8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 18, 2018
PERRY ELLIS INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation) 0-21764 (Commission File No.) 59-1162998(IRS EmployerIdentification No.)

3000 N.W. 107th Avenue Miami, Florida (Address of principal executive offices)   33172 (Zip Code)

(305) 592-2830

(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:

☐ 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))

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 5.07   Submission of Matters to a Vote of Security Holders.

On October 18, 2018 at 10:00 a.m., Eastern Time, Perry Ellis International, Inc. (“Perry Ellis” or the “Company”) held a special meeting of its shareholders (the “Special Meeting”) to consider and vote upon several matters in connection with the pending acquisition of the Company (the “merger”) by entities affiliated with George Feldenkreis pursuant to that certain Agreement and Plan of Merger, dated as of June 15, 2018 (the “Merger Agreement”), by and among the Company, Feldenkreis Holdings LLC, a Delaware limited liability company (“Parent”), and GF Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby are described in more detail in the definitive proxy statement, dated September 10, 2018, filed by Perry Ellis on September 10, 2018 with the Securities and Exchange Commission (as supplemented, the “proxy statement”).

As of August 16, 2018, the record date for the Special Meeting (the “Record Date”), there were 15,884,250 shares of common stock of the Company (“Company Common Stock”) entitled to vote at the Special Meeting, including 3,593,773 shares of Company Common Stock owned by (x) officers or directors of the Company, (y) the Rollover Investors (as such term is defined in the proxy statement), or (z) any person having any equity interest in Parent or Merger Sub (the persons referred to clauses (x)-(z), the “Affiliated Shareholders”).

At the Special Meeting, holders of Company Common Stock were asked to vote upon: (1) the adoption of the Merger Agreement (“Proposal 1”); and (2) an advisory (non-binding) vote to approve certain items of compensation that are based on or otherwise related to the merger that may become payable to the Company’s named executive officers under existing agreements with the Company (“Proposal 2”).  As there were sufficient votes at the time of the Special Meeting to approve Proposal 1, the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement was rendered moot and was not submitted for a vote.

Proposal 1: Adoption of the Merger Agreement

Approval of Proposal 1 required the affirmative vote of the holders of (i) a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the Record Date, and (ii) a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the Record Date that are not owned by the Affiliated Shareholders.  The total number of shares of Company Common Stock entitled to vote were voted as follows:

For	Against	Abstain	Broker Non-Vote
12,871,468	847,248	64,911	25,556

The total number of shares of Company Common Stock entitled to vote that are not owned by the Affiliated Shareholders were voted as follows:

For	Against	Abstain	Broker Non-Vote
9,277,695	847,248	64,911	25,556

Proposal 2: Advisory (Non-Binding) Compensation Proposal

Approval of Proposal 2 required the affirmative vote of the holders of a majority of the shares of Company Common Stock present or represented and entitled to vote either in person or by proxy. The total number of shares of Company Common Stock present or represented and entitled to vote either in person or by proxy that were voted on Proposal 2 were as follows:

For	Against	Abstain	Broker Non-Vote
10,275,259	3,403,422	104,945	25,557

The Company expects to announce consummation of the merger within the coming days.

Item 8.01   Other Events.

On October 18, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01   Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated October 18, 2018, issued by Perry Ellis International, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERRY ELLIS INTERNATIONAL, INC.
By:	/s/ Tricia Thompkins
Name:	Tricia Thompkins
Title:	EVP, General Counsel & Secretary

Dated: October 18, 2018

EX-99.1

EXHIBIT 99.1

Perry Ellis Shareholders Approve Proposed Transaction with George Feldenkreis

Perry Ellis Shareholders to Receive $27.50 Per Share in Cash

75% of Outstanding Shares Not Owned by Affiliates Voted In Favor of Transaction

Closing Expected in Coming Days

MIAMI – October 18, 2018 – Perry Ellis International, Inc. (NASDAQ:PERY) (“Perry Ellis” or the “Company”) today announced that based on the vote tally from the Special Meeting held today, Perry Ellis shareholders have approved the proposed transaction with George Feldenkreis in which Perry Ellis will become a private company through a $437 million transaction.

Under the terms of the Feldenkreis merger agreement, Perry Ellis’ unaffiliated shareholders will receive $27.50 per share in cash upon closing. The purchase price represents a premium of approximately 21.6 percent to Perry Ellis’ unaffected closing stock price on February 5, 2018, the last trading day prior to George Feldenkreis announcing his proposal to take the Company private.

The Company expects to announce consummation of the merger within the coming days.

The final vote count regarding the Special Meeting will be certified by the independent Inspector of Elections, First Coast Results, Inc., and filed with the Securities and Exchange Commission on a Form 8-K as soon as practicable.

PJ SOLOMON is serving as financial advisor to the Special Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP are serving as the Special Committee’s legal counsel.

About Perry Ellis International

Perry Ellis International, Inc. is a leading designer, distributor and licensor of a broad line of high quality men's and women's apparel, accessories and fragrances. The company's collection of dress and casual shirts, golf sportswear, sweaters, dress pants, casual pants and shorts, jeans wear, active wear, dresses and men's and women's swimwear is available through all major levels of retail distribution. The company, through its wholly owned subsidiaries, owns a portfolio of nationally and internationally recognized brands, including: Perry Ellis®, An Original Penguin by Munsingwear®, Laundry by Shelli Segal®, Rafaella®, Cubavera®, Ben Hogan®, Savane®, Grand Slam®, John Henry®, Manhattan®, Axist®, Jantzen® and Farah®. The company enhances its roster of brands by licensing trademarks from third parties, including: Nike® for swimwear, Callaway®, PGA TOUR®, Jack Nicklaus® for golf apparel and Guy Harvey® for performance fishing and resort wear. Additional information on the company is available at http://www.pery.com.

Safe Harbor Statement

We caution readers that the forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “proposed,” “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “proforma,” “project,” “seek,” “should,” “target,” or “will” or the negative thereof or other variations thereon and similar words or phrases or comparable terminology. Such forward-looking statements include, but are not limited to, statements regarding Perry Ellis’ strategic operating review, growth initiatives and internal operating improvements intended to drive revenues and enhance profitability, the implementation of Perry Ellis’ profitability improvement plan and Perry Ellis’ plans to exit underperforming, low growth brands and businesses. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results,

performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include: general economic conditions, a significant decrease in business from or loss of any of our major customers or programs, anticipated and unanticipated trends and conditions in our industry, including the impact of recent or future retail and wholesale consolidation, recent and future economic conditions, including turmoil in the financial and credit markets, the effectiveness of our planned advertising, marketing and promotional campaigns, our ability to contain costs, disruptions in the supply chain, including, but not limited to those caused by port disruptions, disruptions due to weather patterns, our future capital needs and our ability to obtain financing, our ability to protect our trademarks, our ability to integrate acquired businesses, trademarks, trade names and licenses, our ability to predict consumer preferences and changes in fashion trends and consumer acceptance of both new designs and newly introduced products, the termination or non-renewal of any material license agreements to which we are a party, changes in the costs of raw materials, labor and advertising, our ability to carry out growth strategies including expansion in international and direct-to-consumer retail markets, the effectiveness of our plans, strategies, objectives, expectations and intentions which are subject to change at any time at our discretion, potential cyber risk and technology failures which could disrupt operations or result in a data breach, the level of consumer spending for apparel and other merchandise, our ability to compete, exposure to foreign currency risk and interest rate risk, the impact to our business resulting from the United Kingdom’s referendum vote to exit the European Union and the uncertainty surrounding the terms and conditions of such a withdrawal, as well as the related impact to global stock markets and currency exchange rates; possible disruption in commercial activities due to terrorist activity and armed conflict, actions of activist investors and the cost and disruption of responding to those actions, and other factors set forth in Perry Ellis’ filings with the Securities and Exchange Commission. Forward-looking statements also may include information concerning the proposed merger transaction, including unexpected costs or liabilities, delays due to regulatory review, failure to timely satisfy or have waived certain closing conditions, failure to obtain the financing for the merger, the commencement of litigation relating to the merger, whether or when the proposed merger will close and changes in general and business conditions. Investors are cautioned that all forward-looking statements involve risks and uncertainties and factors relating to the proposed transaction, including those risks and uncertainties detailed in Perry Ellis’ filings with the SEC, all of which are difficult to predict and many of which are beyond Perry Ellis’ control. You are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise, except as required by law.

Contacts

Media:

Joele Frank, Wilkinson Brimmer Katcher

Ed Trissel / Sharon Stern / Jeff Kauth

212-355-4449