, he was promoted to Corporate Controller; in April 2006, he was named Associate Vice President and Corporate Controller; in April 2007, he was promoted to Vice President and Corporate Controller; and, in December 2012, he was named Vice President Finance & Accounting.
In connection with his appointment as Chief Accounting Officer, Mr. Vaclavik will receive (1) an increase in annual base salary to $265,000 and (2) an increase in his potential annual incentive bonus to up to $100,000 pursuant to the Companys performance-based annual cash bonus program. In addition, the Company entered into a Change in Control Agreement with Mr. Vaclavik, consistent with the form of agreement filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2009.
Additionally, Kelly M. Dilts, who has served as Senior Vice President and Chief Accounting Officer and Principal Accounting Officer of the Company since August 1, 2012, will continue with the Company as Senior Vice President Finance, leading its internal investor relations function and providing strategic leadership for various departments within the Finance and Accounting group.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 18, 2014, the Company held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the following matters:
1. the election of eight 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. the approval, on an advisory basis, of the Companys named executive officer compensation; and
3. the ratification of the appointment of the firm Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2014.
(b) The eight nominees of the Board of Directors of the Company were elected at the meeting, and, with respect to (i) the approval, on an advisory basis, of the Companys named executive officer compensation and (ii) the ratification of the appointment of Deloitte & Touche LLP, 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 matter were as follows:
Proposal 1 Election of Directors:
Nominee |
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Shares Voted For |
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Shares Withheld |
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Broker Non-Votes |
|
David H. Edwab |
|
42,352,639 |
|
1,028,834 |
|
1,568,813 |
|
Douglas S. Ewert |
|
42,421,780 |
|
959,693 |
|
1,568,813 |
|
Rinaldo S. Brutoco |
|
42,119,138 |
|
1,262,335 |
|
1,568,813 |
|
Sheldon I. Stein |
|
42,119,300 |
|
1,262,173 |
|
1,568,813 |
|
William B. Sechrest |
|
42,464,322 |
|
917,151 |
|
1,568,813 |
|
Grace Nichols |
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42,464,102 |
|
917,371 |
|
1,568,813 |
|
Allen I. Questrom |
|
42,466,777 |
|
914,696 |
|
1,568,813 |
|
B. Michael Becker |
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42,465,849 |
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915,624 |
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1,568,813 |
|
Proposal 2 Approval, on an advisory basis, of the Companys named executive officer compensation:
Shares Voted For |
|
Shares Voted Against |
|
Abstentions |
|
Broker Non-Votes |
|
41,902,445 |
|
1,460,891 |
|
18,137 |
|
1,568,813 |
|
Proposal 3 Ratification of independent registered public accounting firm:
Shares Voted For |
|
Shares Voted Against |
|
Abstentions |
|
43,999,725 |
|
939,393 |
|
11,168 |
|
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: June 19, 2014
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THE MENS WEARHOUSE, INC. | |
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| |
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| |
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By: |
/s/ BRIAN T. VACLAVIK |
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Brian T. Vaclavik |
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Senior Vice President and Chief Accounting Officer |