The Annual Meeting of the Shareholders of The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), will be held at 11:00 a.m., Pacific daylight time, on Wednesday, June 15, 2011,13, 2012, at the Company’s executive offices, 40650 Encyclopedia Circle, Fremont, California 94538-2453, for the following purposes:

The Board of Directors recommends a vote “FOR” the nominees for director listed in the proxy statement and proxy card, “FOR” the proposal to amend the Company’s 2004 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan, “FOR” the proposal to reapprove the material terms of the performance goals for performance awards under the Company’s 2004 Long-Term Incentive Plan, “FOR” the approval, on an advisory basis, of our executives’ compensation, for “3 YEARS” as the preferred frequency for the advisory vote on executive compensation, and “FOR” the proposal to ratify the appointment of the firm of Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2011.2012. The holders of record of the Company’s common stock, $.01 par value per share, at the close of business on April 18, 2011,16, 2012, will be entitled to vote at the meeting and any adjournment(s) thereof.

You are cordially invited to attend the meeting in person. Even if you plan to be present, you are urged to promptly submit your proxy by mail, Internet, or telephone as described in the Notice of Availability of Proxy Materials. If you attend the meeting you can vote either in person or by your proxy. If you wish to attend the meeting in person and you are a registered owner of shares of stock on the record date, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares as of the record date that are held for your benefit by a bank, broker, or other nominee, in addition to the picture identification, you will need proof of ownership of our common stock on the record date to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker, or other nominee holder that shows that you were an owner on the record date are examples of proof of ownership.

This proxy statement is furnished to the shareholders of The Men’s Wearhouse, Inc. (the “Company”, also referred to in this proxy statement as “we”, “us”, or “our”), whose principal executive offices are located at 6380 Rogerdale Road, Houston, Texas77072-1624, and at 40650 Encyclopedia Circle, Fremont, California94538-2453, in connection with the solicitation by our Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held at 11:00 a.m., Pacific daylight time, on Wednesday, June 15, 2011,13, 2012, at the Company’s executive offices, 40650 Encyclopedia Circle, Fremont, California, or any adjournment(s) thereof (the “Annual Meeting”).

The Annual Meeting will be held: (1) to elect ten directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, (2) to consider and act upon a proposal to amendapprove, on an advisory basis, the Company’s 2004 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan, (3) to consider and act upon a proposal to reapprove the material terms of the performance goals for performance awards under the Company’s 2004 Long-Term Incentive Plan, (4) to consider and act upon an advisory vote on executive compensation, (5) to consider and act upon an advisory vote on the frequency of an advisory vote on executive compensation, (6)(3) to ratify the appointment of the firm of Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 20112012, and (7)(4) to transact such other business as may properly come before the meeting or any adjournment thereof.

This proxy statement and proxy card, “FOR” the proposal to amend the Company’s 2004 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan, “FOR” the proposal to reapprove the material terms of the performance goals for performance awards under the Company’s 2004 Long-Term Incentive Plan, “FOR” the approval, on an advisory basis, of our executives’ compensation, for “3 YEARS” as the preferred frequency for the advisory vote on executive compensation and “FOR” the ratification of the appointment of the firm of Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2011. Therefore, if a shareholder does not specify otherwise, the shares represented by his or her proxy will be voted in accordance with the recommendations set forth in the preceding sentence. The giving of a proxy does not preclude the right to vote in person should the person giving the proxy so desire, and the proxy may be revoked at any time before it is exercised by written notice delivered to us at or prior to the Annual Meeting.

TABLE OF CONTENTS

VOTING AND OTHER INFORMATION

Who may vote? You may vote if you were the holder of record of shares of our Common Stock at the close of business on April 16, 2012. You are entitled to one vote per share on each matter presented at the Annual Meeting.

What am I voting on?You are voting on:

What is the quorum requirement for holding the Annual Meeting?The holders of a majority of the total shares of our Common Stock issued and outstanding on the Record Date, whetherApril 16, 2012, must be present in person or represented by proxy for the meeting to be held. The shares held by each shareholder who properly submits a proxy will constitutebe counted for purposes of determining the presence of a quorum forat the transaction of businessmeeting.

What vote is required to elect a director at the Annual Meeting. Meeting? To be elected, a director nominee must receive a plurality of the votes of the holders of shares of our Common Stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The form of proxy provides a means for you to vote for all of the nominees, to withhold authority to vote for one or more of the nominees, or to withhold authority to vote for all of the nominees. The withholding of authority by you will reduce the number of votes received by, but otherwise will have no effect on the results of the election of, those directors for whom authority to vote is withheld.

What vote is required to pass the other proposals at the Annual Meeting? The affirmative vote of the holders of a majority of the shares of our Common Stock represented in person or by proxy at the Annual Meeting is required to approve, on an advisory basis, our executive compensation, and to ratify the appointment of the firm of Deloitte & Touche LLP as independent registered public accounting firm for the Company for fiscal 2012.

What is the effect of an “abstain” vote on the proposals to be voted on at the Annual Meeting?Abstentions are counted toward the calculation of a quorum, but are not treated as either a vote for

What is the effect of a “broker non-vote” on the proposals to be voted on at the Annual Meeting?A “broker non-vote” occurs if your shares of our Common Stock are not registered in your name and you do not provide the record holder of your shares (usually a bank, broker, or other nominee) with voting instructions on any matter as to which, under the NYSE Listed Company Rules, a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for

your shares of our Common Stock. Shares as to which a broker non-vote occurs are considered present for purposes of determining whether a quorum exists, but are not considered “votes cast” or shares “entitled to vote” with respect to such matter.

Under the NYSE Listed Company Rules, the election of directors and the vote to approve, on an advisory basis, our executive compensation are not matters on which a broker may vote without your instructions. Therefore, if your shares of our Common stock are not registered in your name and you do not provide instructions to the record holder of your shares with respect to these advisory votes. Toproposals, a broker non-vote as to your shares of our Common Stock will result with respect to these proposals. The ratification of the extent thereappointment of our independent registered public accounting firm is any significanta routine item under the NYSE Listed Company Rules. As a result, brokers who do not receive instructions as to how to vote againston that matter generally may vote on that matter in their discretion.

If your shares of our Named Executive Officer compensationCommon Stock are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as disclosedto how you wish your shares to be voted so you may participate in the shareholder voting on these important matters.

How do I vote? The process for voting your shares of our Common Stock depends on how your shares are held. Generally, you may hold shares in your name as a “record holder” (that is, in your own name) or in “street name” (that is, through a nominee, such as a broker or bank). If you hold shares of our Common Stock in street name, you are considered to be the “beneficial owner” of those shares.

If you are a record holder, you may vote by proxy or you may vote in person at the Annual Meeting. If you are a record holder and would like to vote your shares by proxy prior to the Annual Meeting:

If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Even if you vote by proxy, you may still attend the Annual Meeting.

If your shares of our Common Stock are held in the name of a broker, bank, or other nominee, you should receive separate instructions from the holder of your shares describing how to vote. Nonetheless, if your shares of our Common Stock are held in the name of a broker, bank, or other nominee and you want to vote in person, you will need to obtain (and bring with you to the Annual Meeting) a legal proxy from the record holder of your shares (who must have been the record holder of your shares of our Common Stock as of the close of business on April 16, 2012) indicating that you were a beneficial owner of shares of our Common Stock as of the close of business on April 16, 2012, as well as the number of shares of which you were the beneficial owner on such date, and appointing you as the record holder’s proxy to vote the shares of our Common Stock covered by that proxy at the Annual Meeting.

What if I do not specify a choice for a matter when returning a proxy? Properly submitted proxies received either by mail, Internet, or telephone in time for the meeting will be voted as specified therein. If you did not indicate otherwise, the persons named as proxies on the proxy card will vote your shares of our Common Stock: “FOR” the nominees for director listed in this proxy statement,statement; “FOR” the Compensation Committeeapproval, on an advisory basis, of our executive compensation; and “FOR” the ratification of the Boardappointment of Directorsthe firm of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2012.

Can I revoke my proxy? Yes, you may revoke your proxy if you are a record holder by:

If your shares of our Common Stock are held in street name through a broker, bank, or other nominee, you should contact the record holder of your shares regarding how to revoke your proxy.

Why did I receive a Notice Regarding Internet Availability of Proxy Materials?Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, we have elected to provide shareholders access to our proxy materials over the Internet. As a result, instead of a paper copy of our proxy materials, a Notice Regarding Availability of Proxy Materials will evaluate whether any actionsbe delivered to some or all of our shareholders. This notice explains how you can access our proxy materials over the Internet and also describes how to request a printed copy of these materials.

Why didn’t I receive a Notice Regarding Internet Availability of Proxy Materials? We are necessarymailing our proxy materials to addressour shareholders who have previously requested to receive a paper copy of the concernsproxy materials.

How can I access the proxy materials over the Internet? You can access the proxy statement and our 2011 Annual Report to Shareholders atwww.menswearhouse.com under “Investors Relations”. If you wish to help reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all proxy materials for future annual meetings of shareholders. Additionally,shareholders electronically by e-mail or the BoardInternet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

How may I obtain a paper or e-mail copy of Directorsthe proxy materials? If you received a Notice Regarding Internet Availability of Proxy Materials, you will find instructions about how to obtain a paper or e-mail copy of the proxy materials and the Compensation CommitteeAnnual Report to Shareholders in your notice. We will take into account the outcomemail a paper copy of the proxy materials and the Annual Report to Shareholders to all shareholders to whom we do not send a Notice Regarding Internet Availability of Proxy Materials.

What should I do if I receive more than one Notice Regarding Internet Availability of Proxy Materials or more than one paper copy of the proxy materials? Certain shareholders may receive more than one Notice Regarding Internet Availability of Proxy Materials or more than one paper copy of the proxy materials, including multiple proxy cards. For example, if you hold your shares of our Common Stock in more than one brokerage account, you may receive a separate notice or a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares of our Common Stock are registered in more than one name, you may receive a separate notice or a separate set of paper proxy materials and proxy card for each name in which you hold shares. To vote all of your shares of our Common Stock, you must complete, sign, date, and return each proxy card you receive or vote the shares to which each proxy card relates. If you have shares of our Common Stock held in one or more street names, you must complete, sign, date, and return to each bank, broker, or other nominee through which you hold shares each instruction card received from that bank, broker, or other nominee.

How can I attend the Annual Meeting? If you wish to attend the meeting in person and you are the record holder of shares of our Common Stock on April 16, 2012, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares of our Common Stock as of April 16, 2012 that are held for your benefit by a bank, broker, or other nominee, in addition to the frequencypicture identification, you will need proof of ownership of our Common Stock on April 16, 2012 to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker, or other nominee holder that shows that you were an advisory voteowner on executive compensation when considering the frequencyApril 16, 2012 are examples of future advisory votes on executive compensation.

At the Annual Meeting, ten directors constituting the entire Board of Directors are to be elected. All directors of the Company hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified or their earlier resignation or removal.

The following persons have been nominated to fill the ten positions to be elected by the shareholders. It is the intention of the persons named in the proxy to vote the proxies for the election of the nominees named below, unless otherwise specified. Management of the Company does not contemplate that any of the nominees will become unavailable for any reason, but if that should occur before the meeting, proxies will be voted for another nominee, or other nominees, to be selected by the Nominating and Corporate Governance Committee of the Board of Directors.

Our business and affairs are managed under the direction of the Board of Directors to enhance the long-term value of the Company for our shareholders. In exercising its authority to direct, the Board recognizes that the long-term interests of our shareholders are best advanced by appropriate consideration of other stakeholders and interested parties including employees and their families, customers, suppliers, communities, and society as a whole. To assist the Board in fulfilling its responsibilities, itthe Board has adopted certain Corporate Governance Guidelines (the “Guidelines”). As contemplated by the Guidelines, the Board of Directors has regular executive sessions where non-management directors meet without management participation. The director designated by the Board as the Lead Director is the presiding director for each executive session.

As set forth in the Guidelines, a majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, and the applicable rules of the New York Stock Exchange. In addition, at least two-thirds in number (if two-thirds is not a whole number then at least the nearest whole number to two-thirds that is less than two-thirds) of the directors shall meet the following qualifications:

A director shall not serve on more than four boards of directors of publicly-held companies (including our Board of Directors) unless the full Board determines that such service does not impair the director’s performance of his or her duties to the Company. A person shall not stand for election upon reaching the age of 75. Directors are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee and will be expected to offer to resign if the Nominating and Corporate Governance Committee concludes that the director no longer meets our requirements for service on the Board of Directors. The Board believes that directors should be shareholders and have a financial stake in the Company and, therefore, the Board has recommendedadopted a policy which requires that directors develophold an ownership position in the Company equal to at least $200,000$300,000 (which equals three times the annual cash retainer received by fiscal year end 2010the non-employee directors) and that new directors hold such amount within three years of becoming a director. Each director has met the $200,000$300,000 requirement, except Ms. Nichols waswho has until the end of fiscal year 2013 to do so. The Nominating and Corporate Governance Committee of the Board may establish from time to time additional qualifications for directors, taking into account the composition and expertise of the entire Board.

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise.

The Board of Directors has affirmatively determined that each member of the Board, with the exception of George Zimmer, and David Edwab, and if elected, Doug Ewert, are independent in accordance with New York Stock Exchange Listing Standards and have no current material relationship with the Company, except as a director.

With respect to the oversight of the Company’s risk, the Company’s Chief Compliance Officer supervises theday-to-day risk management responsibilities and in turn reports to the Audit Committee on particular areas of risk. The Audit Committee continues to focus on the process the Company goes through to identify financial and operational risks and the procedures for addressing such risks and periodically requires the Chief Compliance Officer to report to the Audit Committee with respect thereto. In addition, the risks related to the Company’s overall strategy, including the risks related to mergers and acquisitions, divestitures, and other significant non-recurring transactions, are addressed by the full Board.

Our Board of Directors holds a regular meeting in conjunction with the Annual Meeting of Shareholders. Therefore, the directors are encouraged to and generally attend our Annual Meeting of Shareholders. All eightNine of our then currentthe ten directors attended the 20102011 Annual Meeting of Shareholders.

Any shareholder or other interested party wishing to send written communications to any one or more members or Committees of our Board of Directors, including the Lead Director or other non-management directors, may do so by sending them in care of Investor Relations at 6380 Rogerdale Road, Houston, Texas77072-1624. All such communications will be forwarded to the intended recipient(s).

To obtain a printed copy of our Code of Business Conduct, Code of Ethics for Senior Management, Corporate Governance Guidelines or charters for the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors, send a request to us in care of Investor Relations at 6380 Rogerdale Road, Houston, Texas77072-1624. This material may also be obtained from our website atwww.menswearhouse.comunder “Investor Relations —- Corporate Governance”.

During the fiscal year ended January 29, 2011,28, 2012, no director attended fewer than 75% of all of the meetings of the Board of Directors and of any committee of which such director was a member.

During the fiscal year ended January 28, 2012, the Board of Directors held fivefour meetings.

Audit Committee

The Board of Directors has an Audit Committee that operates under a written charter. The Audit Committee is comprised of Messrs. SechrestKatzen (Chair), Brutoco, and Katzen.Sechrest. The Board has affirmatively determined that all members of the Audit Committee are independent in accordance with the New York Stock Exchange Listing Standards andRule 10A-3(b)(1) of the Exchange Act. In addition, the Board has determined that each of the members of the Audit Committee is financially literate and that Messrs. Brutoco and Katzen are “audit committee financial experts,” as that term is defined in the rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee reviews our financial information, accounting policies, and internal controls, reviews with our independent registered public accounting firm the plan, scope, and results of the annual audit of our financial statements, reviews and discusses our annual and quarterly financial statements with management and our independent registered public accounting firm, and selects our independent registered public accounting firm and approves in advance all our audit and non-audit engagements of such independent registered public accounting firm. The Audit Committee’s responsibilities to the Board of Directors are detailed in the Amended and Restated Charter of the Audit Committee. During the fiscal year ended January 29, 2011,28, 2012, the Audit Committee held fivesix meetings. The Audit Committee’s report appears below.

Compensation Committee

The Board of Directors has a Compensation Committee that operates under a written charter and each member of which is independent in accordance with the New York Stock Exchange Listing Standards. The Compensation Committee is comprised of Messrs. Stein (Chair), Katzen, and Sechrest. The Compensation Committee reviews and approves our overall compensation policy and considers and approves, on behalf of the Board of Directors, the compensation of our Named Executive Officers, and certain other officers, including the Chief Executive Officer, and certain other officers and the implementation of any compensation program for the benefit of any of our executive officers. The Compensation Committee’s responsibilities to the Board of Directors are detailed in the Charter of the Compensation Committee. During the fiscal year ended January 29, 2011,28, 2012, the Compensation Committee held fivefour meetings. The Compensation Committee’s report appears below.

Nominating and Corporate Governance Committee

The Board of Directors has a Nominating and Corporate Governance Committee that operates under a written charter and each member of which is independent in accordance with the New York Stock Exchange Listing Standards. The Nominating and Corporate Governance Committee is comprised of Messrs. Ray (Chair), Brutoco, and Stein, Dr. Chopra and, Dr. Chopra.as of June 15, 2011, Ms. Nichols. The Nominating and Corporate Governance Committee develops and recommends to the Board of Directors a set of corporate governance principles for the Company, studies and reviews with management the overall effectiveness of the organization of the Board of Directors and the conduct of its business and reports and makes recommendations to the Board of Directors as appropriate, and considers candidates to be elected directors and recommends to the Board of Directors the nominees for directors. The Nominating and Corporate Governance Committee’s responsibilities to the Board of Directors are detailed in the Charter of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee normally does not consider unsolicited director nominees put forth by shareholders because the need for a new director generally only occurs on limited occasions when a director position becomes open as a result of a decision to increase the size of the Board or

The Compensation Committee is responsible for reviewing and establishing the compensation of the Chief Executive Officer and the other Named Executive Officers. The Compensation Committee also reviews and discusses with the Chief Executive Officer the compensation for all other executive officers. The Compensation Committee has the sole authority to retain compensation consultants and any other type of legal or accounting adviser deemed appropriate. In 2010, the Compensation Committee engaged Towers Watson & Co., a nationally recognized compensation consulting firm, to advise the Compensation Committee with respect to matters submitted to Towers Watson related to fiscal 2011 compensation, but Towers Watson did not play any role in determining or recommending the amount or form of executive officer or director compensation for fiscal 2010. Based on a variety of input received by the Compensation Committee, including requested input from compensation consultants, if any, and the experience of its members, the Compensation Committee determines the compensation of our Chief Executive Officer during an executive session of the Compensation Committee, at which the Chief Executive Officer is not present. In connection with the succession of Doug Ewert to the position of President and Chief Executive Officer in 2011, the Compensation Committee engaged Towers Watson & Co., a nationally recognized compensation consulting firm, to advise the Compensation Committee with respect to developing an initial compensation arrangement for Mr. Ewert. Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the executive officers, to the Compensation Committee, including but not limited to grants under our equity plans, which the members of the Compensation Committee discuss with our Chief Executive Officer and may discuss in executive session. The final determinations as to the compensation of the Chief Executive Officer and officers whose annual base salary plus maximum payout under our annual non-equity cash incentive program is equal to or in excess of $500,000 are made solely by the Compensation Committee, and the Chief Executive Officer determines the compensation for the other executive officers with input from and oversight by the Compensation Committee. The Compensation Committee’s charter provides that the Compensation Committee may delegate any of its powers and responsibilities to a subcommittee of the Compensation Committee.

As set forth in the Guidelines, the Board of Directors or an authorized committee thereof may from time to time review and determine the form and amount of director compensation, including cash, equity-based awards, and other director compensation. The Guidelines further provide that, in determining director compensation, the following should be considered: (1) fair and competitive compensation for the time commitment to appropriately discharge the work required for a company of similar size and scope; (2) alignment of the director’s interest with the long-term interests of the Company; and (3) a transparent and readily understandable compensation program.

No member of the Compensation Committee was, during fiscal 2010,2011, an officer or employee of the Company or any of our subsidiaries, or was formerly an officer of the Company or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 ofRegulation S-K of the General Rules and Regulations of the Securities and Exchange Commission.

During fiscal 2010,2011, none of our executive officers served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on the Compensation Committee, (ii) a director of another entity, one of whose executive officers served on the Compensation Committee, or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of the Company.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statementproxy statement with the Company’s management. Based upon such review and the related

In accordance with its written charter adopted by the Board of Directors, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent registered public accounting firm a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors’ independence consistent with applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, discussed with the auditors any relationships that may impact their objectivity and independence, and satisfied itself as to the auditors’ independence. The Audit Committee also discussed with management and the independent registered public accounting firm the quality and adequacy of the Company’s internal controls. The Audit Committee reviewed with the independent registered public accounting firm their audit plan, audit scope, and identification of audit risks.

The Audit Committee discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 114, “The Auditor’s Communication with Those Charged With Governance” and, with and without management present, discussed and reviewed the results of the independent registered public accounting firm’s examination of the financial statements.

The Audit Committee reviewed and discussed the audited financial statements of the Company as of and for the fiscal year ended January 29, 2011,28, 2012, with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements and the independent registered public accounting firm has the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in its Annual Report onForm 10-K for the fiscal year ended January 29, 2011,28, 2012, for filing with the Securities and Exchange Commission. At present, the Audit Committee intends to continue the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2012.

To our knowledge, based solely on a review of the copies of the reports required pursuant to Section 16(a) of the Exchange Act that have been furnished to us and written representations that no other reports were required, during the fiscal year ended January 29, 2011,28, 2012, all Section 16(a) filing requirements applicable to our directors, executive officers, and greater than 10% beneficial owners have been met.

The following table sets forth information, as of the Record Date (except as noted below), with respect to the beneficial ownership of our Common Stock by (i) each director, (ii) each nominee for director, (iii) each Named Executive Officer listed in the Summary Compensation Table below, (iv) each shareholder known by us to be the beneficial owner of more than 5% of our Common Stock and (v) all of our executive officers and directors as a group. Unless otherwise indicated, each person has sole voting power and dispositive power with respect to the shares attributed to him or her.

The following table lists the name, age, current position and period of service with the Company of each executive officer. Each officer will hold office until his or her successor shall have been elected and qualified.

The primary objective of our compensation program, including our executive compensation program, is to retain and incentivizemotivate qualified employees who are enthusiastic about and committed to

our culture and mission. In doing so, we design competitive total compensation and rewards programs to enhance our ability to attract and retain knowledgeable and experienced executives who appreciate and are committed to our culture. Promotion from within is a key principle at the Company and a majority of our executive officers have reached their current career positions through an average career development tenure in excess of 1015 years with us. The same compensation philosophy is applied to all levels of exempt employees, including executive officers. While the amounts may be different, each of the components of the compensation package is the same and is applied using similar methodology as discussed further discussed below under “Elements of Compensation.” Exceptions to this principle are generally due to local market requirements.

Executive officers generally receive the same benefits as other employees. Any differences are generally due to position, seniority, or local requirements. In line with this philosophy, executive officers generally receive minimal perquisites.

Level of responsibility and experience, Company performance, competitive market conditions, retention concerns and individual performance are all factored into the determination of base salary. In addition, when making base salary recommendations, the Chief Executive Officer focuses onconsiders his level of base salary level and indirectly the level of all other executiveexecutives’ base salarysalaries relative to compensation throughout the organization.

To align executive pay with our annual performance, our executives are eligible to receive annual cash bonuses pursuant to a non-equity incentive program. Each year, our executives are eligible for a maximum cash bonus payout. The program establishes a set of three metrics for each executive. The two financial metrics are predetermined sales targets and incomeincome/earnings per share targets. The non-financial metric consists of a qualitative assessment of the executive’s performance. Each metric carries equal weight and accounts for one thirdone-third of the maximum possible payout. Two different thresholds exist for each of the three metrics —metrics: good and excellent. An executive receives one-sixth of the maximum possible payout if the “good” threshold of a particular metric is metachieved and receives the entire one-third of the maximum possible payout if the “excellent” threshold of a particular metric is achieved. The maximum annual bonus payout possible for a Named Executive Officer under our non-equity performance program varies by individual, with a highest possible payout of $350,000$600,000 for fiscal 2010.2011. The qualitative assessment of each Named Executive Officer’s individual performance is made by the Compensation Committee and is based primarily based on the views and recommendations of the Chief Executive Officer in the case of the Named Executive Officers other than himself.

Threshold levels for “good” financial metrics are based on performance objectives that the Chief Executive Officer sets at the beginning of a year and take into consideration the Company’s operating and growth plans for the coming year, excluding the effects of asset impairments, restructurings, discontinued operations, extraordinary items, acquisitions, divestitures, and other unusual or non-recurring items. The “excellent” threshold targetslevels are typically representative of a substantial increase over the “good” threshold.threshold and, in most years, these thresholds are typically not achieved. For fiscal 2010,2011, the good and excellent sales targets were $1.968$2.332 billion and $2.031$2.346 billion, respectively, and the net incomeearnings per share targets were $67.7 million$1.85 and $77.2 million, respectively. The good target was achieved for sales and net income. In general, good level bonuses were paid for$2.00, respectively, which represent an average increase of approximately 27% over the non-financial metric based on individual contributions to the Company’s favorable financial results in a difficult economic environment.2010 targets. The Compensation Committee reviews and approves the financial threshold targets and believes that these financial targets reflect performance that will lead to long-term preservation of shareholder value in an economic downturn and increased value during economic upturns and do not encourage our executive officers to take unnecessary and excessive risks. We do not believe that disclosure of our 20112012 performance targets is relevant to an understanding of compensation for our 20102011 fiscal year.