8-K

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 25, 2020

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction
of incorporation) 1-16097
(Commission File Number) 47-4908760
(IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices) 77072
(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):

¨ 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	TLRD	New York Stock Exchange
Preferred Stock Purchase Rights	TLRD	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 26, 2020, the shareholders of Tailored Brands, Inc. (the “Company”) adopted the Company’s 2016 Long-Term Incentive Plan, as amended and restated, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

In addition, on June 26, 2020, the Board of Directors decided to delay the grant of its annual equity retainer, consistent with the Company’s decision to delay its 2020 long-term incentive grants to employees due to the impacts of the novel coronavirus, COVID-19.

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On June 25, 2020, the Tailored Brands 401(k) Committee (the “Committee”) determined as part of its regular review of investment options available under the Tailored Brands 401(k) Savings Plan (the “Plan”) that, based on market conditions, risks and trends, investments in the Company’s common stock (“Employer Stock”) be suspended to new investments, including both participant contributions and transfers, effective as of July 2, 2020. As a result of this action by the Committee, Plan participants’ contributions to Employer Stock will be directed instead to the participant’s age appropriate Vanguard Institutional Target Retirement Fund provided under the Plan until participants direct such contributions into another investment fund.

On July 1, 2020, the Company sent the notice required by Rule 104 of Regulation BTR to its directors and executive officers informing them of a blackout period concerning common stock of the Company, including stock trades within the Plan, beginning on July 2, 2020. The Committee has not determined when or if the Employer Stock will be able to accept any new contributions or transfers from other investment funds under the Plan and is exploring hiring an independent fiduciary to evaluate future inclusion of Employer Stock as an investment option under the Plan; therefore, the ending date for the blackout period is undeterminable at this time. Advance notice of the blackout period was not possible due to the quickly changing economic conditions resulting from COVID-19.

A copy of the blackout notice transmitted to the directors and executive officers of the Company is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)       On June 26, 2020, the Company held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the following proposals:

1. election of five directors to the Company’s Board of Directors for the coming year;

2. ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020;

3. approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

4. adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended and restated.

(b)       The five nominees to the Board of Directors of the Company were elected at the meeting and each of the other proposals 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 proposal were as follows:

Proposal 1 – Election of Directors:

Nominee	Shares Voted For	Shares Withheld	Broker Non-Votes
Dinesh S. Lathi	11,451,529	3,217,952	19,821,798
Theo Killion	11,575,673	3,093,808	19,821,798
Irene Chang Britt	10,797,746	3,871,735	19,821,798
Sue Gove	11,470,936	3,198,545	19,821,798
Drew Vollero	11,746,979	2,922,502	19,821,798

Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020:

Shares Voted For	Shares Voted Against	Abstentions
30,770,577	2,829,517	891,185

Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
10,778,351	3,569,591	321,539	19,821,798

Proposal 4 – Adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended and restated:

Shares Voted For	Shares Voted Against	Abstentions	Broker Non-Votes
8,938,481	5,415,886	315,114	19,821,798

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included in this Form 8-K:

10.1	Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended and restated (incorporated by reference to Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2020 Annual Meeting of Shareholders of the Company filed with the Commission on May 14, 2020 (File No. 1-16097).
99.1	Notice to Directors and Executive Officers dated July 1, 2020.
104	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended and restated (incorporated by reference to Appendix A to the Company’s proxy statement on Schedule 14A relating to the 2020 Annual Meeting of Shareholders of the Company filed with the Commission on May 14, 2020 (File No. 1-16097).
99.1	Notice to Directors and Executive Officers dated July 1, 2020.
104	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)

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:July 1, 2020

TAILORED BRANDS, INC.
By:	/s/ JACK P. CALANDRA
	Jack P. Calandra
	Executive Vice President, Chief Financial Officer
	and Treasurer

EX-99.1

Exhibit 99.1

IMPORTANT NOTICE REGARDING THE TAILORED BRANDS 401(K) SAVINGS PLAN BLACKOUT PERIOD AND YOUR RIGHTS TO TRADE TAILORED BRANDS, INC. COMMON STOCK DURING THE BLACKOUT PERIOD

July 1, 2020

To: All Tailored Brands Directors and Executive Officers

The purpose of this notice is to inform you that the Tailored Brands 401(k) Savings Plan (the “Plan”) will be entering a blackout period on July 2, 2020 and will end as soon as reasonably practicable after the circumstances giving rise to the suspension have ended (the “Blackout Period”). We will notify you when the Blackout Period ends. As you are aware, the Company’s current trading window under our Insider Trading Policy is closed and will remain closed through at least the duration of the Blackout Period.

Based on market conditions, risks and trends, the Tailored Brands 401(k) Committee (the “Committee”) determined as part of its regular review of investment options available under the Tailored Brands 401(k) Savings Plan (the “Plan”) that investments in the Company’s common stock (“Employer Stock”) be suspended to new investments, including both participant contributions and transfers, effective as of July 2, 2020. As a result of this action by the Committee, Plan participants’ contributions to Employer Stock will be directed instead to participant’s age appropriate Vanguard Institutional Target Retirement Fund provided under the Plan until participants direct such contributions into another investment fund. The Committee has not determined when or if Employer Stock will be able to accept any new contributions or transfers from other investment funds under the Plan and is exploring hiring an independent fiduciary to evaluate future inclusion of the Employer Stock as an investment option under the Plan.

As a director or executive officer of the Company, your ability to engage in transactions involving Company common stock is limited during the Blackout Period, regardless of whether you participate in the Plan or invest in the Employer Stock through the Plan. Under Section 306 of the Sarbanes-Oxley Act of 2002, you will not be permitted, directly or indirectly, to purchase, sell, or otherwise acquire or transfer any equity securities of the Company (or derivative securities of those equity securities, such as stock options) during the Blackout Period. This prohibition also applies to any direct or indirect pecuniary interest you may have in such securities, such as Company stock held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations.

The prohibition on sales and other transfers applies only to equity securities of the Company (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company. It is important to note that any such security you sell or otherwise transfer will be treated automatically as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements.

If you engage in a transaction that violates the restrictions described above, you may be required to disgorge your profits from the transaction. In addition, the U.S. Securities and Exchange Commission (“SEC”) may bring an action against you, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties.

This notice is being provided as soon as practicable after the decision by the Committee to close the Employer Stock under the Plan to new investments. More advanced notice of the Blackout Period was not possible due to the quickly changing circumstances resulting from COVID-19.

If you have any questions or concerns regarding this notice, the Blackout Period or the restrictions described herein, including information as to whether the Blackout Period has ended, please contact Tailored Brands, Inc., Attention: Sandy Rhodes, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 6100 Stevenson Blvd., Fremont, CA 94538, (281) 776-7000 or via CorporateSecretary@tailoredbrands.com.

XML

Cover	Jun. 25, 2020
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 25, 2020
Entity File Number	1-16097
Entity Registrant Name	Tailored Brands, Inc.
Entity Central Index Key	0000884217
Entity Tax Identification Number	47-4908760
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	6380 Rogerdale Road
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77072
City Area Code	281
Local Phone Number	776-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	TLRD
Security Exchange Name	NYSE
Preferred Stock Purchase Rights [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	TLRD
Security Exchange Name	NYSE