Definitive Proxy Statement

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Additional Materials

Soliciting Material Pursuant to
§ 240.14a-11(c) or § 240.14a-12

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

HARTMARX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO

NOTICE

ANNUAL MEETING OF STOCKHOLDERS OF HARTMARX CORPORATION

TO BE HELD APRIL 13, 2005

To the Stockholders of HARTMARX CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of HARTMARX CORPORATION (the “Company”) will be held at The Peninsula New York Hotel, The Gramercy Room, Third Floor, 700 Fifth Avenue at 55th Street, New York, New York 10019, on Wednesday, April 13, 2005, at 11:00 A.M., local time, for the following purposes:

(1)

To elect Directors of the Company.

(2)

To consider ratifying the appointment of independent auditors.

(3)

To transact such other business as may properly come before the meeting.

The Board of Directors has fixed February 14, 2005 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

In order that the shares of the Company may be represented as fully as possible at the Annual Meeting, every stockholder is requested to vote, date, sign and mail the enclosed Proxy, as early as practicable, in the accompanying postage-paid envelope addressed to Proxy Services, c/o EquiServe Trust Company, N.A., P.O. Box 8078, Edison, NJ 08818-9350. If you also attend the Annual Meeting, you will have the opportunity to vote your shares in person instead of having the Proxy counted.

A complete list of the stockholders entitled to vote at the Annual Meeting, showing the address and number of shares registered in the name of each stockholder, may be examined by any stockholder, for any purpose germane to the meeting, during regular business hours between April 1, 2005 and April 11, 2005, at the office of Mrs. Kay C. Nalbach, Assistant Secretary of the Company, 101 North Wacker Drive, Chicago, Illinois 60606.

A Proxy Statement with respect to the Annual Meeting is attached hereto. The Annual Report to Stockholders and the Annual Report on Form 10-K for the fiscal year ended November 30, 2004 are enclosed herewith.


		By Order of the Board of Directors



		TARAS R. PROCZKO, Secretary

Chicago, Illinois

February

24, 2005

LOGO

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS OF HARTMARX CORPORATION

TO BE HELD APRIL 13, 2005

The common stock, par value $2.50 (“Common Stock”), of HARTMARX CORPORATION (the “Company”) is the only security entitled to vote at the meeting. On February 14, 2005, the record date for determining the stockholders entitled to vote at the meeting, the Company had 36,107,462 shares of Common Stock outstanding and eligible to vote, each share entitled to one vote, held by approximately 3,470 stockholders of record. All shares represented by valid Proxies received pursuant to this solicitation will be voted, if the Proxies are not revoked prior thereto. Any stockholder may revoke a Proxy at any time prior to the voting by delivering to the Company’s Secretary a signed notice specifying the number of shares and clearly identifying the Proxy to be revoked or by attending the Annual Meeting and voting in person by written ballot. The Company’s principal executive offices are located at 101 North Wacker Drive, Chicago, Illinois 60606, telephone 312/372-6300.

The enclosed Proxy is solicited by the Company’s Board of Directors (the “Board”). The cost of preparing and mailing the proxy material will be paid by the Company. The approximate mailing date for this material is February 25, 2005. The Company will, upon request, reimburse brokers, banks and trust companies for the costs incurred in mailing the proxy material to their customers who are beneficial owners of Common Stock registered in the names of such brokers, banks and trust companies or their nominees. In addition to solicitation by mail, officers and regular employees of the Company may solicit Proxies by telephone, telecopier or in person, but will receive no additional compensation for such activities.

Votes cast by proxy or in person at the meeting will be tabulated by the inspectors of election appointed by the Board for the meeting. Abstentions and broker non-votes are each included in the determination of shares present and voting for purposes of determining whether a quorum is present.

ITEM (1)—ELECTION OF DIRECTORS

Votes will be cast pursuant to authority granted by the enclosed Proxy for the election of the nine nominees named below as directors of the Company. The vote of a plurality of the votes cast at the meeting is necessary for the election of a director. Abstentions will not be counted as votes cast and will have no effect on the result of the vote. Each elected director’s term of office will be one year or until a successor is duly elected and qualified. In the event any of these nominees becomes unavailable for election for any reason, votes will be cast pursuant to authority granted by the enclosed Proxy for such persons as may be designated by the Board.

INFORMATION ABOUT NOMINEES FOR DIRECTORS

The information shown below includes the principal business affiliations of each nominee for the past five years. The Company’s Corporate Governance Guidelines require that the Board review annually the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). As a result of this review, based on the relationships that each director has with the Company, the Board of Directors has affirmatively determined that each of the nominees, excluding Mr. Hand and Mr. Patel, Chairman, President and Chief Executive Officer of the Company, has no material relationship with the Company and is an “independent director” under the New York Stock Exchange listing standards.


		*MICHAEL F. ANTHONY,* 49—Director since 2003 Mr. Anthony is chairman, president and chief executive officer of Brookstone, Inc., a specialty retailer of health and fitness, home and office, travel and auto, and outdoor living products. From 1995 until 1999, he served as president and chief executive officer. He also serves as a director of Omnia Corporation, which is a manufacturer and marketer of licensed stained glass reproductions, and serves as a director of Citizens Bank New Hampshire, a New Hampshire state chartered bank.

		*JEFFREY A. COLE,* 63—Director since 1990 Mr. Cole is president of Cole Limited, a business consulting firm. From 1984 to 2004, he served as chairman, chief executive officer and director of Cole National Corporation, one of the world’s largest optical retailers. He is a member of the supervisory Board of Directors of Pearle Europe, B.V., the leading optical retailer in Europe.

		*JAMES P. DOLLIVE,* 53—Director since 2003 Mr. Dollive is executive vice president and chief financial officer of Kraft Foods Inc., the second largest branded food company in the world. From 2001 until January 2004, he served as senior vice president and chief financial officer, and from 1998 until 2001, he served as senior vice president, finance and information systems of Kraft Foods North America.

		*RAYMOND F. FARLEY,* 80—Director since 1981 Mr. Farley is retired as president and chief executive officer of S. C. Johnson & Son, Inc. He is also a director of Cantilever Technologies, LLC and serves on the Board of Trustees of Northwestern University.


		*ELBERT O. HAND,* 65—Director since 1984 Mr. Hand served as chairman of HARTMARX CORPORATION from 1992 until his retirement in June 2004. From 1992 until 2002, he served as chairman and chief executive officer. He served as a director of Austin Reed PLC, London, England, from 1995 until 2002, and continues to serve as an advisor to the Board of Austin Reed PLC. Since 2002, he has served as a director of Arthur J. Gallagher & Co., an international insurance brokerage and risk management services firm.

		*DIPAK C. JAIN,* 47—Director since 2002 Mr. Jain is Dean of the J. L. Kellogg School of Management and Sandy and Morton Goldman Professor of Entrepreneurial Studies and Professor of Marketing at Northwestern University. From 1996 until 2001, he was Associate Dean for Academic Affairs at Kellogg. Since 1989, Mr. Jain has been a visiting Professor of Marketing, Sasin Graduate Institute of Business Administration, Chulalongkorn University, Bangkok. He is also a director of Deere & Company, Northern Trust Corporation, Peoples Energy Corporation, a diversified energy company, UAL Corporation and Evanston Northwestern Healthcare.

		*HOMI B. PATEL,* 55—Director since 1994 Mr. Patel was elected chairman effective July 2004, and has been president and chief executive officer of HARTMARX CORPORATION since 2002. From 1993 until 2002, he served as president and chief operating officer. He is also a director of the Amalgamated Life Insurance Co.

		*MICHAEL B. ROHLFS,* 53—Director since 1995 Mr. Rohlfs has been president and chief executive officer of Dearborn Financial, Inc., an investment advisory company, since 1995.

		*STUART L. SCOTT,* 66—Director since 1993 Prior to his retirement on December 31, 2004, Mr. Scott served as chairman of Jones Lang LaSalle Incorporated, an international real estate services firm, from 1998 until 2004. From 1992 to 2001, he was chairman and chief executive officer of LaSalle Partners Incorporated and its successor entities. Mr. Scott has been a member of the board of LaSalle Hotel Properties, a real estate investment trust, since 1998.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

IN FAVOR OF

EACH OF THE NOMINEES FOR DIRECTOR

Board of Director and Committee Meetings

The Board held five meetings in fiscal 2004, one of which was the annual meeting. All directors attended at least 75% of the meetings of the Board and committees on which they served. Board committees are reconstituted annually at the Annual Meeting of the Board immediately following the Annual Meeting of Stockholders. The Corporate Governance Guidelines for Hartmarx Corporation, adopted by the Board of Directors on August 8, 2002, set forth the Company’s policy on director attendance at Board and committee meetings. A current copy of the Corporate Governance Guidelines is available on the Company’s website at www.hartmarx.com, under the heading “Investor Relations.” A copy of the Corporate Governance Guidelines is also available in print to stockholders upon request, addressed to the Corporate Secretary at Hartmarx Corporation, 101 North Wacker Drive, Chicago, IL 60606.

The Audit and Finance Committee presently consists of Mr. Rohlfs, chairman, Mr. Anthony, Mr. Cole and Mr. Dollive, each of whom is an “independent director” under the New York Stock Exchange listing standards. It met six times in fiscal 2004. This committee maintains communications between the directors and independent auditors and assists the Board in its oversight responsibilities relating to corporate accounting, integrity of financial controls and reporting practices. Please refer to the “Report of the Audit and Finance Committee,” which begins on page 6 below. In addition, this committee oversees the Company’s investment policies and methods of financing corporate operations and employee benefits plans.

The Compensation and Stock Option Committee (the “Compensation Committee”) is currently composed of Mr. Farley, chairman, Mr. Cole, Mr. Jain and Mr. Scott, each of whom is an “independent director” under the New York Stock Exchange listing standards. It met three times in fiscal 2004. As set forth in the Charter of Scope, Responsibilities, Structure and Processes of the Compensation and Stock Option Committee of the Board of Directors of Hartmarx Corporation, adopted on January 20, 2004 (the “Compensation Committee Charter”), the Compensation Committee exercises the full powers of the Board with respect to compensation paid to executives of the Company and its subsidiaries. It also grants employee stock options and makes other determinations regarding the administration of employee stock option plans. It approves management incentive (bonus and long-term) plans, determines the standards of performance for incentive payments and performs other duties as set forth in the Compensation Committee Charter. A current copy of the Compensation Committee Charter is available on the Company’s website at www.hartmarx.com, under the heading “Investor Relations.” A copy of the Compensation Committee Charter is also available in print to stockholders upon request, addressed to the Corporate Secretary at Hartmarx Corporation, 101 North Wacker Drive, Chicago, IL 60606. Please refer to the “Report of the Compensation and Stock Option Committee,” which begins on page 15 below.

The Nominating and Governance Committee (the “Nominating Committee”) consists of Mr. Scott, chairman, Mr. Dollive and Mr. Jain, each of whom is an “independent director” under the New York Stock Exchange listing standards. This committee met once in fiscal 2004. As provided in the Charter of Scope, Responsibilities, Structure and Processes of the Nominating and Governance Committee of the Board of Directors of Hartmarx Corporation, adopted on January 20, 2005 (the “Nominating Committee Charter”), the functions of the Nominating Committee include the following:

•

assisting in identifying, recruiting and recommending to the Board individuals qualified to serve as directors of the Company;

•

reviewing the background and qualifications of individuals being considered as director candidates;

•

advising the Board with respect to matters of Board composition and procedures;

•

reviewing committee assignments and the policy with respect to the rotation of committee memberships and/or committee chairs, and reporting any recommendations to the Board;

•

developing and recommending to the Board a set of corporate governance principles for the Company; and

•

overseeing the evaluation of the Board as a whole, the committees of the Board and management.

A current copy of the Nominating Committee Charter is available on the Company’s website at www.hartmarx.com, under the heading “Investor Relations,” and is also available in print to stockholders upon request, addressed to the Corporate Secretary at Hartmarx Corporation, 101 North Wacker Drive, Chicago, IL 60606.

The Nominating Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the Nominating Committee, a stockholder must submit a recommendation in writing and must include the following information:

•

The name of the stockholder and evidence of the person’s ownership of Company stock, including the number of shares owned and the length of time of ownership; and

•

The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company, and including the candidate’s (i) age, (ii) business and residence addresses, (iii) principal occupation, (iv) a description of any arrangements or understandings between the stockholder and such nominee pursuant to which the nomination is to be made by the stockholder, (v) such other information as would be required to be included in a proxy statement soliciting proxies to elect that person as a director and (vi) the person’s consent to be named as a director if selected by the Nominating Committee and nominated by the Board.

The stockholder recommendation and information described above must be sent to the Corporate Secretary at Hartmarx Corporation, 101 North Wacker Drive, Chicago, IL 60606 and must be received by the Corporate Secretary no earlier than November 15 and no later than December 15 immediately preceding the annual meeting of stockholders.

The Nominating Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee (i) demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and (ii) have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. Nominees for director shall be selected on the basis of, among other things, broad experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties. In addition, the Nominating Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. The Nominating Committee also seeks to have the Board represent a diversity of backgrounds and experience.

The Nominating Committee identifies potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria

described above, who may be available to serve on the Board. The Nominating Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders.

Once a person has been identified by the Nominating Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, and may conduct one or more interviews with the candidate. The Company’s Chairman and CEO may also conduct an interview with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons who may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

The Executive Committee consists of all non-management directors, and with the exception of Mr. Hand, each member is an “independent director” under the New York Stock Exchange listing standards. As provided in the Company’s Corporate Governance guidelines, the “Lead Director” (who presides over Executive Committee meetings or executive sessions of the Board) is the Chairman of the Executive Committee, currently Mr. Farley.

Stockholder Communications with Directors

The Board has for many years had in place a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board (including without limitation the Lead Director, Raymond F. Farley, Chairman of the Executive Committee, or the non-management directors as a group), any Board committee or any chair of any such committee by mail. To communicate with the Board of Directors, any individual directors or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent “c/o General Counsel/Corporate Secretary” at Hartmarx Corporation, 101 North Wacker Drive, Chicago IL 60606. Alternatively, communications may be sent via e-mail addressed to leaddirector@hartmarx.com.

All communications received as set forth in the preceding paragraph will be opened by the office of the General Counsel for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.

In addition, it is Company policy that each of our directors attend the Annual Meeting. All directors standing for election were in attendance at the 2004 Annual Meeting.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

The responsibilities of the Audit and Finance Committee (the “Audit Committee”) are set forth in the Charter of Scope of Responsibilities, Structure and Processes for Audit Committee Functions, as

amended and restated by the Board of Directors effective January 20, 2004 (the “Audit Committee Charter”). Those responsibilities include providing oversight of the Company’s financial reporting process through periodic meetings with the Company’s management, independent registered public accounting firm and internal auditors to review accounting, auditing, internal controls and financial reporting matters, as set forth in the Audit Committee Charter. A current copy of the Audit Committee Charter is available on the Company’s website at www.hartmarx.com, under the heading “Investor Relations,” and is also available in print to stockholders upon request, addressed to the Corporate Secretary at Hartmarx Corporation, 101 North Wacker Drive, Chicago, IL 60606.

The Audit Committee has the ultimate authority to select the independent registered public accounting firm, evaluate their performance, approve all audit and non-audit work and approve all fees associated therewith. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal control. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, the Company’s internal audit staff and the Company’s independent registered public accounting firm.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and the Company’s independent registered public accounting firm. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America, and (ii) the report of the Company’s independent registered public accounting firm with respect to such financial statements.

The Audit Committee consists of the following members of the Company’s Board of Directors: Michael B. Rohlfs, chairman, Michael F. Anthony, Jeffrey A. Cole and James P. Dollive, each of whom is an “independent director” under the New York Stock Exchange listing standards applicable to audit committee members. The Board of Directors has determined that each member of the Audit Committee is financially literate and that Mr. Rohlfs, chairman of the Committee, and Mr. Dollive are each qualified as an audit committee financial expert. Mr. Rohlfs has served on the Audit Committee since 1996, and has served as chairman of the Audit Committee since 2001. He is a certified public accountant, with many years of experience in the practice of public and private accounting. Mr. Dollive is the executive vice president and chief financial officer of Kraft Foods Inc. and has served on the Audit Committee since May 2003.

The Audit Committee has reviewed and discussed with senior management the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004. Management has confirmed to the Audit Committee that such financial statements (i) have been prepared with integrity and objectivity and are the responsibility of management and (ii) have been prepared in conformity with accounting principles generally accepted in the United States.

The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61 (“Communication with Audit Committees”).

The Audit Committee has received from PwC a letter providing the disclosures required by Independence Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”) with respect to any relationships between PwC and the Company that in PwC’s professional judgment may reasonably be thought to bear on its independence. PwC has discussed its independence with the Audit Committee and has confirmed in such letter that, in its professional judgment, PwC is independent of the Company.

Based on the foregoing, the Audit Committee recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2004.

AUDIT AND FINANCE COMMITTEE


Michael B. Rohlfs, Chairman
Michael F. Anthony	Jeffrey A. Cole	James P. Dollive

The information contained in the foregoing Report of the Audit and Finance Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

PricewaterhouseCoopers LLP Fees and Services

Aggregate fees for professional services rendered by PwC as of and for the fiscal years ended November 30, 2004 and November 30, 2003, are set forth below. The disclosures include all services and all fees for professional services related to such fiscal year and include estimated amounts for services which have not been completed and which have not been billed and/or paid.


	2004		2003
Audit fees	$	2,389,500	$	595,000
Audit-related fees		101,284		35,081
Tax fees		217,448		22,773
All other fees		—		6,000

TOTAL	$	2,708,232	$	658,854

Audit fees for the years ended November 30, 2004 and November 30, 2003, were for professional services rendered by PwC in connection with (i) the audit of the annual financial statements set forth in the Company’s Annual Reports on Form 10-K for the respective fiscal years ended November 30, 2004 and 2003; and (ii) the review of the Company’s unaudited quarterly financial statements set forth in the Company’s Quarterly Reports on Form 10-Q for the quarters ended February 28 (or February 29, as applicable), May 31, and August 31, in fiscal years 2004 and 2003. For 2004, audit fees also include the audit of (a) management’s assessment of internal control over financial reporting and (b) the effectiveness of internal control over financial reporting, as required under Section 404 of the Sarbanes-Oxley Act of 2002, which as of the date of this Proxy Statement is in process.

Audit-related fees for the years ended November 30, 2004 and November 30, 2003, were for professional services rendered by PwC principally in connection with employee benefit plan audits and accounting consultations.

Tax fees for the years ended November 30, 2004 and November 30, 2003, were for professional services rendered by PwC principally in connection with tax compliance, including the review of tax returns, and related tax advice.

All other fees for the year ended November 30, 2003, were for professional services rendered by PwC in connection with preparation of performance graphs and tables for inclusion in the Company’s disclosure documents.

Pre-Approval of Non-Audit Services

The Audit Committee pre-approves, as required, up to an aggregate dollar amount and individual dollar amount per engagement, certain permitted non-audit services anticipated to be provided by PwC. In the event permitted non-audit service amounts exceed a threshold established by the Audit Committee, the Audit Committee chairman has the authority to approve such excess amounts. No fees were paid to PwC for non-audit, non-review or non-attest services in fiscal years 2004 or 2003 in reliance on the de minimis exception.

The Audit Committee has considered whether the provision of the non-audit services described above is compatible with maintaining the independence of PwC.

DIRECTOR COMPENSATION

For 2004, each of the directors not employed by the Company or any of its subsidiaries (“Outside Directors”) was paid a $20,000 annual retainer. Committee Chairs were paid additional annual retainer amounts as follows: Audit and Finance Committee Chair - $4,000; Compensation and Stock Option Committee Chair - $2,000; and Nominating and Governance Committee Chair - $2,000. Each Outside Director also received $1,000 for each Board meeting attended and, except as set forth below, $1,000 for each committee meeting attended. Committee meeting fees paid to members of the Audit and Finance Committee were $2,000 for each committee meeting attended; committee meeting fees paid to the Chairs of the Compensation and Stock Committee and the Nominating and Governance Committee were $2,000 for each committee meeting attended.

Each Outside Director also received a cash credit to his Deferred Director Stock Award (“DDSA”) account equal to $20,000, in lieu of a DDSA award. This DDSA cash credit earns interest at a rate equal to the average rate of interest incurred by the Company for incremental short-term borrowings during the immediately preceding calendar quarter. The interest is credited to each account quarterly. These credited amounts become payable in cash upon the director’s death, disability or termination of Board service. DDSAs consist of share units credited to an account for each Outside Director, each unit representing one share of Common Stock. Upon the director’s death, disability or termination of Board service, whole units become payable in shares of Common Stock and any fractional units become payable in cash. No Director Stock Options or DDSAs were granted in 2004.

Certain of the directors had the opportunity to defer payment of all or a portion of annual fees otherwise payable from January 1, 1986 through 1989. Deferred fees earn interest from the date of deferral at 110% of the seasoned Moody’s Corporate Bond Index rate. Upon termination of service as a director, the Company has agreed to pay such deferred fees and interest (“Deferral Account”), either in a lump sum or in installments. The deferral arrangements also provide for the Company’s payment of specified death benefits under certain circumstances. Each director who has deferred fees is an unsecured general creditor of the Company with respect to such Deferral Account. Outside Directors are also provided a clothing allowance for company products and, while on Hartmarx business, travel accident insurance. The cost of such benefits was approximately $3,500 per director.

RELATED PARTY TRANSACTIONS

The Company and Mr. Hand, former chairman and a nominee for election as director, are parties to a consulting agreement dated as of April 15, 2004 (the “Consulting Agreement”), which provides that upon Mr. Hand’s retirement as chairman, effective June 30, 2004, Mr. Hand will provide consulting services to the Company. The Consulting Agreement is for a one year term, commencing July 1, 2004 and ending on June 30, 2005, and automatically renews on each subsequent July 1 for an additional one year period ending on the immediately following June 30, with the final renewal of the consulting period to commence on July 1, 2010 and end on June 30, 2011. Remuneration and benefits provided to Mr. Hand under the Consulting Agreement are limited to: (i) a consulting fee of $7,000 per month; (ii) medical and dental coverage for Mr. Hand and his wife, on the same basis as was available during Mr. Hand’s employment with the Company and with Mr. Hand’s payment of the contributory portion of the medical and dental premiums; (iii) office space and part-time secretarial services; (iv) automobile allowance of $1,000 per month; and (iv) expense reimbursement for ordinary and necessary business expenses incurred, in accordance with the Company’s expense reimbursement policy then in effect.

EXECUTIVE OFFICER COMPENSATION

The following table shows the compensation for the past three fiscal years for each of the Company’s five most highly compensated executive officers, including the Chief Executive Officer (the “Named Executive Officers”).

Summary Compensation Table


								Long-Term Compensation
	Annual Compensation							Awards
Name and Principal Position	Year	Salary(1)		Bonus(2)		Other Annual Compen- sation(3)		Restricted Stock Awards(4)		Securities Underlying Options	All Other Compen- sation(5)
Homi B. Patel(6) Chairman, President & Chief Executive Officer	2004 2003 2002	$	719,250 686,617 546,167	$	768,994 313,902 246,560	$	57,622 71,512 35,449	$	546,000 188,400 199,700	50,000 50,000 130,000	$	18,820 15,953 13,611

Elbert O. Hand(7) Chairman	2004 2003 2002		401,450 688,200 696,833		379,750 265,737 146,560		480,112 437,053 371,918		— 125,600 199,700	20,000 40,000 130,000		18,761 22,252 21,178

Glenn R. Morgan Executive Vice President and Chief Financial Officer	2004 2003 2002		259,075 251,133 244,833		176,347 71,984 39,702		— — —		54,600 23,550 36,800	15,000 15,000 45,000		11,817 11,351 10,106

Taras R. Proczko Senior Vice President, General Counsel and Secretary	2004 2003 2002		193,333 171,625 134,500		138,338 56,469 52,486		— — —		109,200 23,550 40,550	15,000 15,000 35,000		11,873 9,663 8,885

Andrew A. Zahr Vice President, Controller	2004 2003 2002		127,912 123,827 120,271		58,870 24,030 13,254		— — —		— — 3,000	5,000 5,000 15,000		5,489 4,457 3,418

(1)

Includes amounts paid and deferred.

(2)

These amounts represent the total of bonuses earned under the Management Incentive Plan.

(3)

These amounts represent tax gross-up payments on deposits (and on taxable earnings on those deposits) made by the Company into separate trusts for the benefit of each of Messrs. Patel and Hand. These trusts were established pursuant to certain supplemental retirement benefit compensation agreements which are intended to provide Messrs. Patel and Hand with non-qualified pension benefits based upon the benefits which could have been earned under the Company’s pension plan but for limitations imposed by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code. See information under the caption “Pension Plan,” beginning on page 14. Mr. Hand retired as chairman on June 30, 2004, and all Company obligations under the supplemental retirement benefit compensation agreement with Mr. Hand have been satisfied.

(4)

The dollar amount shown equals the number of shares of restricted stock awards multiplied by the stock price on the grant date. This valuation does not take into account the diminution in value attributable to the restrictions placed on the awards. On August 4, 2004, restricted stock awards were granted to the following Named Executive Officers and vest on the first to occur of (i) August 4, 2009; (ii) the date on which the closing stock price on the New York Stock Exchange equals or exceeds $11.00 for 30 consecutive calendar days; (iii) retirement at age 65; or (iv) with the consent of the Compensation and Stock Option Committee: Mr. Patel, 75,000; Mr. Morgan, 7,500; and Mr. Proczko, 15,000. The number and value of aggregate restricted stock award holdings at November 30, 2004 were: Mr. Patel, 75,000 ($614,250); Mr. Hand, 0 ($0); Mr. Morgan, 7,500 ($61,425); Mr. Proczko, 15,000 ($122,850); and Mr. Zahr, 0 ($0). Dividends, if any, will not be paid on the restricted stock awards reported herein.

(5)

Includes all other compensation as disclosed in the table below:


	Year	Company Matching Contributions to Savings Investment Plan		Personal Liability & Term Life Insurance Premiums		Company Auto Lease		Financial Planning Services		Executive Vision		Total All Other Compen- sation
Homi B. Patel	2004 2003 2002	$	5,535 4,800 4,200	$	3,858 3,705 3,179	$	6,257 4,279 3,081	$	3,000 3,000 3,000	$	170 169 151	$	18,820 15,953 13,611

Elbert O. Hand	2004 2003 2002		5,535 4,800 4,200		2,015 4,510 4,729		4,250 3,931 5,531		6,791 8,842 6,567		170 169 151		18,761 22,252 21,178

Glenn R. Morgan	2004 2003 2002		5,544 5,022 4,422		1,705 1,623 1,652		4,398 4,537 3,881		— — —		170 169 151		11,817 11,351 10,106

Taras R. Proczko	2004 2003 2002		6,015 4,640 2,345		1,926 1,656 1,397		3,762 3,198 4,992		— — —		170 169 151		11,873 9,663 8,885

Andrew A. Zahr	2004 2003 2002		4,263 3,485 2,675		1,056 803 592		— — —		— — —		170 169 151		5,489 4,457 3,418

(6)

Mr. Patel was elected chairman effective as of July 1, 2004.

(7)

Mr. Hand retired as chairman on June 30, 2004, and continues to serve as a director.

Employment and Severance Agreements

Separate employment agreements and severance agreements are in effect between the Company and each of Messrs. Patel, Morgan and Proczko. Mr. Patel’s employment agreement was for an initial 2-year term expiring December 31, 2002, and effective December 31, 2001, and on each anniversary thereof, the term of the agreement is automatically extended by one year unless prior to

such date the Company delivers written notice to Mr. Patel, or Mr. Patel delivers written notice to the Company, that the term of the agreement will not be so extended. The agreements with Messrs. Morgan and Proczko expire on June 30, 2005 and December 31, 2005, respectively.

The employment agreements provide that Messrs. Patel, Morgan and Proczko will receive annual salaries at least equal to their respective annual salaries on the date the agreements were effective with increases to be determined by the Compensation and Stock Option Committee, except for across-the-board reductions similarly affecting all executives of the Company, and provide for participation in the Management Incentive Plan (“MIP”), described below, and in other fringe benefits, including any long-term incentive plan, available to key executives.

In the event that any of these executives is discharged without cause or resigns with good reason, which includes resignation due to a change in duties or termination of the employment agreement other than in accordance with its terms, the executive will be entitled to continuation of salary and fringe benefits for 24 months. In addition, upon such discharge or resignation, all unpaid incentive compensation under the MIP (including all contingent compensation which would have been payable for the full fiscal year in which such executive’s employment is terminated and for the following fiscal year) will be paid as and when MIP payments are made to other MIP participants for such periods. All unpaid incentive compensation under any long-term incentive plan (including all contingent compensation which would have been payable for uncompleted performance periods) will become immediately payable upon such discharge or resignation; and all stock options and restricted stock awards granted to such executive under the Company’s stock option plans will become immediately exercisable and fully vested, as the case may be.

The amended and restated severance agreements covering Messrs. Patel and Morgan were for an initial 2-year term expiring December 31, 2002, and effective December 31, 2001, and on each anniversary thereof, the term of the agreement is automatically extended for a one year period, unless prior to such date the Company delivers written notice to the executive or the executive delivers written notice to the Company, that the term of the agreement will not be so extended. In the case of Mr. Proczko, the severance agreement is for a term expiring December 31, 2004, and provides for the same automatic extension as described in the immediately preceding sentence. Pursuant to the severance agreements, the Company has agreed to pay to Messrs. Patel, Morgan and Proczko severance benefits in the event their employment is terminated within 24 months following a change in control of the Company for any reason other than (i) death, (ii) disability, (iii) cause or (iv) resignation without good reason (a “Qualifying Termination”). The severance payment, payable as a lump sum in lieu of the salary continuation, bonus and long-term incentive compensation payments described above, would equal three times the higher of the executive’s annual base salary as of the date the executive’s employment is terminated and the executive’s annual base salary in effect immediately prior to the change in control, plus three times the executive’s target bonus opportunity under the MIP for such year. Fringe benefits would continue to be provided for a period of 36 months.

In addition, upon a Qualifying Termination, all stock options and restricted stock awards granted to each of Messrs. Patel, Morgan and Proczko under the Company’s stock option plans would become immediately exercisable and fully vested, as the case may be, and the executive would also be entitled to receive any unpaid contingent or other incentive compensation in the same manner as described above. All such amounts would be due and payable within ten days of the date of such termination. In the event that total severance benefits to be received by the executive in connection with a change in control would be subject to any excise tax imposed under Section 4999 of the Internal Revenue Code, then the Company will pay to the executive an additional amount such that after deduction of any excise tax on such severance benefits and any federal, state and local income and employment taxes and excise tax on such additional amount, the net amount retained by the executive will be equal to the severance benefits to be paid to such executive.

Mr. Zahr has agreed to remain in the employ of the Company, subject to the Company’s agreement to pay severance benefits if he experiences a Qualifying Termination. Generally, the severance payment would equal two times Mr. Zahr’s average annual compensation for the three calendar years immediately preceding the year in which the change in control occurs; and he would also be entitled to receive any appreciation in the value of Common Stock covered by his outstanding stock options (whether or not then fully exercisable).

Stock Option Grants

The following tables provide information on the Named Executive Officers’ option grants in fiscal 2004, option exercises in fiscal 2004 and the value of unexercised options at November 30, 2004.

Option Grants in the Last Fiscal Year


Individual Grants					Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(1)
Name	Number of Securities Underlying Options Granted(2)	Percent of Total Options Granted to Employees in Fiscal Year(3)	Exercise or Base Price ($)/Share(4)	Expiration Date	5% ($)	10% ($)
Homi B. Patel	50,000	13.44	4.30	11/30/2013	135,212	342,655
Elbert O. Hand	20,000	5.38	4.30	11/30/2013	54,085	137,062
Glenn R. Morgan	15,000	4.03	4.30	11/30/2013	40,564	102,796
Taras R. Proczko	15,000	4.03	4.30	11/30/2013	40,564	102,796
Andrew A. Zahr	5,000	1.34	4.30	11/30/2013	13,521	34,265

(1)

The amounts shown above for each of the Named Executive Officers as potential realizable values are based on arbitrarily assumed annualized rates of stock price appreciation of 5% and 10% over the full ten year term of the options, as permitted by applicable regulations of the Securities and Exchange Commission. Actual gains, if any, on stock option exercises and common stock holdings will be dependent on the future performance of the Company and overall stock market conditions.

(2)

These options became fully exercisable on December 1, 2004 and are subject to termination between 90 days and three years following termination of employment in certain events.

(3)

On December 1, 2003, the Company granted options representing 362,000 shares to employees. During the remainder of fiscal 2004, the Company granted additional options representing 10,000 shares to employees with exercise prices equal to the fair market value of the stock on the date of grant. None of those additional options were granted to a Named Executive Officer.

(4)

The exercise price may be paid in cash or by delivery of already owned shares subject to the terms of the award document and such rules as the Compensation Committee may establish. The fair market value on the date of grant of the shares underlying the December 1, 2003 options was $4.30 per share, and $7.26 per share for the additional options granted in fiscal 2004.

Aggregated Option Exercises in the Last Fiscal Year

and Fiscal Year-End Option Values


Name	Shares Acquired on Exercise	Value ($) Realized	Number of Securities Underlying Unexercised Options at Nov. 30, 2004 Exercisable/Unexercisable	Value ($) of Unexercised In-the-Money Options at Nov. 30, 2004 Exercisable/Unexercisable
Homi B. Patel	80,000	304,264	216,667/73,333	1,071,501/254,299
Elbert O. Hand	—	—	350,000/0	1,640,650/0
Glenn R. Morgan	25,000	125,005	76,667/23,333	359,001/80,049
Taras R. Proczko	42,000	108,391	28,500/15,000	131,505/56,550
Andrew A. Zahr	—	—	35,000/5,000	176,620/18,850

Pension Plan


Average Annual Earnings (Highest 5 Years of last 10 Years)	Years of Credited Service
	5		10		15		20		25		30 or more
$ 200,000	$	12,722	$	27,514	$	42,307	$	57,100	$	71,892	$	86,685
250,000		16,305		35,264		54,224		73,183		92,142		111,102
300,000		19,888		43,014		66,140		89,266		112,392		135,518
350,000		23,472		50,764		78,057		105,350		132,642		159,935
400,000		27,055		58,514		89,974		121,433		152,892		184,352
450,000		30,638		66,264		101,890		137,516		173,142		208,768
500,000		34,222		74,014		113,807		153,600		193,392		233,185
550,000		37,805		81,764		125,724		169,683		213,642		257,602
600,000		41,388		89,514		137,640		185,766		233,892		282,018
700,000		48,555		105,014		161,474		217,933		274,392		330,852
800,000		55,722		120,014		185,307		250,100		314,892		379,685
900,000		62,888		136,014		209,140		282,266		355,392		428,518
1,000,000		70,055		151,514		232,974		314,433		395,892		477,352

The Hartmarx Retirement Income Plan (the “Plan”), a trusteed plan, provides for contributions to be made by the Company and designated affiliates on an actuarial basis and provides for defined benefits in the event of retirement after certain age and service requirements have been met. Survivor benefits are also provided in the event of a participant’s death after certain other age and service requirements have been met. Regular eligible employees of the Company or a designated affiliate hired before April 1, 2003 who participate in and contribute to the Hartmarx Savings Investment and Stock Ownership Plan, a trusteed defined contribution plan, automatically participate in the Plan. Employees hired on or after April 1, 2003 are not eligible to participate in the Plan. Normal retirement age under the Plan is 65, and early retirement at any time after a vested participant attains age 55 results in actuarially reduced benefits.

Maximum benefits payable under the Plan are equal to: (i) 1²/3% of a participant’s highest average annual earnings for any five consecutive years included within the final 10 years of employment with the Company less 1²/3% of the participant’s primary Social Security benefit, multiplied by years of participation prior to April 1, 2003, plus (ii) if the years of participation taken into account in clause (i) are fewer than 30 years, 1% of a participant’s highest average annual earnings less 1% of the participant’s primary Social Security benefit, multiplied by years of participation after April 1, 2003, however, the total number of years of participation in clauses (i) and (ii) shall not exceed 30.

The table above shows the estimated annual benefits payable upon retirement on December 31, 2004 at age 65 to non-union participants in the Plan, in specified classifications as to compensation

and years of service. These single-life benefits are actuarially reduced when the spouse is named as joint annuitant or if the employee withdraws his or her pre-1984 contributions to the Plan prior to retirement. In certain instances, benefits are subject to limitations imposed by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code.

The Company has authorized additional non-qualified pension payments based upon the benefits which could have been earned in accordance with the formula described in the previous paragraph but for the application of such limitations, and such non-qualified pension benefits are included in the table. Compensation covered by the Plan for the Named Executive Officers generally corresponds with the earned salary, bonus and cash portion of any long-term incentive payout shown in the Summary Compensation Table. Full years of service credited under the Plan as of November 30, 2004 were: 24 for Mr. Patel; 30 for Mr. Hand; 23 for Mr. Morgan; 22 for Mr. Proczko; and 30 for Mr. Zahr.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE

Executive Compensation Program

Compensation Committee Approach

The Compensation and Stock Option Committee (the “Committee”), which is comprised of four independent directors of the Company, sets executive compensation levels and establishes and administers short-term and long-term incentive programs based upon a set of guiding principles. These principles, which are designed to align executive compensation with management’s execution of business strategies and initiatives as well as the achievement of long-term financial performance and growth in stockholder values, are as follows:

•

Integration of the elements of the compensation package into a reward program which will attract and retain key executives critical to the long-term success of the Company.

•

Awarding of short-term incentives on terms closely tied to operating unit performance and based upon the achievement of business goals for the performance period.

•

Alignment of executive and stockholder interests through a stock-based long-term incentive program which will reward executives for enhancement of stockholder values.

The total compensation program consists of three components:

Base Salary

The base salaries and salary ranges for executives are determined in relation to competitive market data provided in national executive compensation surveys and subject to review by independent compensation consultants, as appropriate. Salary ranges are reviewed on a periodic basis and adjusted as warranted to maintain a competitive position of slightly above the median survey results. In determining the appropriate levels of executive compensation for fiscal 2004, the Committee took into account the Company’s financial performance for 2003.

Salaries are reviewed on an annual basis, and salary changes are based upon individual performance within the context of an annual salary budget. The salary budget is determined in relation to competitive market data provided in external third-party published surveys, peer group company comparisons and the financial performance of the Company and its operating units. Salary planning surveys utilized include those conducted by WorldatWork (formerly the American Compensation Association) and Hewitt Associates. The overall salary budget is established at or close to the survey national average and is allocated to operating units based upon the level of achievement of their individual business plans. Based on the Company’s sales and earnings performance for fiscal 2003, including the earnings improvement over 2002, a salary increase budget of 3% was established for 2004.

At its December 2003 meeting, the Committee reviewed recommendations for salary adjustments for the Named Executive Officers, among other officers. The Committee also considered Company and operating unit performance, incumbent performance and experience, relative pay among officers and recommendations of the CEO and the Company’s human resources staff. The Committee approved salaries for the officers effective for calendar year 2004. Those increases varied by officer, and reflected an over-all percentage increase in officers’ salaries of 2.6%. Salaries for the Named Executive Officers are within the range of average competitive levels, with the competitiveness of the overall compensation package significantly dependent upon the reward opportunities created by achievement of objectives under the Company’s short-term and long-term incentive plans. The salary of the Chief Executive Officer is discussed separately, below.

Short-Term Incentives

Executives are eligible for annual bonuses under the Management Incentive Plan (“MIP”), which is a plan qualified under Section 162(m) of the Internal Revenue Code. Incentive opportunities are determined in relation to competitive market data provided in the aforementioned national executive compensation surveys, information provided by independent compensation consultants, and are also subject to periodic review by independent compensation consultants. Awards are based upon the achievement of financial goals established for individual operating units and on a consolidated basis in accordance with the Company’s business plan. Individual awards for corporate executives are based upon the achievement of both consolidated and operating unit goals weighted according to sales volume. Operating unit executives are measured against the goals appropriate to the unit within which they report and are also accountable for consolidated goals. The Committee reviewed and approved the target bonus levels for the 2004 performance period at its December 2003 meeting.

For fiscal 2004, 30 executives participated in the MIP. Corporate executives were measured based on consolidated pre-tax income, operating unit sales-weighted earnings before interest and taxes and adjusted net asset goals. Operating unit executives were measured based on earnings before interest and taxes, sales and adjusted net asset goals applicable to their respective units and on consolidated pre-tax income. No bonuses would have been earned under the MIP if the Company had not achieved positive consolidated income results. Bonuses paid to MIP participants for fiscal 2004 averaged 45.2% of eligible salaries and 72.2% of maximum incentive opportunities.

The actual bonus results reflect the fact that the Company met or exceeded the consolidated pre-tax income targets, certain operating unit sales goals and return on net assets goals established for 2004. The Summary Compensation Table on page 10 includes the bonus awards for the Named Executive Officers approved by the Committee.

Long-Term Incentives

Executives are eligible for awards of stock options, restricted stock awards and other awards under the Company’s 2003 Incentive Stock Plan. Awards are determined in relation to competitive practice and an individual’s position within the Company. Selected senior executives may receive a combination of stock option grants utilizing length of service vesting and restricted stock awards utilizing performance-based vesting whereby increments of the award will vest when the market price of the Company’s stock equals or exceeds a certain level for 30 consecutive calendar days. As disclosed in the Option Grants in the Last Fiscal Year Table on page 13, one stock option grant was awarded to each of the Named Executive Officers. The stock option grants were at an exercise price equal to the fair market value of the Company’s stock on the date of grant. In addition, as reflected in the Summary Compensation Table on page 10, Messrs. Patel, Morgan and Proczko each received one restricted stock award.

The purpose of restricted stock awards is to provide key employees of the Company and its subsidiaries with opportunities to acquire a proprietary interest in the Company and thereby develop a stronger incentive to put forth maximum effort towards the success and growth of the Company and its subsidiaries. The Committee believes that the opportunity to acquire a proprietary interest in the Company is very important in retaining key personnel of outstanding ability. In addition, such awards serve to align the interests of Company executives and shareholders and provide rewards for the enhancement of shareholder value.

Chief Executive Officer Compensation

The Committee increased the salary of the Chief Executive officer from $700,000 to $721,000 effective January 1, 2004. The increase in the Chief Executive Officer’s salary was based upon the salary range for the position and was within the 3% salary increase budget approved by the Committee for 2004. The salary of the Chief Executive Officer is within a competitive range when compared to other chief executive officers of organizations in the same sales volumes as reported in national surveys. In addition, in keeping with the Committee’s philosophy of rewarding executives based on the achievement of performance goals, the total compensation paid to the Chief Executive Officer is based, in significant part, on incentive opportunities under the Company’s short-term and long-term incentive plans if pre-established Company performance and financial goals are met. As described above, for fiscal 2004, Mr. Patel received one stock option grant to purchase 50,000 shares of the Company’s common stock at an exercise price of $4.30 per share, the fair market value of the stock on the date the option was granted, and one restricted stock award for 75,000 shares.

The Committee has reviewed the provisions of the Omnibus Budget Reconciliation Act of 1993 as they relate to limitations on tax deductibility for certain compensation exceeding $1 million for Named Executive Officers. Based upon regulations issued by the Internal Revenue Service, the Committee believes that gains from the exercise of outstanding stock options or future options will be exempted from this deduction limitation. It is currently intended that any amendment to the Company’s Incentive Stock Plan which may be necessary in the future in order to preserve this exemption will be presented for stockholder approval as and when required.

It is the intention of the Committee, to the extent consistent with sound compensation policy and incentive program design, that compensation for the Named Executive Officers be provided in such a way as to remain tax deductible for the Company. It is possible, however, that certain types of compensation awarded to members of the executive group would not qualify as wholly deductible under applicable tax law if otherwise in excess of the general deduction limitation. While considering tax deductibility as one of the factors in determining compensation, the Committee will not limit compensation to those levels or types of compensation that will be deductible. The Committee will continue to review and respond to the relevant tax law and regulations as appropriate and, of course, will consider alternative forms of compensation, consistent with its compensation goals that preserve deductibility.

COMPENSATION AND STOCK OPTION COMMITTEE


Raymond F. Farley, Chairman
Jeffrey A. Cole	Dipak C. Jain	Stuart L. Scott

The information contained in the foregoing Report of the Compensation and Stock Option Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

PERFORMANCE GRAPH

Total Cumulative Stockholder Return for Five-Year Period Ending November 30, 2004

The following graph compares the five year cumulative total stockholder return on the Company’s common stock to the Standard & Poor’s 500^® Index and the Peer Group. The information presented assumes $100 invested at the close of business November 30, 1999 in Hartmarx Corporation common stock and each of the indices, plus the reinvestment of any dividends.

The Peer Group, including Hartmarx Corporation, is comprised of: Ashworth Inc., Columbia Sportswear Co., Cutter & Buck Inc., Haggar Corporation, Kellwood Company, Marisa Christina, Incorporated, Oxford Industries, Inc., Perry Ellis International, Inc., Philips-Van Heusen Corporation, Russell Corporation, Salant Corporation, Sport-Haley, Inc. and Tropical Sportswear Int’l Corporation. Salant Corporation has been excluded from Peer Group returns for 2003 and 2004 due to its having been acquired by Perry Ellis International, Inc. during 2003.

LOGO

ITEM (2)—APPOINTMENT OF AUDITORS

Stockholders will be asked to ratify the appointment of PricewaterhouseCoopers LLP, certified public accountants, as the independent registered public accounting firm of the accounts of the Company and its subsidiaries for the 2005 fiscal year. PricewaterhouseCoopers LLP has been regularly engaged in this capacity by the Company for many years. A representative of PricewaterhouseCoopers LLP will attend the Annual Meeting where he will have the opportunity to make a statement if he so desires and will be available to respond to appropriate questions.

The affirmative vote of a majority of the votes cast on this proposal will constitute the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of the accounts of the Company and its subsidiaries for the 2005 fiscal year. Abstentions will not be counted as votes cast and will have no effect on the result of the vote. While stockholder ratification is not required, the Company considers such ratification to be a desirable practice, and if the affirmative vote is less than a majority of the votes cast, the Board would reconsider the appointment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

IN FAVOR OF

RATIFICATION OF THE APPOINTMENT OF THE AUDITORS

Security Ownership of Directors and Officers*


Name	Shares Owned Directly or Indirectly(1)		Restricted Stock(2)	Options Exercisable Within 60 Days of Record Date	Total Beneficial Ownership(3)		Percent of Class
Michael F. Anthony	3,000		—	—	3,000		†
Jeffrey A. Cole	19,596		—	16,020	35,616		†
James P. Dollive	5,000		—	—	5,000		†
Raymond F. Farley	42,313		—	—	42,313		†
Elbert O. Hand	17,806	(4)	—	350,000	367,806		†
Dipak C. Jain	6,600		—	—	6,600		†
Homi B. Patel	315,958		75,000	266,667	657,625		1.81	%
Michael B. Rohlfs	6,870		—	14,591	21,461		†
Stuart L. Scott	63,170		—	33,450	96,620		†
Glenn R. Morgan	97,779	(5)	7,500	91,667	196,946		†
Taras R. Proczko	39,398		15,000	43,500	97,898		†
Andrew A. Zahr	27,957		—	40,000	67,957		†
All Directors and Executive Officers as a Group (12 persons)	645,447		97,500	855,895	1,598,842	(6)	4.33	%

Information is provided as of January 31, 2005.

†

Less than 1%.

(1)

Includes all shares owned, directly and indirectly. For Outside Directors, the amount includes DDSA Units. DDSAs consist of share units credited to an account for each Outside Director, each unit representing one share of Common Stock. Upon the director’s death, disability or termination of Board service, whole units become payable in shares of Common Stock and any fractional units become payable in cash. For Company officers, the amount includes shares held in the Hartmarx Savings Investment and Stock Ownership Plan as of January 31, 2005, based on information provided by the plan recordkeeper.

(2)

The amounts represent shares of restricted stock awards which vest on the first to occur of (i) August 4, 2009; (ii) the date on which the closing stock price on the New York Stock Exchange equals or exceeds $11.00 for 30 consecutive calendar days; (iii) retirement at age 65; or (iv) with the consent of the Compensation and Stock Option Committee.

(3)

Includes all shares owned, directly and indirectly, all shares of restricted stock awards and shares covered by stock options which are exercisable within 60 days of the Record Date. For Outside Directors, the amount includes DDSA Units, described in Note 1, above.

(4)

Includes 100 shares held by Mr. Hand’s wife and 200 shares held as custodian for his daughter.

(5)

Includes 465 shares held as custodian for Mr. Morgan’s son under the Uniform Gift to Minors Act.

(6)

The beneficial ownership of all directors and executive officers as a group includes 983,732 shares (2.73%) which are actually or potentially subject to acquisition within 60 days through the exercise of stock options, the vesting of restricted stock awards or the settlement of DDSAs.

Section 16(a) Beneficial Ownership Reporting Compliance

The rules of the Securities and Exchange Commission require the Company to disclose late filings of stock transaction reports by its directors, executive officers and beneficial owners of more than 10% of the Common Stock. Based solely on our records of reports filed and written representations from directors, executive officers and beneficial owners, the Company believes that all Section 16(a) filing requirements were met during fiscal 2004.

OWNERSHIP OF COMMON STOCK

Beneficial owners of more than five percent of the Common Stock, as shown by information received by the Company, are listed below*:


	Amount and Nature of Beneficial Ownership
	Voting Power		Investment Power		Percent of Class
Name and Address of Beneficial Ownership	Sole	Shared	Sole	Shared	Percent of Class
Abdullah Taha Bakhsh c/o Traco P.O. Box 459 Jeddah, Saudi Arabia	5,588,076	0	5,588,076	0	15.61	(1)

The Northern Trust Company, Trustee of the Company’s Retirement Income Plan 50 South LaSalle Street Chicago, Illinois 60675	2,496,699	0	2,496,699	0	6.97	(2)

Vanguard Fiduciary Trust Company, Trustee of the Company’s Savings Investment and Stock Ownership Plan 100 Vanguard Boulevard Malvern, Pennsylvania 19355	0	2,361,176	0	2,361,176	6.59	(3)

Dimensional Fund Advisors, Inc. 1299 Ocean Avenue, 11th Floor Santa Monica, California 90401	2,223,500	0	2,223,500	0	6.21	(4)

Information is provided as of December 31, 2004. On December 31, 2004, the Company had 35,805,147 shares of Common Stock outstanding.

(1)

The shares are held of record by Emerson Investments, Ltd. (“Emerson”), except for 425,466 shares which are held of record by Traco International, N.V. (“Traco”). Both corporations are controlled by Mr. Bakhsh. Emerson has represented to the Company that Mr. Bakhsh has sole power to direct the vote and disposition of Emerson’s shares.

(2)

The Northern Trust Company acts as Trustee of the Hartmarx Retirement Income Plan (“RIP”), a defined benefit pension plan. The Trustee votes all shares held by the plan as directed by GreatBanc Trust Company, the investment manager of the Company common stock held by RIP, who conducts the vote pursuant to the direction of the Hartmarx Retirement Income Plan Administration Committee, the plan administrator and fiduciary.

(3)

Vanguard Fiduciary Trust Company acts as Trustee of the Hartmarx Savings Investment and Stock Ownership Plan (“SIP”), a defined contribution plan. Shares of the Company’s common stock are held in trust for the benefit of employees who participate in SIP. At December 31, 2004, the Trustee held 2,361,176 shares (6.59%) in SIP accounts. The Trustee votes all shares held by the SIP Trust proportionally as directed by participants’ instructions, and the Trustee has disclaimed beneficial ownership of all such shares.

(4)

Dimensional Fund Advisors, Inc. (“Dimensional”), an investment advisor registered under the Investment Advisors Act of 1940, has represented that it furnishes investment advice to four companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” Dimensional is deemed to be the beneficial owner of 2,223,500 shares as of December 31, 2004, all of which shares are held by the Funds, and has disclaimed beneficial ownership of all such shares.

PROPOSALS BY SECURITY HOLDERS

Nominations for the Board of Directors

The Company’s By-Laws provide that written notice of proposed stockholder nominations for the election of directors at an Annual Meeting must be given to the Secretary of the Company no earlier than November 15 and no later than December 15 immediately preceding the meeting, and with respect to an election to be held at a special meeting of stockholders for the election of directors, no later than the close of business on the fifteenth day following (i) the date on which notice of such meeting is first given to stockholders or (ii) the date on which public disclosure of such meeting is first made, whichever is earlier. Notice to the Company from a stockholder who proposes to nominate a person for election as a director must contain certain information about that person, including (i) age, (ii) business and residence addresses, (iii) principal occupation, (iv) a description of any arrangements or understandings between the stockholder and such nominee pursuant to which the nomination is to be made by the stockholder and (v) such other information as would be required to be included in a proxy statement soliciting proxies to elect that person as a director. The notice shall also contain the consent of the nominee to serve as a director if so elected. If the Chairman of the Annual Meeting determines that a person was not nominated in accordance with the foregoing procedures, such person shall not be eligible for election.

Other Proposals

Under applicable rules of the Securities and Exchange Commission, any proposal which a security holder intends to call upon the Company to include in its 2006 Proxy Statement must be received at the principal office of the Company no later than October 14, 2005.

The Company’s By-Laws require that written notice of proposals to be presented at the 2006 Annual Meeting, but that are not intended for inclusion in the 2006 Proxy Statement, be delivered to the Secretary of the Company at its principal executive offices no earlier than November 15 and no later than December 15 immediately preceding the meeting. Such notice to the Company must set forth (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (ii) the name and record address of the

stockholder proposing such business, (iii) the class and number of shares beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information which is required to be furnished by the stockholder pursuant to applicable laws and regulations. If the Chairman of the Annual Meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, such business shall not be transacted.

OTHER MATTERS

The Board knows of no other business to be presented at the meeting, but if other matters do properly come before the meeting, it is the intention of the persons named in the enclosed Proxy to vote the Proxy in accordance with their best judgment on such matters.

By Order of the Board of Directors

TARAS R. PROCZKO, Secretary

Chicago, Illinois

February 24, 2005

PROXY

HARTMARX CORPORATION

Proxy Solicited by the Board of Directors

Homi B. Patel, Glenn R. Morgan and Taras R. Proczko, and each of them, is hereby appointed, with full power of substitution, to represent the undersigned at the Annual Meeting of Stockholders of HARTMARX CORPORATION on April 13, 2005, and at any adjournment thereof, with the full power to vote all shares of stock which the undersigned is entitled to vote.

THIS PROXY WILL BE VOTED AS SPECIFIED BY THE STOCKHOLDER BUT IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR ELECTION OF THE NOMINEES FOR DIRECTORS SET FORTH IN ITEM (1) AND LISTED ON THE REVERSE SIDE, FOR THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS SET FORTH IN ITEM (2) AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

(Continued, and to be signed, on other side)

Please mark

votes as in

this example.

The Board of Directors recommends a vote “FOR” all nominees and “FOR” Proposal 2.


1.	ELECTION OF DIRECTORS (Item (1) of Proxy Statement).

	Nominees:	(01) Michael F. Anthony	(02) Jeffrey A. Cole	(03) James P. Dollive
		(04) Raymond F. Farley	(05) Elbert O. Hand	(06) Dipak C. Jain
		(07) Homi B. Patel	(08) Michael B. Rohlfs	(09) Stuart L. Scott

		FOR	WITHHELD
		ALL ¨ NOMINEES	¨ FROM ALL NOMINEES
	¨

	To withhold authority to vote for any individual nominees, write names in the space above.


			FOR AGAINST ABSTAIN

2.	TO RATIFY the appointment of independent auditors (Item (2) of Proxy Statement).		¨ ¨ ¨

3.	TO transact such other business as may properly come before the meeting.

		Signature must agree with the name as shown at left. For shares held in joint tenancy, each of the joint tenants is requested to sign.

Signature: Date: Signature: Date: