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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
THE MEN'S WEARHOUSE, INC.The Men's Wearhouse, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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THE MEN'S WEARHOUSE, INC.
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081-1701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 21, 200025, 2002
Notice is hereby given that the Annual Meeting of the Shareholders of The
Men's Wearhouse, Inc., a Texas corporation (the "Company"), will be held at
3:11:00 p.m.a.m., centralpacific daylight time, on Wednesday,Tuesday, June 21, 2000,25, 2002, at The Houstonian
Hotel, 111 N. Post Oak Lane, Houston, Texas,Westin St.
Francis, 335 Powell Street, San Francisco, California, for the following
purposes:
(1) To elect tensix 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 onupon a proposal to amendregarding a code of conduct
based on the Company's 1996
Stock Option Plan to increase the total number of shares of the Company's
common stock, $.01 par value, with respect to which options may be granted
under the plan from 1,125,000 shares to 1,850,000 shares;United Nation's International Labor Organization's Standards
for Workers Rights;
(3) To consider and act on a proposal to amend the Company's 1992
Non-Employee Director Stock Option Plan to increase the total number of
shares of the Company's common stock, $.01 par value, with respect to which
options may be granted under the plan from 67,500 shares to 117,500 shares;
(4) To ratify the appointment by the Board of Directors of the firm of
Deloitte & Touche LLP as independent auditors for the Company for fiscal
year 2000;Fiscal
2002; and
(5)(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The holders of record of the Company's common stock, $.01 par value, and
the holder of record of the Company's one share of Series A Special Voting
Preferred Stock at the
close of business on May 3, 2000,8, 2002, will be entitled to vote at the meeting and
any adjournment(s) thereof.
By Order of the Board of Directors
/s/ MICHAEL WW. CONLON
Michael W. Conlon
Secretary
May 24, 20002002
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
IF YOU ATTEND THE MEETING YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
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THE MEN'S WEARHOUSE, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 21, 200025, 2002
This proxy statement is furnished to the shareholders of The Men's
Wearhouse, Inc. (the "Company"), whose principal executive offices are located
at 5803 Glenmont Drive, Houston, Texas 77081-1701, and at 40650 Encyclopedia
Circle, Fremont, California 94538-2453, in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the Annual
Meeting of Shareholders to be held at 3:11:00 p.m.a.m., pacific daylight time, on
Wednesday,Tuesday, June 21, 2000,25, 2002, at The Houstonian Hotel, 111 N. Post Oak Lane, Houston, Texas,Westin St. Francis, 335 Powell Street, San
Francisco, California, or any adjournment(s) thereof (the "Annual Meeting").
Proxies in the form enclosed, properly executed by shareholders and
received in time for the meeting, will be voted as specified therein. If a
shareholder does not specify otherwise, the shares represented by his or her
proxy will be voted "FOR" the nominees for director listed therein, "FOR""AGAINST"
the proposal to amendregarding a code of conduct based on the 1996 Stock Option Plan to increase the total number of
shares of the Company's Common Stock, $.01 par value ("Common Stock"), with
respect to which options may be granted under the plan from 1,125,000 shares to
1,850,000 shares, "FOR" the proposal to amend the 1992 Non-Employee Director
Stock Option Plan to increase the total number of shares of Common Stock with
respect to which options may be granted under the plan from 67,500 shares to
117,500 sharesUnited Nation's
International Labor Organization's Standards for Workers Rights and "FOR"
ratification of the appointment of the Company's independent auditors. 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 the Company at or prior to
the meeting.
This Proxy Statement is being mailed on or about May 24, 2000,2002, to the
holders of record of Common Stock and the holder of record of the Company's one
share of Series A Special Voting Preferred Stock ("Series A Preferred Stock") on May 3, 20008, 2002 (the "Record Date"). At the
close of business on the Record Date, there were outstanding and entitled to
vote 41,006,25942,477,442 shares of Common Stock,the Company's common stock, $.01 par value (the
"Common Stock"), and only the holders of record on such date shall be entitled
to vote at the Annual Meeting. Such holders will be entitled to one vote per
share on each matter presented at the Annual Meeting. As of the Record Date, the one share of
Series A Preferred Stock is entitled to an aggregate of 683,605 votes and votes
together with the Common Stock as a single class. Accordingly, the Common Stock
and the Series A Preferred Stock constitute a class with an aggregate of
41,689,864 votes (the "Aggregate Vote"). The trustee who holds the share of
Series A Preferred Stock must vote such share in accordance with instructions
from the holders of the Exchangeable Shares ("Exchangeable Shares") issued by
Moores Retail Group Inc. ("Moores").
The enclosed form of proxy provides a means for shareholders to vote for
all of the nominees listed therein, to withhold authority to vote for one or
more of such nominees or to withhold authority to vote for all of such nominees.
The withholding of authority by a shareholder will have no effect on the results
of the election of those directors for whom authority to vote is withheld
because the Company's bylaws provide that directors are elected by a plurality
of the votes cast.
The affirmative vote of the holders of a majority of the Aggregate Vote
represented in person or by proxy at the Annual Meeting is required to ratify
the appointmenttotal shares of the Company's independent auditorsCommon Stock issued and the affirmative vote
of at least a majority of the total Aggregate Vote
outstanding on the Record Date, is required to approve the amendment to the 1996 Stock Option Plan and the
amendment to the 1992 Non-Employee Director Stock Option Plan.
The holders of a majority of the Aggregate Vote, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Abstentions are counted toward the calculation of a quorum, but are not
treated as either a vote for or against a proposal. An abstention has the same
effect as a vote against a proposal or, in the case of the election of
directors, as shares to which voting power has been withheld. Under Texas law,
any unvoted position in a brokerage account with respect to any matter will be
considered as not voted and will not be counted toward fulfillment of quorum
requirements as to that matter. The shares held by each shareholder thatwho signs
and returns the enclosed form of proxy will be counted for purposes of
determining the presence of a quorum at the meeting.
The affirmative vote of the holders of a majority of the shares of Common
Stock represented in person or by proxy at the Annual Meeting is required to
approve the proposal regarding a code of conduct based on the United Nation's
International Labor Organization's Standards for Workers Rights and to ratify
the appointment of the Company's independent auditors.
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ELECTION OF DIRECTORS
At the Annual Meeting, tensix 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 Board of Directors has concluded that it would be appropriate for the
majority of the directors of the Company to be individuals who are not and have
not been employed by the Company. Accordingly, Messrs. Robert Zimmer, James
Zimmer, Richard Goldman and Stephen Greenspan have agreed not to stand for
re-election and the following persons have been nominated to fill the tensix
positions to be elected by the shareholders. It is the intention of the persons
named in the enclosed 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 management.
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
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George Zimmer......................... 51Zimmer................. 53 Chairman of the Board and Chief Executive Officer 1974
David H. Edwab........................ 45 President and DirectorEdwab................ 47 Vice Chairman of the Board 1991
Richard E. Goldman.................... 49 Executive Vice President and Director 1975
Harry M. Levy......................... 51 Executive Vice President -- Planning
and Systems and Director 1991
Robert E. Zimmer...................... 76 Senior Vice President -- Real Estate
and Director 1974
James E. Zimmer....................... 48 Senior Vice President -- Merchandising
and Director 1975
Stephen H. Greenspan.................. 59 Chief Executive Officer, K&G Men's
Center and Director 1999
Rinaldo Brutoco....................... 53S. Brutoco............ 55 Director 1992
Michael L. Ray........................ 61Ray, Ph.D. ........ 63 Director 1992
Sheldon I. Stein...................... 46Stein.............. 48 Director 1995
Kathleen Mason................ 52 Director 2001
George Zimmer, together with Robert E. Zimmer and Harry M. Levy, founded
The Men's Wearhouse as a partnership in 1973 and has served as Chairman of the
Board of the Company since its incorporation in 1974. George Zimmer served as
President from 1974 until February 1997 and has served as Chief Executive
Officer of the Company since 1991.
David H. Edwab joined the Company in February 1991 and was elected Senior
Vice President, Treasurer and Chief Financial Officer of the Company. In
February 1993, he was elected Chief Operating Officer of the Company. In
February 1997, Mr. Edwab was elected President of the Company. He was elected a
director of the Company in 1991. Richard E. GoldmanIn November 2000, Mr. Edwab joined The Men's Wearhouse in 1973 shortly after its
inceptionBear,
Stearns & Co. Inc. ("Bear Stearns") as a Senior Managing Director and has served as Executive Vice President and a directorHead of
the Company since 1975.Retail Group in the Investment Banking Department of Bear Stearns.
Accordingly, Mr. Goldman is responsible for the overall marketing and
advertising for the Company.
Harry M. Levy servedEdwab resigned as a Vice President of the Company from December 1979
to February 1992, at which time heand was elected Seniorthen named
Vice President and Chief
Information OfficerChairman of the Company.Board. In May 1998,February 2002, Mr. Levy was named ExecutiveEdwab re-joined the Company
full-time and continues to serve as Vice President. He was electedChairman of the Board. Mr. Edwab is
also a director of the Company in November 1991.
Robert E. Zimmer has served as Senior Vice President and a director of the
Company since its incorporation in 1974 and is primarily responsible for new
store site selection and arrangements.
James E. Zimmer has served as Senior Vice President and a director of the
Company since 1975 and works primarily with the Chief Operating Officer in
coordinating the Company's merchandising function.
Stephen H. Greenspan joined the Company in June 1999 and was appointed the
Chief Executive Officer, K&G Men's Center and a director of the Company
following the closing of the merger of a wholly owned
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subsidiary of the Company with K&G Men's Center,Aeropostale, Inc.
on June 1, 1999. Mr.
Greenspan founded K&G in December 1989, and served as the Chairman of the Board,
President and Chief Executive Officer of K&G since its incorporation.
Rinaldo S. Brutoco is and has been since January 2000, President and Chief
Executive Officer of ShangriLa Consulting, Inc. Prior to that Mr. Brutoco was
President and Chief Executive Officer of Dorason Corporation for more than the past five
years. ShangriLa Consulting, Inc. is affiliated with the ShangriLa Group, a
privately held consulting and merchant banking concern. In addition, through
October 1998, Mr. Brutoco served as the Chief Executive Officer and a director
of Red Rose Collection, Inc., a San Francisco-based mail order catalog and
retail company.
Michael L. Ray, Ph.D. has been on the faculty at Stanford University since
1967 and is currently the John G. McCoy -- Banc One Corporation Professor of
Creativity and Innovation and of Marketing Emeritus at Stanford'sStanford University's
Graduate School of Business. Professor Ray is a social psychologist with
training and extensive experience in advertising and marketing management and
has served as a private consultant to numerous companies since 1965. He is also President and
Chief Creative Officer of Insight Out Collaborations Inc. and a director of
Gardenburger, Inc.1967.
Sheldon I. Stein is a Senior Managing Director of Bear Stearns & Co. Inc.
("Bear Stearns") and oversees its United States regional investment banking
offices.runs the
Southwest Investment Banking Group. Mr. Stein joined Bear Stearns in August
1986. He is a director of Home Interiors & Gifts, Inc., Fresh America Corp., Precept Business Services, Inc.,
Tandycrafts, Inc. and is a Trustee of
Brandeis University.
George ZimmerKathleen Mason has been the President, Chief Executive Officer and James E. Zimmer are brothers,a
director of Tuesday Morning Corporation, a retailer of first quality, deep
discount and Robert E. Zimmercloseout home furnishings and gifts, since July 2000.
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From December 1999 to July 2000, Ms. Mason was a freelance retailing consultant.
From June 1999 to November 1999, she was President and Chief Merchandising
Officer of Filene's Basement, Inc. From January 1997 to June 1999 she was
President of the HomeGoods Division of The TJX Companies, Inc., an apparel and
home fashion retailer. Prior to that time she was employed by Cherry & Webb, a
women's apparel specialty chain, from 1987 until 1992, as Executive Vice
President, then until 1997 as Chairman, President and Chief Executive Officer.
Ms. Mason is their father.also a director of Genesco, Inc.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
During the fiscal year ended January 29, 2000,February 2, 2002, the Board of Directors held
fivesix meetings.
The Board of Directors has an audit committee that operates under a written
charter adopted by the Board of Directors and is comprised of Messrs. Stein
(Chairman), Brutoco and Ray.Ray and Ms. Mason. Each of the audit committee's members
satisfies the definition of independent director as established in the New York
Stock Exchange Listing Standards. It is the duty of the audit committee to
review the Company's financial information and internal controls, review with
the Company's independent public accountants the plan, scope and results of the
annual audit of the Company's financial statements, and to make recommendations
to the Board of Directors as to the selection of independent public accountants.
The audit committee's responsibilities to the Board are further detailed in the
Charter of the Audit Committee. During the fiscal year ended January 29, 2000,February 2, 2002,
the audit committee held one
meeting.three meetings. The audit committee's report appears
below.
The Company has a compensation committee comprised solely of non-employee
directors, Messrs. Stein (Chairman) and Ray. It is the duty of the compensation
committee to consider and approve, on behalf of the Board of Directors,
adjustments to the compensation of the executive officers of the Company and the
implementation of any compensation program for the benefit of any executive
officer of the Company. During the fiscal year ended January 29, 2000,February 2, 2002, the
compensation committee held one meeting.did not meet.
The Company has a stock option committee which consists of Mr. G. Zimmer
that administers the Company's stock option plans. Mr. Goldman was a member of
the stock option committee until his retirement on February 1, 2002. During the
fiscal year ended January 29, 2000,February 2, 2002, the stock option committee did not meet.
During the fiscal year ended February 2, 2002, 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, except for James E. Zimmer who attended
three of five meetings.member.
The Board of Directors has no executive or nominating committee. Director
nominees are determined by the Board of Directors, and nominees proposed by
shareholders will not be considered.
PROPOSAL TO AMEND THE 1996 STOCK OPTION PLAN
On March 25, 2000,AUDIT COMMITTEE REPORT
In accordance with its written charter adopted by the Board of Directors
("Board"), the Audit Committee of the Board ("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. During fiscal year 2001, the Audit Committee had three meetings, and
the Audit Committee chair, as representative of the Audit Committee,
communicated with the financial management and independent auditors regarding
the interim financial information contained in each quarterly earnings
announcement prior to public release.
In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees,"
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 auditors the
quality and adequacy of the Company's internal controls. The Audit Committee
reviewed with the independent auditors their audit plan, audit scope, and
identification of audit risks.
The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing
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Standards No. 61, as amended, "Communication with Audit Committees" and, with
and without management present, discussed and reviewed the results of the
independent auditors' examination of the financial statements.
The Audit Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended February 2, 2002, with management
and the independent auditors. Management has the responsibility for the
preparation of the Company's financial statements and the independent auditors
have the responsibility for the examination of those statements.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Audit Committee recommended to the Board that the
Company's audited financial statements be included in its Annual Report on Form
10-K for the fiscal year ended February 2, 2002, for filing with the Securities
and Exchange Commission. The Audit Committee also approved the reappointment,
subject to shareholder approval, of the independent auditors and the Board also
approved such reappointment.
AUDIT COMMITTEE
Sheldon I. Stein, Chairman
Michael L. Ray, Ph.D.
Kathleen Mason
SHAREHOLDER PROPOSAL REGARDING A CODE OF CONDUCT
BASED ON THE UNITED NATION'S INTERNATIONAL LABOR
ORGANIZATION'S STANDARDS FOR WORKERS RIGHTS
New York City Employees' Retirement System, New York City Teachers'
Retirement System, New York City Police Pension Fund Art 2, New York City Fire
Department Pension Fund Art 2B, holders as of December 26, 2001 of 87,775,
43,550, 25,075 and 8,175 shares of the Company's common stock, respectively,
each located at The City of New York Office of the Comptroller, 1 Centre Street,
New York, New York 10007-2341, have given formal notice that they will introduce
a resolution at the forthcoming annual meeting. The Company is not responsible
for such proposal, which provides as follows:
"Whereas, reports of human rights abuses in the overseas subsidiaries
and suppliers of some U.S.-based corporations has led to an amendmentincreased
public awareness of the problems of child labor, "sweatshop" conditions,
and the denial of labor rights in U.S. corporate overseas operations, and
Whereas, corporate violations of human rights in these overseas
operations can lead to The Men's Wearhouse, Inc. 1996 Stock
Option Plan (the "1996 Option Plan") to increase the totalnegative publicity, public protests, and a loss of
consumer confidence which can have a negative impact on shareholder value,
and
Whereas, a number of sharescorporations have implemented independent
monitoring programs with respected human rights and religious organizations
to strengthen compliance with international human rights norms in
subsidiary and supplier factories, and
Whereas, these standards incorporate the conventions of Common Stockthe United
Nation's International Labor Organization (ILO) on workplace human rights
which include the following principles:
(1) All workers have the right to form and join trade unions and to
bargain collectively. (ILO Conventions 87 and 98)
(2) Workers representatives shall not be the subject of
discrimination and shall have access to all workplaces necessary to
enable them to carry out their representation functions. (ILO Convention
135)
(3) There shall be no discrimination or intimidation in employment.
Equality of opportunity and treatment shall be provided regardless of
race, color, sex, religion, political opinion, age, nationality, social
origin, or other distinguishing characteristics. (ILO Convention 100 and
111)
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(4) Employment shall be freely chosen. There shall be no use of
force, including bonded or prison labor. (ILO Conventions 29 and 105)
(5) There shall be no use of child labor. (ILO Convention 138),
and,
Whereas, independent monitoring of corporate adherence to these
standards is essential if consumer and investor confidence in our company's
commitment to human rights is to be maintained,
Therefore, be it resolved that shareholders request that the company commit
itself to the implementation of a code of corporate conduct based on the
aforementioned ILO human rights standards by its international suppliers
and in its own international production facilities and commit to a program
of outside, independent monitoring of compliance with these standards."
THE COMPANY'S STATEMENT IN OPPOSITION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
The Company is strongly committed to maintaining high standards with
respect to which options underworkplace human rights. The Company itself does not operate any
facilities overseas, but purchases goods from vendors who have overseas
operations and engages in a direct sourcing program whereby the plan may be granted from
1,125,000 sharesCompany
contracts directly with third parties, predominantly in Italy, China and Mexico,
to 1,850,000 shares. There are currently 234,577 shares
available for the grant of future options under the 1996 Option Plan. As
amended, and after giving effect to past stock dividends, the 1996 Option Plan
will provide for the grant of options to purchase up to 1,850,000 shares of
Common Stock of which 959,577 shares will be available for the grant of future
options. The individuals eligible to participate in
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the 1996 Option Plan are such full-time key employees, including officers and
employee directors,manufacture certain of the merchandise sold in the Company's stores. We
attempt to select only overseas vendor partners and facilities who are committed
to following standards and business practices consistent with our own and have a
long-standing relationship with most of our vendors and direct sourcing
facilities. Further, the manufacturing of tailored clothing requires a more
experienced work force and, therefore, does not lend itself to the "sweatshop"
conditions referred to in the proposal. Additionally, we have a practice of
inspecting on a periodic basis the factories where goods are produced to our
specifications and quality requirements. This inspection process is important
for monitoring quality control and also allows us to monitor workplace
conditions. The Company orhas on occasion undertaken efforts to gain improvements
in conditions where warranted.
Accordingly, we believe we have already implemented practices to address
subjects mentioned in this shareholder proposal. Indeed, the proponents of any parent or subsidiary corporation,
or, solely with respect to non-statutory options granted under the 1996 Option
Plan, any entity affiliated withthis
proposal have not suggested that the Company under section 414has failed to meet any appropriate
workplace standards. We believe the Company's existing practices have worked
well and the requested commitment called for by this proposal is duplicative of
our existing efforts. Also, certain provisions of the Internal
Revenue Codeproposal are vague and
overbroad and in some instances would require the Company to take action beyond
our ability to effectuate. We think we can be most effective by continuing to
focus on our existing standards and practices, rather than introducing a new and
duplicative statement of 1986, as amended (the "Code"), as the Stock Option Committee of
theprinciples. The Board of Directors which administers the 1996 Option Plan, may determine
from time to time; provided however, George Zimmer, Richard E. Goldman, Robert
E. Zimmer and James E. Zimmer aretherefore does not
eligible to participatebelieve that adoption of this proposal is necessary or in the 1996 Option
Plan. Options granted under the 1996 Option Plan may be either options intended
to be "incentive stock options" within the meaning of section 422best interests of
the Code
(an "incentive stock option") or non-statutory stock options that would not
constitute incentive stock options (a "non-statutory stock option"). Options
granted under the 1996 Option Plan must be exercised within the ten years from
the date of grant, and, unless otherwise provided by the Stock Option Committee,
vest with respect to one-third of the shares covered thereby on each of the
first three anniversaries of the date of the grant. The price at which shares
may be purchased pursuant to a non-statutory option may not be less than 50% of
the fair market value of the shares of Common Stock on the date the option is
granted. In the case of any eligible employee who owns or is deemed to own stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its parent or subsidiaries, the option price of any
incentive stock option granted under the 1996 Option Plan may not be less than
110% of the fair market value of the Common Stock on the date of the grant, and
the exercisable period may not exceed five years from the date of the grant.
With respect to any other eligible employee, the option price of any incentive
stock option granted under the 1996 Option Plan may not be less than 100% of
such fair market value.
Options granted under the 1996 Option Plan are not transferable by the
optionee other than by will or under the laws of descent and distribution. Such
options terminate on the earlier of the date of the expiration of the option or
one day less than one month after the date the optionee terminated employment
with the Company for any reason other than death, disability or retirement of
the optionee. During such one-month period, the optionee may exercise the option
in respect of the number of shares that were vested on the date of such
severance of employment. In the event of severance because of disability of an
optionee and before the date of expiration of the option, the option terminates
on the earlier of such date of expiration or one year following the date of
severance, during which period the optionee may exercise the option in respect
of the number of shares that were vested on the date of severance because of
disability. In the event of the death of the optionee, the option terminates on
the earlier of the date of expiration of the option or one-year following the
date of death. In the event of the retirement of the optionee, a non-statutory
option terminates on the earlier of the date of expiration of the option or one
year following the date of retirement. In the event of the death, disability or
retirement of the optionee, the optionee or, in case of death, the executors or
administrators of the optionee or other person to whom his or her option may be
transferred by will or by the laws of descent and distribution, may exercise the
option in respect of the number of shares that were vested on the date of the
optionee's severance due to disability, death or retirement.
No optionee will recognize income upon the grant of an option under the
1996 Option Plan. Upon the exercise of any portion of a non-statutory stock
option, the optionee will recognize taxable ordinary income equal to the excess
of the fair market value of the shares so acquired as of the date of exercise
over the option price paid for such shares. The Company ordinarily will be
entitled to a deduction for compensation expense in an amount equal to the
amount of such ordinary income, subject to certain limitations that apply if the
optionee's aggregate compensation is greater than $1 million. There is also a
withholding requirement on the date of exercise. Although compensation income in
excess of $1 million may not, under certain circumstances, be deductible by the
Company, the Company does not anticipate that the optionee's compensation will
exceed the $1 million limit on deductions. Upon disposition of the shares
acquired upon the exercise of the option, the optionee will generally recognize
a long-term or short-term (depending on how long the shares were held) capital
gain or loss equal to the excess of the amount realized by him or her upon such
disposition over the fair market value of the shares on the date he or she
exercised the option.
Generally, in the case of an incentive stock option, if the optionee does
not dispose of shares acquired pursuant to the exercise of such option within
two years from the date the option was granted or within one year after the
shares were transferred to him or her, no income would be recognized by the
optionee by reason
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of his or her exercise of the option. However, for purposes of the optionee's
alternative minimum tax computation, the excess of the fair market value of the
acquired shares as of the date of exercise over the exercise price may
constitute taxable income. Upon a subsequent disposition of acquired shares, the
difference between the option price and the amount realized would be treated as
long-term capital gain or loss. If an optionee does not dispose of his or her
shares acquired pursuant to his or her exercise of an incentive stock option
before the end of the two-year or one-year holding period noted above, the
Company would not be entitled to any deduction in connection with the grant or
exercise of the option or the disposition of the acquired shares. On the other
hand, if an optionee disposes of shares acquired pursuant to his or her exercise
of an incentive stock option before the end of the two-year or one-year holding
periods, the optionee would be treated as having received, at the time of
disposition, compensation equal to the excess of the fair market value of the
shares at the time of exercise (or, in the case of a sale in which a loss would
be recognized, the amount realized on the sale, if less) over the option price.
This amount of compensation would be taxable as ordinary income. In addition,
any amount realized in excess of the fair market value of the shares at the time
of exercise would be treated as long-term or short-term capital gain, depending
on how long the shares were held. Subject to the $1 million limitation discussed
above, the Company ordinarily would be entitled to a deduction at the same time,
and in the same amount, as the compensation that is treated as being received by
the optionee.
As of May 17, 2000, the closing price of a share of Common Stock on The
Nasdaq Stock Market was $22.75.
The following table sets forth the options granted under the 1996 Option
Plan to the following individuals on February 1, 2000:
NUMBER EXERCISE PRICE
NAME OF SHARES PER SHARE $
- ---- --------- --------------
George Zimmer............................................... -- --
David H. Edwab.............................................. 40,000 23.63
Eric Lane................................................... 115,000 23.63
Charles Bresler............................................. 97,500 23.63
James E. Zimmer............................................. -- --
All executive officers as a group (17 persons).............. 311,500 23.63
Company.
THE BOARD OF DIRECTORS RECOMMENDS ATHAT SHAREHOLDERS VOTE "FOR"AGAINST APPROVAL
OF THE AMENDMENT TOPROPOSAL REGARDING A CODE OF CONDUCT BASED ON THE 1996 OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WITH
RESPECT TO WHICH OPTIONS MAY BE GRANTED UNDER THE PLAN.
PROPOSAL TO AMEND THE 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
On March 25, 2000, the Board of Directors approved, subject to approval by
the shareholders, an amendment to the Company's 1992 Non-Employee Director Stock
Option Plan (the "Director Plan") to increase the total number of shares of
Common Stock with respect to which options under the plan may be granted from
67,500 shares to 117,500 shares. There are currently 14,250 shares available for
the grant of future options under the Director Plan. As amended, after giving
effect to past stock dividends, the Director Plan will provide for the grant of
options to purchase up to 117,500 shares of Common Stock, of which 64,250 shares
will be available for the grant of future options. There are currently three
non-employee directors of the Company who are eligible to participate in the
Director Plan. All options granted permit the non-employee director to purchase
the option shares at the closing price on the date of grant and become
exercisable one year after the date of grant.
Options granted under the Director Plan must be exercised within ten years
of the date of grant. Such options terminate on the earlier of the date of the
expiration of the option or one day less than one month after the date the
optionee ceases to serve as a director of the Company for any reason other than
death, disability or retirement of the director. If an optionee dies while
serving as a director of the Company or ceases to be aUNITED NATION'S
INTERNATIONAL LABOR ORGANIZATION'S STANDARDS FOR WORKERS RIGHTS.
5
8
director as a result of disability or retirement, the option terminates on the
earlier of the date of expiration of the option or one year following the date
on which he or she ceased to be a director. The optionee or, in the case of
death, the executors or administrators of the optionee or other person to whom
his or her option may be transferred by will or by the laws of descent and
distribution may exercise the option with respect to the number of shares that
were vested on the date of death, disability or retirement.
No optionee will recognize income upon the grant of an option under the
Director Plan. Upon the exercise of any portion of a stock option, the optionee
will recognize taxable ordinary income equal to the excess of the fair market
value of the shares so acquired as of the date of exercise over the option price
paid for such shares. The Company receives a deduction for compensation expense
in an amount equal to the amount of such ordinary income, and there is a
withholding requirement on the date of exercise. Upon disposition of the shares
acquired upon the exercise of the option, the optionee will generally recognize
a long-term or short-term (depending on how long the shares were held) capital
gain or loss equal to the excess of the amount realized by him or her upon such
disposition over the fair market value of the shares on the date he or she
exercised the option.
The following table sets forth the options granted under the Director Plan
to each of the non-employee directors on January 28, 2000:
NUMBER EXERCISE PRICE
NAME OF SHARES PER SHARE $
- ---- --------- --------------
Rinaldo Brutoco............................................. 2,000 24.125
Michael L. Ray.............................................. 2,000 24.125
Sheldon I. Stein............................................ 2,000 24.125
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE DIRECTOR PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WITH RESPECT
TO WHICH OPTIONS MAY BE GRANTED UNDER THE PLAN.
6
9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the Record Date, except
as noted in note (1) below, with respect to the beneficial ownership of Common
Stock by (i) each director, which includes(ii) each executive officer named in the Summary
Compensation Table herein (ii)below, (iii) each shareholder known by the Company to be the
beneficial owner of more than 5% of the Common Stock and (iii)(iv) all executive
officers and directors of the Company as a group. Unless otherwise indicated,
each person has sole voting power and investment power with respect to the
shares attributed to him or her.
% OF
OUTSTANDING
NAME NUMBER OF SHARES SHARES
- ---- ----------------------------------- -----------
AMVESCAP PLC.......................................... 6,518,989(1) 15.99
11PRIMECAP Management Company............................... 2,983,200(1) 7.0
225 South Lake Avenue #400
Pasadena, California 91101
Merrill Lynch & Co., Inc. ................................ 2,838,877(2) 6.7
World Financial Center, North Tower
250 Vesey Street
New York, New York 10381
Vanguard HorizonFunds-Vanguard Capital Opportunity Fund... 2,850,000(3) 7.0
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
FMR Corp. ................................................ 3,186,740(4) 7.8
82 Devonshire Square
London, England EC2M 4YR
-or-
1315 Peachtree Street
N.E
Atlanta, Georgia 30309Boston, Massachusetts 02109
Wasatch Advisors.......................................... 3,709,875(5) 8.8
150 Social Hall Avenue
Salt Lake City, Utah 84111
George Zimmer(2)...................................... 4,140,191(3)(4)(14) 9.8(15)Zimmer(6).......................................... 3,979,482(7)(8)(20) 9.6
Richard E. Goldman.................................... 1,957,441(14) 4.7(15)Goldman........................................ 1,718,185(20) 4.1
Robert E. Zimmer...................................... 1,330,872(4)(5)(14) 3.2(15)Zimmer.......................................... 1,330,660(8)(9)(20) 3.2
James E. Zimmer....................................... 1,047,727(4)(6)(14) 2.5(15)Zimmer........................................... 978,079(8)(10)(20) 2.4
Stephen H. Greenspan.................................. 532,542(9) 1.3(15)
Harry M. Levy......................................... 121,750(8)(14) *(15)Greenspan...................................... 250,633(11) *
David H. Edwab........................................ 91,120(4)(7)(14) *(15)Edwab............................................ 124,237(8)(12)(20) *
Rinaldo Brutoco....................................... 23,750(10) *(15)S. Brutoco........................................ 21,000(13) *
Sheldon I. Stein...................................... 20,561(12) *(15)Stein.......................................... 20,061(14) *
Michael L. Ray........................................ 9,500(11) *(15)Ray, Ph.D. .................................... 13,500(15) *
Kathleen Mason............................................ 3,000(15) *
Eric J. Lane.............................................. 80,900(16)(20) *
Charles Bresler, Ph.D. ................................... 54,976(17)(20) *
Neill P. Davis............................................ 21,659(18)(20) *
All executive officers and directors as a group (20
persons)............................................ 9,503,646(4)(13)(14) 22.6(15)(17
Persons)................................................ 8,670,545(8)(19)(20) 20.9
- ---------------
* Less than 1%
(1) Based on a Schedule 13G filed on January 7, 2000, AMVESCAP PLC,10, 2002, PRIMECAP Management
Company has sole voting power with respect to 133,200 of these shares and
dispositive power with respect to all of these shares.
(2) Based on a parent
holding company, and certainSchedule 13G filed on February 5, 2002, Merrill Lynch & Co.,
Inc. (ML&Co."), on behalf of itsMerrill Lynch Investment Managers, an
operating division of ML&Co.'s indirectly owned asset management
subsidiaries, AVZ, Inc., AIM Management
Group Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO North
American Holdings, Inc., INVESCO Capital Management, Inc., INVESCO Funds
Group, Inc., INVESCO Management & Research, Inc., INVESCO Realty Advisers,
Inc., and INVESCO (NY)Fund Asset Management, Inc.L.P., Merrill Lynch Investment
Managers Limited, Merrill Lynch Investment Managers, L.P. and QA Advisor
L.L.C. have shared voting and dispositive powers with respect to these
shares. Ownership of such shares is disclaimed pursuant to Section 13d-4 of
the Securities Exchange Act of 1934.
6
(3) Based on a Schedule 13G filed on February 12, 2002, Vanguard
HorizonFunds-Vanguard Capital Opportunity Fund has sole voting power and
holdshared dispositive power with respect to these sharesshares.
(4) Based on behalfa Schedule 13G filed on February 14, 2002, FMR Corp. and Edward C.
Johnson 3d and Abigail P. Johnson, each as a shareholder, officer and/or
director of otherFMR Corp., have sole voting and dispositive powers with respect
to these shares. Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR Corp., is the beneficial owner of these shares. However,
various persons who have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, suchthese shares.
(2)Multiple Fidelity Funds hold shares in the Company, the largest of which is
Fidelity Low Priced Stock Fund with an interest in 3,060,000 shares.
(5) Based on a Schedule 13G filed on February 14, 2002, Wasatch Advisors, Inc.
has sole voting power and dispositive power with respect to all of these
shares.
(6) The business address of the shareholder is 40650 Encyclopedia Circle,
Fremont, California 94538-2453.
(3) All such(7) Includes 3,935,583 shares are held by George Zimmer in his capacity as trustee
for the George Zimmer 1988 Living Trust.
(4)(8) Excludes 222,782146,599 shares held by The Zimmer Family Foundation with respect
to which this officer and director has shared voting and dispositive power.
(5)(9) Does not include the 31,666 shares of Common Stock held by Robert Zimmer's
wife.
(6)(10) Includes 1,007,899940,897 shares held by James Zimmer in his capacity as trustee for
the James Edward Zimmer 1989 Living Trust and 8,1995,464 shares held by Mr.
Zimmer's wife and minor children.
(7)(11) Includes 14,68716,125 shares that may be acquired within 60 days upon the
exercise of stock options and includes 219,234 shares in a Family Limited
Partnership.
(12) Includes 2,717 shares held by David H. Edwab in his capacity as trustee of
the David H. Edwab and Mary Margaret Edwab Family Trust. Also includes
75,000120,000 shares that may be acquired within 60 days upon exercise of stock
options.
(8)(13) Includes 55,62519,500 shares that may be acquired within 60 days upon the
exercise of stock options.
(14) Includes 15,000 shares that may be acquired within 60 days upon the
exercise of stock options and includes 3005,061 shares held by Mr. Levy's minor
daughter.
7
10
(9)Stein's
sons.
(15) Represents shares that may be acquired within 60 days upon the exercise of
stock options.
(16) Includes 12,09378,938 shares that may be acquired within 60 days upon the
exercise of stock options.
(17) Includes 54,250 shares that may be acquired within 60 days upon the
exercise of stock options and includes 359,235225 shares in a Family Limited
Partnership.
(10)allocated to the 401(k) account of
Mr. Bresler under The Men's Wearhouse, Inc. 401(k) Savings Plan (the
"401(k) Savings Plan").
(18) Includes 22,25017,500 shares that may be acquired within 60 days upon the
exercise of stock options.
(11) Represents(19) Includes 474,939 shares that may be acquired within 60 days upon the
exercise of stock options.
(12)(20) Includes 15,50043,899 shares, that may be acquired within 60 days upon the
exercise of stock options and includes 3,5612,323 shares, held by Mr. Stein's
minor sons.
(13) Includes 383,40740,080 shares, that may be acquired within 60 days upon the
exercise of stock options.
(14) Includes 43,80831,718 shares, 2,5341,520
shares, 39,9901,812 shares, 31,629501 shares, 1,433
shares, 17,211159 shares and 165,585123,214 shares,
respectively, allocated to theThe Men's Wearhouse, Inc. Employee Stock Plan
(the "ESP") accounts of Messrs. George Zimmer, Robert Zimmer, Richard
Goldman, James Zimmer, David Edwab, Eric Lane, Charles Bresler and LevyNeill
Davis and to all executive officers and directors of the Company as a
group, under The Men's Wearhousethe ESP. The ESP provides that participants have voting power
with respect to these shares but do not have investment power over these
shares.
(15) The number of total outstanding shares used in calculating the percentage
includes the 683,605 shares to be issued in connection with the
Exchangeable Shares and 383,407 shares that may be acquired within 60 days
upon the exercise of stock options.7
EXECUTIVE OFFICERS
The following table lists the name, age, current position and period of
service with the Company of each executive officer of the Company. Each
executive officer of the Company was elected by the Board of Directors of the
Company and will hold office until the next annual meeting of the Board of
Directors or until his or her successor shall have been elected and qualified.
EXECUTIVE
OFFICER
NAME AGE POSITION WITH THE COMPANY SINCE
- ---- --- ------------------------- ---------
George Zimmer......................... 51Zimmer............... 53 Chairman of the Board and Chief Executive Officer 1974
David H. Edwab........................ 45 PresidentEdwab.............. 47 Vice Chairman of the Board 1991
Eric J. Lane.......................... 40Lane................ 42 President and Chief Operating Officer 1993
Richard E. Goldman.................... 49Charles Bresler, Ph.D....... 53 Executive Vice President 1975
Bruce Hampton.........................1993
Neill P. Davis.............. 45 Executive Vice President, 1992
Charles Bresler, Ph.D................. 51 Executive Vice President 1993
Harry M. Levy......................... 51 Executive Vice President -- PlanningChief Financial Officer, 1997
Treasurer and Systems 1991Principal Financial Officer
Robert E. Zimmer...................... 76Zimmer............ 78 Senior Vice President -- Real Estate 1974
James E. Zimmer....................... 48Zimmer............. 50 Senior Vice President -- Merchandising 1975
Theodore T. Biele..................... 49 SeniorDouglas S. Ewert............ 38 Executive Vice President -- Store
Operations 1996
Douglas S. Ewert...................... 37 Senior Vice President -- Merchandisingand General Merchandise 2000
Thomas L. Jennings....................Manager
Gary G. Ckodre.............. 52 Senior Vice President -- Real Estate 2000
James D. Young........................ 46 Senior Vice President -- Logistics and Distribution 2000
Gary G. Ckodre........................ 50 Vice President -- FinancePrincipal Accounting 1992
Neill P. Davis........................ 43 Vice President and Treasurer 1997Officer
Jeffery Marshall...................... 47Marshall............ 49 Vice President and Chief Information Officer 1999
Stephen H. Greenspan.................. 59Ronald B. Covin............. 53 Chief Executive Officer -- K&G Men's Center 1999Company 2001
See the table under "Election of Directors" for the past business
experience of Messrs. George Zimmer Edwab, Goldman, Levy, Robert E. Zimmer,
James E. Zimmer, and Greenspan.
8
11David Edwab.
Eric J. Lane joined the Company in 1988. From 1991 to 1993 he served as
Vice President -- Store Operations and in 1993 he was named Senior Vice
President -- Merchandising. In February 1997 Mr. Lane became Chief Operating
Officer of the Company.
Bruce Hampton joined the Company in 1980. From 1991 to 1992 he served as
Vice President -- Store Operations and in 1992November 2000 he was named Senior Vice
President -- Store Operations. In 1995 he was named Executive Vice President.of the
Company.
Charles Bresler, Ph.D. joined the Company in 1993. From 1993 to 1998 he
served as Senior Vice President -- Human Development. In February 1998 he was
named Executive Vice President.
Theodore T. Biele, Jr. joined the Company in 1983. Since 1990 he served in
various management capacities within store operations. From 1994 to 1996 he
served as Vice President -- Store Operations and in 1996 he was named Senior
Vice President -- Store Operations.
Douglas S. Ewert joined the Company in 1995. From 1996 to 1999 he served as
General Merchandise Manager. From 1999 to 2000 he served as Vice President
- -- Merchandising and General Merchandise Manager. In April 2000 he was named
Senior Vice President -- Merchandising. Before joining the Company he served as
a Divisional Merchandise Manager for R.H. Macy since 1992.
Thomas L. Jennings joined the Company in 1996. From 1997 to 2000 he served
as Vice President -- Real Estate. In April 2000 he was named Senior Vice
President -- Real Estate. Before joining the Company he served as Vice President
of Real Estate for Mac Frugal's, Inc. since 1992.
James D. Young joined the Company in 1974. Since 1977 he served in various
management capacities within the Company. From 1991 to 2000 he served as Vice
President -- Logistics & Distribution and in April 2000 he was named Senior Vice
President -- Logistics & Distribution.
Gary G. Ckodre joined the Company in 1992. Since 1992 he served as the
Chief Accounting Officer and in February 1997 he was named Vice
President -- Finance and Principal Financial and Accounting Officer.
Neill P. Davis joined the Company in 1997. Since 1997 he served as Vice
President and Treasurer and in November 2000 he was named Senior Vice President,
Chief Financial Officer and Treasurer. In March 2001 he was named Principal
Financial Officer. In March 2002 he was promoted to Executive Vice President and
remains Chief Financial Officer, Treasurer and Principal Financial Officer.
Before joining the Company, he served as Senior Vice President and Manager in
the Global Corporate Group of NationsBank (currently Bank of America) since
1987. He has 17 years of corporate banking experience, all with NationsBank and
its predecessors.
Robert E. Zimmer has served as Senior Vice President of the Company since
its incorporation in 1974 and is primarily responsible for new store site
selection and arrangements. Mr. R. Zimmer has served as a director of the
Company since its incorporation in 1974 but will not seek re-election at this
year's Annual Meeting.
James E. Zimmer has served as Senior Vice President of the Company since
1975 and works primarily with the President and Chief Operating Officer in
coordinating the Company's merchandising function. Mr. J. Zimmer has served as a
director of the Company since 1975 but will not seek re-election at this year's
Annual Meeting.
Douglas S. Ewert joined the Company in 1995. From 1996 to 1999 he served as
General Merchandise Manager. From 1999 to 2000 he served as Vice
President -- Merchandising and General Merchandise Manager. In April 2000 he was
named Senior Vice President -- Merchandising, and in March 2001 he was named
Executive Vice President and Chief Operating Officer, K&G Men's Company. In
March 2002, he was named Executive Vice President and General Merchandise
Manager.
8
Gary G. Ckodre joined the Company in 1992. Since 1992 he served as the
Chief Accounting Officer, in February 1997 he was named Vice
President -- Finance and Principal Financial and Accounting Officer, and in
March 2001 he was named Senior Vice President and Principal Accounting Officer.
Jeffrey Marshall joined the Company in 1996. From 1996 to 1999 he served as
Vice President -- Information and Technology and in July 1999 he was named Chief
Information Officer of the Company.
Ronald B. Covin joined the Company in 2001 when he was named Chief
Executive Officer of K&G Men's Company Inc. Before joining the Company, he was an
independent consultant from 1995 to 1996 andMr.
Covin served as Chief Operating Officerthe President of Johnson Control Network Services,Off 5th SAKS Fifth Avenue Outlet ("Off 5th"), a
division of Saks Inc., from 19931999 to 1995.2001, as Senior Vice President and General
Manager of Off 5th from 1997 to 1999 and as Senior Vice President and General
Merchandise Manager of Off 5th from 1994 to 1997. He has at least 25 years
experience in the retail industry.
George Zimmer and James E. Zimmer are brothers, and Robert E. Zimmer is
their father.
9
12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding cash
compensation paid for services rendered during the last three fiscal years to
each of the Company's five most highly compensated executive officers, including
the Chief Executive Officer:
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(6) OPTIONS(10)(5) OPTIONS(7) ($)(7)(9)
- --------------------------- ---- --------- -------------------- ----------- ------------ ------------ ------------
George Zimmer,................... 1999 420,000 87,500(1)Zimmer................ 2001 420,000(1) 25,000(2) -- -- 68,718(8)78,764(10)
Chairman of the Board and 1998 420,000 87,500(2)2000 428,076 37,500(3) -- -- 66,489(8)74,360(10)
Chief Executive Officer 19971999 420,000 87,500(3)87,500(4) -- -- 62,038(8)
David H. Edwab,..................68,718(10)
Eric J. Lane................. 2001 401,346(1) 25,000(2) 17,388(6) -- 4,220(11)(12)
President and Chief 2000 355,385 37,500(3) 44,793(6) 115,000(8) 1,575(12)
Operating Officer 1999 420,000 87,500(1)301,000 87,500(4) 41,900(6) -- 982(12)
James E. Zimmer.............. 2001 360,000(1) 15,000(2) -- -- 9,634(9)
President 1998 410,000 87,500(2) -- -- 9,619(9)
1997 350,000 332,575(4) -- 150,000 8,617(9)
Eric Lane,....................... 1999 301,000 87,500(1) 41,900(5) -- 822
Chief Operating Officer 1998 260,000 43,750(2) -- -- 933
1997 247,553 35,000(3) -- 7,500 506
Charles Bresler,................. 1999 260,000 87,500(1) -- -- 810
Executive Vice President 1998 214,000 35,000(2) -- -- 933
1997 171,400 31,500(3) -- -- 506
James E. Zimmer,................. 1999 360,000 52,500(1) -- -- 1,0981,362
Senior Vice President -- 1998 360,000 52,500(2)2000 366,923 22,500(3) -- -- 9331,007
Merchandising 1997 356,000 52,500(3)1999 360,000 52,500(4) -- -- 5061,098
Charles Bresler, Ph.D........ 2001 324,808(1) 25,000(2) -- -- 1,218(12)
Executive Vice President 2000 296,769 37,500(3) -- 97,500(8) 1,591(12)
1999 260,000 87,500(4) -- -- 970(12)
Neill P. Davis............... 2001 292,731(1) 10,000(2) -- 7,500(8) 1,009
Executive Vice President, 2000 257,712 13,500(3) -- 3,500(8) 1,401
CFO Treasurer and 1999 232,583 26,250(4) -- -- 802
Principal Financial
Officer
- ---------------
(1) Represents salary for 52 weeks for the fiscal year 2001.
(2) Represents bonus paid in April 2002 relating to services performed in 2001.
(3) Represents bonus paid in April 2001 relating to services performed in 2000.
(4) Represents bonus paid in April 2000 relating to services performed in 1999.
(2) Represents bonus paid in April 1999 relating to services performed in 1998.
(3) Represents bonus paid in April 1998 relating to services performed in 1997.
(4) Represents (i) the cash amount of $288,825 paid to Mr. Edwab during 1997
pursuant to his Employment Agreement with the Company upon the exercise of
his option to acquire 110,654 shares of Common Stock, which amounts were
used to fund the purchase price thereof (see "-- Employment Agreement and
Stock Options") and (ii) a bonus of $43,750 was paid in April 1998 relating
to services performed in the preceding fiscal year.
(5) Represents cash paid to Mr. Lane in connection with the repayment of the
advance given to Mr. Lane and interest related thereto (see "Certain
Relationships and Related Transactions").
(6) Excludes perquisites and other benefits because the aggregate amount of
such compensation was the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer.
(6) Represents cash paid to Mr. Lane in connection with the repayment of the
advance given to Mr. Lane to enable him to purchase a residence (see
"Certain Relationships and Related Transactions").
(7) All share amounts have been adjusted to reflect a 50% stock dividend
effected in June 1998.
(8) Represents number of options granted to the named executive officer.
(9) Represents the amount of the Company's contribution to the ESP allocated in
the indicated year to the account of the named executive officer.
(8)(10) Also includes $77,268, $73,503 and $67,508 $65,556in 2001, 2000, and $61,532 in 1999, 1998 and 1997,
respectively, for the allocated dollar value of the benefits to Mr. George
Zimmer of life insurance premiums paid on his behalf, subject to certain
split-dollar provisions in favor of the Company.
(9)(11) Also includes $8,815, $8,683, and $8,111,$2,987 in 1999, 1998, and 1997,
respectively,2001 for the allocated dollar value of the benefitbenefits
to Mr. EdwabEric Lane of life insurance premiums paid on his behalf, subject to
certain split-
dollarsplit-dollar provisions in favor of the Company.
(10) All share amounts have been adjusted to reflect a 50% stock dividend
effected in June 1998.
10
13
EMPLOYMENT AGREEMENT AND STOCK OPTIONS
To induce David H. Edwab to leave his employment(12) Also includes $200, $200 and join the Company, the
Company entered into an Employment Agreement with Mr. Edwab effective January
31, 1991 (as amended, the "Employment Agreement") for an initial term beginning
February 25, 1991 and extending through February 24, 1999. Thereafter, the
Employment Agreement automatically renews on a yearly basis. Under the
Employment Agreement the Company agreed, among other things, to:
- pay Mr. Edwab an annual base salary of $226,000, plus $12,000 per year
for reimbursement of automobile and club membership expenses;
- pay Mr. Edwab a cash amount (net of state and federal taxes) sufficient
to fund the payment of the purchase price for any option shares acquired
upon any exercise of the option granted to Mr. Edwab under his Employment
Agreement;
- pay the premiums on $3,000,000 in life insurance policies to be owned by
a trust established by Mr. Edwab and payable to beneficiaries designated
by him (subject to certain split-dollar provisions in favor of the
Company). To secure the repayment of the premiums, the Trust has assigned
the policies to the Company as collateral; and
- provide disability and medical insurance coverage and certain other
benefits provided to other employees (other than participation in stock
option plans).
Pursuant to the Employment Agreement, the Company granted Mr. Edwab an
option to purchase 796,705 shares of Common Stock at $1.57 per share until the
later of the termination of Mr. Edwab's employment and January 31, 2011. The
option was immediately exercisable with respect to 33.3% of the option shares.
Since that time the remaining 66.7% of the option shares have become fully
exercisable and the option has been exercised as to all of the option shares.
The Company may terminate Mr. Edwab's employment under the Employment
Agreement for "cause" (as defined in the Employment Agreement), in which event
the Company will pay all compensation and benefits due Mr. Edwab under the
Employment Agreement to the date of termination, which will satisfy all$60 of the Company's obligations under the Employment Agreement.
Effective September 30, 1991, the Company entered into an Option Issuance
Agreement with Mr. Edwab pursuant to which he was granted the right to purchase
additional shares of Common Stock on the same basis and subjectmatching contributions to
the same
terms as401(k) Savings Plan allocated in 2001, 2000, and 1999, respectively, to
the option shares under the Employment Agreement in the event the
Company issues any shares of Common Stock or any warrants, options, convertible
securities or other rights to acquire Common Stock (collectively, "Rights")
during the termaccount of the Option Issuance Agreement. At the same time, the
Employment Agreement was amended to eliminate certain anti-dilution provisions
that provided him with protection in the event of future issuance's of Common
Stock by the Company. Should the Company issue any such shares or Rights,
excluding the option shares issuable under the Employment Agreement, Mr. Edwab
would automatically have the right to purchase a number of shares of Common
Stock equal to .030928 times the number of shares so issued or issuable upon
exercise of the Rights. The purchase price would be equal to the price per share
paid to the Company for the Common Stock so issued or, in the case of Rights,
for the Rights plus the exercise price per share of the Common Stock issuable
thereunder.
Mr. Edwab waived his right to receive additional options under the Option
Issuance Agreement in connection with:
- options granted under the Company's option plans;
- the issuance of 2,531,250 shares of Common Stock pursuant to a public
offering consummated in April 1992;
- the issuance of 1,423,125 shares of Common Stock pursuant to a public
offering consummated in April 1993; and
- the issuance of Common Stock upon conversion of the Company's 5 1/4%
Convertible Subordinated Notes due 2003.
11named executive officer.
10
14
In April 1994, the Option Issuance Agreement was amended to provide that no
options would be granted to Mr. Edwab thereunder in connection with underwritten
public offerings of equity securities by the Company. As amended, both the
Employment Agreement and the Option Issuance Agreement provide that Mr. Edwab
may satisfy his obligation to pay withholding tax relating to his exercise of
any options thereunder by having the Company withhold a number of shares of
Common Stock that would have been issued upon such exercise equal in value to
the amount of such tax owed.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENTAGREEMENTS
The George Zimmer 1988 Living Trust is presently the owner of 4,096,3833,935,583
shares of Common Stock. The Company has been advised that on the demise of
George Zimmer, his estate may be required to publicly sell all or substantially
all of such shares to satisfy estate tax obligations. The public sale of such
number of shares in all probability would destabilize the market for the
Company's publicly traded stock. Accordingly, in November 1994, an agreement was
entered into (commonly known as a split-dollar life insurance agreement) under
the terms of which the Company makes advances of a portion of the premiums for certain life
insurance policies on the life of George Zimmer with an aggregate face value, as
amended, of $25,500,000 purchased by a trust established by Mr. Zimmer. To
secure the repayment of the advances, the trust has assigned the policies to the
Company as collateral. Further, a second split-dollar life insurance agreement
with essentially the same terms as the existing agreement was entered into
relating to a life insurance policy on the life of George Zimmer with a face
value of $1,000,000 purchased by a second trust established by Mr. Zimmer. The
trusts have assigned the additional policies to the Company as collateral.
Additionally, on January 14, 2002, the Company entered into a split dollar
life insurance agreement with Eric Lane under the terms of which the Company
makes advances of the premiums for a life insurance policy with an aggregate
face value of $2,000,000 purchased by Mr. Lane on his life. To secure the
repayment of the advances, Mr. Lane has assigned the policy to the Company as
collateral.
EMPLOYEE STOCK OPTION PLANS
The Company maintains The Men's Wearhouse, Inc. 19921996 Stock Option Plan (the
"1992"1996 Option Plan"), 1996 Option Plan, and 1998 Key Employee Stock Option Plan (the "1998 Option
Plan") (collectively, the "Plans") for the benefit of its full-time key
employees. Under theThe Company also maintained The Men's Wearhouse, Inc. 1992 Stock
Option Plan options to purchase up to
1,071,507 shares of Common Stock may be granted.which expired in February 2002. Under the 1996 Option Plan as
amended, options
to purchase up to 1,850,000 shares of Common Stock may be granted. Under the
1998 Option Plan, options to purchase up to 2,100,000 shares of Common Stock may
be granted.
The Plans are administered by the Stock Option Committee of the Company's
Board of Directors which currently consists of George Zimmer and Richard Goldman.Zimmer. The individuals
eligible to participate in the Plans are such full-time key employees, including
officers and employee directors, of the Company as the Stock Option Committee
may determine from time to time. However:
- George Zimmer, Richard E. Goldman, Robert E. Zimmer and James E. Zimmer are not eligible to
participate in any of the Plans;
- David H. Edwab may not participate in the 1992 Option Plan; and
- no executive officers of the Company may participate in the 1998 Option
Plan.
The Stock Option Committee may grant either (i) incentive stock options
within the meaning of section 422 of the Internal Revenue Code of 1986, as
amended, or (ii) non-statutory stock options under the 1992 Option Plan and the 1996 Option Plan. Only
non-statutory stock options may be granted by the Stock Option Committee under
the 1998 Option Plan. The maximum number of shares subject to options that may
be awarded under the 1996 Option Plan to any employee during any consecutive
three-year period is 500,000 shares of Common Stock. Under the 1992 Option Plan and the 1996 Option Plan,Plans, the
purchase price of shares subject to an option granted under the Plans is
determined by the Stock Option Committee at the date of grant. The purchaseGenerally, the
price at which a non-qualified stock option may be granted may not be less than
50% of the fair market value of the shares of Common Stock on the date of grant.
Options granted under the Plans must be exercised within ten years from the date
of grant. Unless otherwise provided by the Stock Option Committee, the options
vest with respect to one-third of the shares covered thereby on each of the
first three anniversaries of the date of grant. In the case of any eligible
employee who owns or is deemed to own stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its parent
or subsidiaries, (i) the option price of any incentive 12
15
stock option granted may
not be less than 110% of the fair market value of the Common Stock on the date
of grant and (ii) the exercisable period may not exceed five years from date of
grant. With respect to any other eligible employee, the option price of any
incentive stock option may not be less than 100% of such fair market value.
11
Options granted under the Plans are not transferable by the optionee other
than by will or under the laws of descent and distribution. Options granted
under the Plans terminate on the earlier of (i) the expiration date of the
option or (ii) one day less than one month after the date the holder of the
option terminated his or her employment with the Company for any reason other
than the death, disability or, in the case of a non-statutory option, the
retirement of such holder. During such one-month period, the holder may exercise
the option in respect of the number of shares that were vested on the date of
such severance of employment. In the event of severance because of the death or
disability of a holder before the expiration date of the option, the option
terminates on the earlier of such (i) expiration date or (ii) one year following
the date of severance. During this period the holder generally may exercise the
option in respect of the number of shares that were vested on the date of
severance because of disability. In the event of the retirement of the holder, a
non-statutory option terminates on the earlier of (i) the expiration date of the
option or (ii) one yearone-year following the date of retirement. During this period,
the holder generally may exercise the option in respect of the number of shares
that were vested on the date of severance because of retirement.
OPTION GRANTS
No options were grantedThe following table sets forth the aggregate option grants during the last
fiscal year to the named executive officers duringofficers:
OPTION/SAR GRANTS IN FISCAL 2001
GRANT
SHARES OF PERCENT OF DATE
COMMON STOCK TOTAL OPTIONS EXERCISE PRESENT
UNDERLYING GRANTED TO PRICE PER VALUE
NAME OPTIONS(#) EMPLOYEES SHARE($) EXPIRATION ($)(1)
- ---- ------------ ------------- --------- ---------- -------
George Zimmer........................ -- -- -- --
Eric J. Lane......................... -- -- -- --
James E. Zimmer...................... -- -- -- --
Charles Bresler, Ph.D. .............. -- -- -- --
Neill P. Davis....................... 7,500(2) 1.50 24.95 2/22/11 106,064
- ---------------
(1) Based upon Black-Scholes option valuation model. The calculation assumes
volatility of 54.01%, a risk free rate of 4.99%, a six year expected life,
turnover of 6.6%, no expected dividends and option grants at $24.95 per
share. The actual value, if any, which may be realized with respect to any
option will depend on the fiscal
year ended January 29, 2000.amount, if any, by which the stock price exceeds
the exercise price on the date the option is exercised. Thus, such valuation
may not be a reliable indication as to value and there is no assurance the
value realized will be at or near the value estimated by the Black-Scholes
model.
(2) Represents options granted under the 1996 Option Plan which become fully
exercisable on February 22, 2006.
12
OPTION EXERCISES
The following table sets forth the aggregate option exercises during the
last fiscal year and the value of outstanding options at year-end held by the
named executive officers:
AGGREGATE OPTION EXERCISES IN FISCAL 19992001 AND OPTION VALUES AT JANUARY 29, 2000FEBRUARY 2, 2002
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS
ACQUIRED ON VALUE OPTIONS AT YEAR END(#) OPTIONS AT YEAR END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ----------- ------------------------- -------------------------
George Zimmer............... -- -- -- --
David H. Edwab..............Eric J. Lane................ -- -- 75,000/150,000 456,000/566,000
Eric Lane................... -- -- 37,188/40,313 437,000/355,000
Charles Bresler............. -- -- 12,000/36,563 106,000/239,00077,063/108,438 409,490/123,131
James E. Zimmer............. -- -- -- --
Charles Bresler, Ph.D....... -- -- 52,375/93,688 177,766/77,576
Neill P. Davis.............. -- -- 13,000/25,000 57,320/71,651
COMPENSATION OF DIRECTORS
Employee directors of the Company do not receive fees for attending
meetings of the Board of Directors. Each non-employee director of the Company
receives a quarterly retainer of $2,500.$6,250. In addition, under the Director Plan,
as amended, 117,500 shares of common stock may be granted. Under the Director Plan
each person who is a non-employee director on the last business day of each
fiscal year of the Company is granted an option to acquire 2,0003,000 shares of
Common Stock. All options granted permit the non-employee director to purchase
the option shares at the closing price on the date of grant and become
exercisable one year after the date of grant. All options granted under the
Director Plan must be exercised within 10 years of the date of grant. Such
options terminate on the earlier of the date of the expiration of the option or
one day less than one month after the date the director ceases to serve as a
director of the Company for any reason other than death, disability or
retirement as a director.
Pursuant to the terms of the agreement made in November 2000 between the
Company and Mr. Edwab upon his retirement as President in 2001, Mr. Edwab was
not eligible to receive any retainer fees paid to non-employee directors or to
participate in the Director Plan. In lieu thereof, the Company paid Mr. Edwab a
monthly retainer of $5,000, which the Company ceased paying when Mr. Edwab
rejoined the Company on a full-time basis.
On January 28, 2000,February 1, 2002, the Company granted each of Messrs. Brutoco, Stein and
Ray and Ms. Mason an option to purchase 2,0003,000 shares of Common Stock at $24.125$21.86
per share pursuant to the Director Plan.
13
16
PERFORMANCE GRAPH
The following graph compares, as of each of the dates indicated, the
percentage change in the Company's cumulative total shareholder return on the
Common Stock with the cumulative total return of the NASDAQNYSE Composite Index and
the Retail Specialty Apparel Index. The graph assumes that the value of the
investment in the Common Stock and each index was $100 at April 15, 1992 (the
date the Common Stock was first publicly traded) and that all dividends paid by
those companies included in the indices were reinvested. For periods prior to
October 2, 2000, our common stock was quoted on the Nasdaq National Market.
[PERFORMANCE GRAPH]
COMPANY RETAIL SPECIALTY APPAREL NASDAQ COMPOSITE INDEX
------- ------------------------ ----------------------
4/15/92 1.000 1.000 1.000
01/30/93 1.423 1.083 1.167
01/29/94 3.043 1.012 1.327
01/28/95 2.567 0.903 1.287
02/03/96 4.889 1.065 1.863
02/01/97 4.608 1.251 2.416
01/31/98 6.209 2.048 2.854
01/30/99 7.691 3.798 4.455
01/29/00 6.263 3.437 6.840
MEASUREMENT PERIOD (FISCAL YEAR COVERED)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
04/15/92 01/30/93 01/29/94 01/28/95 02/03/96 02/01/97 01/31/98 01/30/99 01/29/00 02/03/01
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Company 1.000 1.423 3.043 2.567 4.889 4.608 6.209 7.691 6.263 8.354
Retail Specialty
Apparel 1.000 1.083 1.012 0.903 1.065 1.251 2.048 3.798 3.437
Nasdaq1.070 0.929 0.802 0.868 1.048 1.680 2.890 2.563 3.028
NYSE Composite
Index 1.000 1.167 1.327 1.287 1.863 2.416 2.854 4.455 6.8401.020 1.215 1.189 1.656 2.099 2.436 2.883 3.308 3.347
- -------------------- --------
02/02/02
- -------------------- --------
Company 5.675
Retail Specialty
Apparel 1.952
NYSE Composite
Index 3.052
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or to the liabilities of sectionSection 18 under the Exchange
Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of Directors of the
Company was, during fiscal 1999,2001, an officer or employee of the Company or any of
its subsidiaries, or was formerly an officer of the Company or any of its
subsidiaries, or had any relationships requiring disclosure by the Company under
Item 404 of Regulation S-K, except as described below:
- Under the terms of an Engagement Letter dated September 9, 1998, Bear
Stearns served as the Company's financial advisor in connection with the
Moores transaction. Mr. Stein, a director of the Company, is a Senior
Managing Director of Bear Stearns and oversees its United States regional
investment banking offices.S-K.
14
17
During fiscal 1999,2001, no executive officer of the Company 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 of the Board of Directors, (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.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee""Compensation Committee") of the Board of
Directors of The Men's Wearhouse, Inc. (the "Company")the Company is pleased to present its 19992001 report on executive
compensation. This Compensation Committee report documents components of the
Company's executive officer compensation programs and describes the basis on
which 19992001 compensation determinations were made by the Compensation Committee
with respect to the executive officers of the Company, including the executive
officers that are named in the compensation tables. The Compensation Committee
is comprised entirely of non-employee directors.
Compensation Philosophy and Overall Objectives of Executive Compensation
Programs
It is the philosophy of the Company to ensure that executive compensation
be directly linked to continuous improvements in corporate financial performance
and increases in shareholder value. The following objectives, which were adopted
by the Compensation Committee, serve as the guiding principles for all
compensation decisions:
- Provide a competitive total compensation package that enables the Company
to retain key executives.
- Integrate pay programs with the Company's annual and long-term business
objectives and strategy, and focus executive behavior on the fulfillment
of those objectives.
- Provide variable compensation opportunities that are directly linked withto
the performance of the Company and that align executive remuneration with
the interests of shareholders.
The Compensation Committee believes that the Company's current executive
compensation program has been designed and is administered in a manner
consistent with these objectives.
Executive Compensation Program Components
The Company uses cash-andcash- and equity-based compensation to achieve its
pay-for-performance philosophy and to reward shortshort- and long-term performance.
Base Salary. The Company's compensation philosophy is to control
compensation costs and to place greater emphasis on incentive compensation based
on results. Accordingly, the Compensation Committee believes that the Company's
base salaries are well within the industry norms for companies of similar size.
Salaries for executives are reviewed periodically and revised, if appropriate,
based on a variety of factors, including individual performance, level of
responsibility, prior experience, breathbreadth of knowledge, external pay practices
and overall financial results.
Incentive Compensation. The Company's philosophy is to use a combination
of annual and long-term compensation methods for the majority of the Company's
management. The Compensation Committee understands that certain of the majority of executive
officers named in the compensation table hold significant ownership interests in
the Company. Accordingly, it is the belief of the Compensation Committee that
incentives through stock option participation at this time for the majority of
these individuals would not significantly affect the long-termshort-term or short-termlong-term
perspective of these individuals.
The Compensation Committee has adopted a bonus program for 20002001 in which
executive officers will participate. AThe maximum bonus has been set for each of the named
executive officers is based upon the total compensation package of the officer
relative to his duties which bonuses rangeand ranges from $60,000$40,000 to $100,000.
15
18
The criteria for determining the amount of bonus participation is based on:
(i) the Company attaining sales goals, (ii) the Company attaining net income
goals, (iii) the Company attaining shrinkage goals, and (iv) the officer
attaining personal goals. Each of the first three criteria are quantitative,
while the fourth criterion is subjective. The Company's bonus program for the
majority of the work force is based on attaining similar sales and shrinkage
goals.
Discussion of 19992001 Compensation for the Chief Executive Officer
George Zimmer, Chairman of the Board and Chief Executive Officer of the
Company, is a significant shareholder in the Company, as well as one of the
Company's founders.
In determining Mr. Zimmer's compensation for 1999,2001, the Compensation
Committee considered the Company's financial performance and corporate
accomplishments, individual performance and salary data for chief executive
officers of other publicly held apparel companies having a size and focus that
the Compensation Committee believed comparable to the Company's. The
Compensation Committee also reviewed more subjective factors, such as
development and implementation of the corporate strategies to enhance
shareholder value and the Company's overall corporate philosophy. The
Compensation Committee feels that Mr. Zimmer's compensation program for 19992001 and
20002002 is conservative.
Base Salary. Mr. Zimmer's base salary during fiscal 19992001 was $35,000 per
month. While the Compensation Committee believes that the performance of Mr.
Zimmer and the Company would justify a substantial increase in Mr. Zimmer's base
salary, Mr. Zimmer has advised the Compensation Committee that he is satisfied
with his current base salary and therefore no change has been approved for
fiscal 2000.2002.
Annual Incentive. Mr. Zimmer was paid an $87,500a $25,000 bonus under the 19992001 bonus
program. Mr. Zimmer will be eligible for a bonus of up to $100,000 in 20002002 based
on the criteria discussed under "Incentive Compensation"., except that the
Company attaining shrinkage goals will no longer be included in the criteria for
determining the amount of his bonus.
Summary. The Company's 1999 financial results exceeded management's
expectations. It is the opinion of the Compensation Committee that the total
compensation program for 19992001 for the executive officers relative to the
Company's performance was reasonable and that the compensation to George Zimmer
remains modest in light of management's achievements and the total compensation
packages provided to chief executive officers by other publicly held clothing
retailers.
COMPENSATION COMMITTEE
Sheldon I. Stein, Chairman
Michael L. Ray, Ph.D.
16
19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases a warehouse facility in Houston, Texas from Zig Zag, a
Texas joint venture, in which George Zimmer, James E. Zimmer and Richard E.
Goldman are the sole and equal joint venturers. During 1999,2001, the Company paid
rentals of $78,000 to Zig Zag. The lease expires on August 31, 2005.
The Company also leases the land underlying a store in Dallas, Texas (which
building is owned by the Company) from 8239 Preston Road, Inc., a Texas
corporation of which George Zimmer, James E. Zimmer and Richard E. Goldman each
own 20% of the outstanding common stock, and Laurie Zimmer, sister of George and
James Zimmer and daughter of Robert E. Zimmer, owns 40% of the outstanding
common stock. The Company paid aggregate rentals on such property to such
corporation of $49,000$49,200 in 1999.2001. The lease expires April 30, 2004.
K&G leases its Irving, Texas store from three individuals, including Mr.
Greenspan. Pursuant to this arrangement, K&G made lease payments of $66,000$78,000 in
fiscal 1999.2001. The lease for this store currently provides that K&G pay rent of
$5,500$6,208 per month. The current lease term expires September 30, 2003.
Ellsworth Realty, L.L.C., a limited liability company of which Mr.
Greenspan beneficially owns 50%, leases office space, retail space and a
warehouse in Atlanta, Georgia to K&G. The lease provides for K&G to pay
Ellsworth Realty a specified amount for the warehouse and office space and a
specified amount for the retail space plus 1% of the net sales of the store in
excess of a certain threshold amount. Pursuant to this arrangement, K&G paid or
accrued to Ellsworth Realty approximately $286,000$345,000 in fiscal 1999.2001. The lease
expires December 31, 2005.
G&R Realty, Inc. ("G&R Realty"), of which Mr. Greenspan beneficially owns
50%, leases one store location in Atlanta, Georgia to K&G. The lease provides
for K&G to pay G&R Realty a specified amount for the retail space plus 1% of the
net sales of the store in excess of a certain threshold amount. Pursuant to this
arrangement, K&G paid or accrued to G&R Realty approximately $97,000 in fiscal
2001. The lease expires April 30, 2004.
In January 2000, the Company, through its wholly-owned subsidiary, Renwick
Technologies, Inc. ("Renwick"), formed Chelsea Market Systems, L.L.C.
("Chelsea") with Harry M. Levy, for the purpose of developing a new
point-of-sale software system for the Company and, after successful
implementation, exploring the possibility of marketing the system to third
parties. Mr. Levy was an officer and director of the Company until March 11,
2002. Under the terms of the agreement forming Chelsea, Renwick owned 50% of
Chelsea and Mr. Levy owned 50% with the understanding that Mr. Levy would
assign, either directly or indirectly through another legal entity, some of his
interest in Chelsea to other persons who would work on the project. The
point-of-sale system has been developed and successfully deployed by the
Company. On March 31, 2002, Chelsea sold substantially all of its assets to an
unrelated company regularly engaged in the development and licensing of software
to the retail industry. In connection with the sale, a person filed suit
attempting to enjoin the sale and alleging that he owned or was otherwise
entitled to part of Mr. Levy's interest in Chelsea and alleging that the Company
conspired with Mr. Levy to deprive him of such interest. In connection with the
settlement of this suit, Mr. Levy assigned all of his remaining interest in
Chelsea to Renwick and, as a result, no longer has an economic interest in
Chelsea. Through the sale by Chelsea, and after giving effect to the settlement
of the lawsuit, the Company received a net amount approximately equal to its
investment in Chelsea plus the total amount incurred by the Company for
Chelsea's development of the point-of-sale system.
Brittmore Interests, a partnership in which Mr. Levy is a 50% partner,
leases office space in Houston, Texas to Chelsea. Pursuant to this arrangement,
Chelsea made or accrued lease payments of approximately $99,000 in fiscal 2001.
The lease for this office space currently provides that Chelsea pay rent of
$8,245 per month. The lease was assumed by the buyer as part of the
above-described transaction.
Management believes that the terms of the foregoing leasing arrangements
are comparable to what would have been available to the Company from
unaffiliated third parties at the time such leases were entered into.
K&G Men's Center, Inc., a wholly-owned subsidiary of the Company, has
entered into an agreement in principle with MALG, Inc., to acquire a retail
store operation, including inventory, in Atlanta, Georgia for approximately
$2,000,000. Mr. Greenspan owns 30% of MALG, Inc. and is an officer and director
of MALG, Inc. Mr. Greenspan's wife owns 30% of MALG, Inc.
8239 Preston Road, Inc. and Zig Zag each have loans with Bank of America
and have agreed that a default by the Company under the Company's Credit
Agreement with Bank of America will constitute a default under the loan
agreements of such partnership or corporation with Bank of America. If for any
reason the Company's loan with Bank of America becomes due and payable or is
paid, the loans to such partnership or corporation from Bank of America will
become automatically due and payable. The loans from Bank of America to Zig Zag
and 8239 Preston Road, Inc. mature in June 2000. The maximum principal amount
outstanding under the loans to Zig Zag and 8239 Preston Road, Inc. during 1999
was $525,000 and $350,000, respectively. With the exception of Laurie Zimmer,
each of the partners and shareholders of such partnership or corporation has
personally guaranteed the obligations of the respective entity under the loan
agreements.17
The Company has engaged ShangriLa Consulting, Inc. to provide consulting
services, on a non-exclusive basis, to the Company with respect to general
business matters, including specifically, internet commerce, for a fee of $20,000 per month
plus reimbursement of certain expenses. Such fees and expenses which approximated
$56,000$358,000 during 1999. This2001. In October 2001, the Company and Mr. Brutoco mutually
decided to wind down the work being done for the Company by ShangriLa
Consulting, Inc. so that such engagement is cancelable by either party on 60 days
notice.would terminate in April 2002. Mr.
Brutoco is the President and Chief Executive Officer, and, together with his
wife, owns 100% of ShangriLa Consulting, Inc.
The Company has utilized the services of Regal Aviation L.L.C. ("Regal
Aviation"), which operates a private air charter service, to provide air
transportation from time to time for employees of the Company. During 1999,2001, the
Company paid approximately $496,000$617,000 to Regal Aviation for such services. Regal
Aviation is a limited liability company of which George Zimmer, Robert Zimmer,
James Zimmer, and Richard Goldman and David Edwab own an aggregate of approximately 98%52.5% of the
membership interest. The charter rates charged by Regal Aviation are at least as
favorable as can be obtained from independent air charter services.
The Company has entered into a corporate joint venture, Chelsea Market
Systems, L.L.C. ("Chelsea"), to develop and implement certain retail store
systems software to be used by the Company and to be marketed to third parties.
The Company owns a 50% interest in Chelsea through one of its subsidiaries,
Renwick Technologies, Inc. In addition, Harry M. Levy, an officer and director
of the Company, owns a 20% interest in
17
20
Chelsea. The Company will pay the actual costs incurred by the joint venture to
develop and implement the software to be used in the Company's operations. After
development and implementation of the software for the Company, the joint
venture will attempt to market the software to third parties.
In December 1996, the Company advanced $166,000 to Mr. Lane to enable him
to purchase a residence. In 1999,2001, Mr. Lane paid the Company $8,391$5,964 in interest
on this advance at an average rate of 5.4%4.8% per annum and had an outstanding
balance of $141,000 on January 29, 2000.
In March 2000, the Company advanced $200,000 to Mr. Marshall to enable him
to remodel his residence. The Company anticipates that the advance will be
repaid later this year.
See "Compensation Committee Interlocks and Insider Participation" for
additional information regarding certain relationships and related transactions
with Mr. Stein.$120,000 as of February 2, 2002.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, and except as set forth below, 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 the Company and written representations
that no other reports were required, during the fiscal year ended January 29,
2000,February 2,
2002, all Section 16(a) filing requirements applicable to its directors,
executive officers and greater than 10% beneficial owners have been met, except
for Mr. Brutoco. Mr. Stein and Mr. Ray. In January 1999,that James Zimmer inadvertently failed to timely file a grantForm 4 related to the
sale of stock
options pursuant to The Men's Wearhouse, Inc. Non-Employee Director Stock Option
plan was unintentionally omitted from the Form 5 filed on February 8, 1999 for
Mr. Brutoco, Mr. Stein and Mr. Ray. The grant consisted of 2,000 shares each and
these shares were reported on Form 5 for the fiscal year ended January 29, 2000
filed on March 2, 2000.Common Stock.
18
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche LLP
("D&T") as independent auditors for the fiscal year ending February 3, 2001,1, 2003
subject to ratification by the shareholders at the Annual Meeting.
Representatives of Deloitte & Touche LLPD&T are expected to attend the Annual Meeting, will be
afforded an opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions by shareholders.
AUDIT FEES
In aggregate, D&T fees incurred for professional services rendered in the
audit of the Company's annual consolidated financial statements for the fiscal
year ended February 2, 2002 and in reviewing interim consolidated financial
statements, as included in quarterly reports for 2001 on Form 10-Q, were
$207,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
In aggregate, D&T billed the Company $711,000 in fees for all financial
information systems design and implementation services rendered by D&T in 2001.
These services consisted of routine consulting in the implementation of a
financial information management system. The Audit Committee has considered
whether services provided by D&T to the Company in the areas of financial
information systems design and implementation are compatible with D&T's
independence.
ALL OTHER FEES
The aggregate fees billed by Deloitte & Touche for services rendered to the
Company, other than the services discussed above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees", in fiscal 2001
were $422,500, including audit related services of approximately $23,500 and
non-audit services of $399,000. Audit related services include fees for audits
of the Company's employee benefit plans and routine consulting on various
financial reporting matters. Non-audit services include fees for a variety of
federal, state and international tax consulting projects and tax compliance
services. The Audit Committee has considered whether services provided by
Deloitte & Touche to the Company in the area of non-audit services are
compatible with maintaining Deloitte & Touche's independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of shareholders intended to be presented at the annual
meeting of shareholders of the Company to be held in 20012003 must be received by
the Company at its corporate offices, 5803 Glenmont Drive, Houston, Texas 77081,
no later than January 24, 2001,2003, in order to be considered for inclusion in the
proxy statement and form of proxy relating to that meeting.
OTHER MATTERS
The management of the Company knows of no other matters which may come
before the meeting. However, if any matters other than those referred to above
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote such proxy in accordance with their best
judgment.
The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
directors, officers or employees of the Company may solicit the return of
proxies by telephone, telegram or personal interview.
1819
21PROXY PROXY
THE MEN'S WEARHOUSE, INC. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 200025, 2002
The undersigned shareholder of The Men's Wearhouse, Inc. (the "Company")
hereby appoints George Zimmer and David H. Edwab, or either of them,
attorneys and proxies of the undersigned, with full power of substitution
to vote, as designated below, the number of votes which the undersigned
would be entitled to cast if personally present at the Annual Meeting of
Shareholders of the Company to be held at 3:11:00 PM, centrala.m., pacific daylight
time, on Wednesday,Tuesday, June 21,
2000,25, 2002, at The Houstonian Hotel, 111 N. Post Oak Lane, Houston, Texas,Westin St. Francis, 335 Powell
Street, San Francisco, California, and at any adjournment or adjournments
thereof.
-------------
SEE REVERSE
SIDE
-------------
[X] Please mark your
votes as in this
example.
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ]ALL NOMINEES WITHHOLD AUTHORITY to vote for election of all
below Nominees
Nominees:NOMINEES: George Zimmer
Directors LISTED, EXCEPT AS AUTHORITY TO VOTE David H. Edwab
Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan,INDICATED TO THE FOR ELECTION OF ALL Rinaldo S. Brutoco
CONTRARY BELOW NOMINEES Michael L. Ray, andPh.D.
[ ] [ ] Sheldon I. Stein.Stein
Kathleen Mason
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.BELOW.)
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to amendregarding a code of conduct based on the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.United Nation's
International Labor Organization's Standards for Workers Rights. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amendratify the Company's 1992 Non-Employee Director Stock Option Plan to increase the numberappointment of authorized
shares of Common Stock, $.01 par value, with respect to which options may be granted under the plan from 67,500
shares to 117,500 shares.Deloitte & Touche LLP as
independent auditors. [ ] FOR [ ] AGAINST [ ]
ABSTAIN
(Continued,4. In their discretion, the above-named proxies are authorized to
vote upon such other matters as may properly come before the
meeting or any adjournment thereof and upon matters incident to
the conduct of the meeting.
This Proxy will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES
WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN, AGAINST PROPOSAL 2 AND FOR
PROPOSAL 3. As noted in the accompanying proxy statement, receipt of which is
hereby acknowledged, if any of the listed nominees becomes unavailable for any
reason and authority to vote for election of directors is not withheld, the
shares will be voted for another nominee or other nominees to be signed on reverse side)
22
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the above-named proxies are authorized to vote upon
such other matters as may properly come before the meeting or any
adjournment thereof and upon matters incident to the conduct of the meeting.
This Proxy will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES
WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN AND FOR PROPOSALS 2, 3 AND
4. As noted in the accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable for any reason
and authority to vote for election of directors is not withheld, the shares will
be voted for another nominee or other nominees to be selected by the Board of
Directors.
Dated , 2000
-----------------------------------
-----------------------------------------------
-----------------------------------------------selected by the
Board of Directors.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY
Signature of Shareholder Dated 2002
------------------------------------------ --------------,
Your signature should correspond with your name as it appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian, please set forth
your full title as it appears hereon.
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
23
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 200025, 2002
The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals.nominees listed below, "AGAINST" Proposal 2
and "FOR" Proposal 3. Please provide voting instructions by marking your choices
below.
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
the contrary below Nominees
Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized
shares of Common Stock, $.01 par value, with respect to which options may be granted under the plan from 67,500
shares to 117,500 shares.nominees
Nominees: George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray,
Ph.D., Sheldon I. Stein and Kathleen Mason.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT PERSON'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. Proposal regarding a code of conduct based on the United Nation's
International Labor Organization's Standards for Workers Rights.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on reverse side)
24
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares allocated to your account in the Company's 401(k) Savings Plan
will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED
FOR EACH OF THE NOMINEES LISTED HEREIN AND FOR PROPOSALS 2, 3 AND 4. As noted
in the accompanying proxy statement, receipt of which is hereby acknowledged,
if any of the listed nominees becomes unavailable for any reason and authority
to vote for election of directors is not withheld, the shares will be voted for
another nominee or other nominees to be selected by the Board of Directors.
Dated ____________________________________, 2000
------------------------------------------------
------------------------------------------------
Signature of Shareholder
Your signature should correspond with your name
as it appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian, please set
forth your full title as it appears hereon.
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
25
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000
The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals. Please provide voting
instructions by marking your choices below.
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
below Nominees
Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized
shares of Common Stock, $.01 par value, with respect to which options may be granted under the plan from 67,500
shares to 117,500 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on reverse side)
26
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares allocated to your account in the Company's Employee Stock Plan
will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED
FOR EACH OF THE NOMINEES LISTED HEREIN, AGAINST PROPOSAL 2 AND FOR PROPOSALS 2, 3 AND 4.PROPOSAL 3.
As noted in the accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable for any reason
and authority to vote for election of directors is not withheld, the shares will
be voted for another nominee or other nominees to be selected by the Board of
Directors.
Dated
Dated: 2002
----------------------------------, 2000
------------------------------------
-----------------------------------------------
-----------------------------------------------
Signature of Shareholder
Your signature should correspond with your name
as it appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian, please set
forth your full title as it appears hereon.
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
27
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 200025, 2002
The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals.nominees listed below, "AGAINST" Proposal 2
and "FOR" Proposal 3. Please provide voting instructions by marking your choices
below.
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
the contrary below Nominees
Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized
shares of Common Stock, $.01 par value, with respect to which options may be granted under the plan from 67,500
shares to 117,500 shares.nominees
Nominees: George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray,
Ph.D., Sheldon I. Stein and Kathleen Mason.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT PERSON'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. Proposal regarding a code of conduct based on the United Nation's
International Labor Organization's Standards for Workers Rights.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on reverse side)
28
4.3. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares allocated to your account in the Company's Employee Stock
Discount Plan will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES
WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN, AGAINST PROPOSAL 2 AND FOR
PROPOSALS 2, 3 AND
4.PROPOSAL 3. As noted in the accompanying proxy statement, receipt of which is
hereby acknowledged, if any of the listed nominees becomes unavailable for any
reason and authority to vote for election of directors is not withheld, the
shares will be voted for another nominee or other nominees to be selected by the
Board of Directors.
Dated ____________________________________, 2000
------------------------------------------------
------------------------------------------------
Dated: 2002
----------------------------------,
-----------------------------------------------
-----------------------------------------------
Signature of Shareholder
Your signature should correspond with your name
as it appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian, please set
forth your full title as it appears hereon.
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
29
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
TO THE HOLDER OF THE COMPANY'S SERIES A SPECIAL VOTING PREFERRED STOCK
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 200025, 2002
The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals.nominees listed below, "AGAINST" Proposal 2
and "FOR" Proposal 3. Please provide voting instructions by marking your choices
below.
(Please indicate which of the two options outlined below you are choosing by
checking the box appearing at the beginning of such option)
[ ] Please attend the meeting in person or by proxy and exercise such votes as
follows:
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
the contrary below Nominees
Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized shares of
Common Stock, with respect to which options may be granted under the plan from 67,500 shares to 117,500 shares.nominees
Nominees: George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L. Ray,
Ph.D., Sheldon I. Stein and Kathleen Mason.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT PERSON'S NAME IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. Proposal regarding a code of conduct based on the United Nation's
International Labor Organization's Standards for Workers Rights.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on reverse side)
30
4.3. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
You have the rightThe shares allocated to instruct the Trustee, which is the holder of record ofyour account in the Company's Series A Special Voting Preferred Stock, how to vote such stock
with respect to the Exchangeable Shares of Moores Retail Group Inc. ("Moores")
held by you. Unless otherwise instructed below, by executing this Proxy Voting
Instructions you authorize and direct the Trustee to vote the votes of the
Preferred Stock represented by all of your Exchangeable Shares in accordance
with this Proxy Voting Instructions.401(k) Savings Plan
will be voted as directed. IF NOT OTHERWISE SPECIFIED, HEREIN, THE UNDERSIGNED DIRECTS THE TRUSTEE TO VOTESHARES WILL BE VOTED
FOR EACH OF THE NOMINEES, LISTED HEREINAGAINST PROPOSAL 2 AND FOR PROPOSALS 2,3, AND 4.PROPOSAL 3. As noted in the
accompanying proxy statement, receipt of which is hereby acknowledged, if any of
the listed nominees becomes unavailable for any reason and authority to vote for
election of directors is not withheld, the shares will be voted for another
nominee or other nominees to be selected by the Board of Directors.
-or-
[ ] Please provide the undersigned Shareholder with a proxy entitling the
Shareholder to attend the meeting personally and exercise the votes to which
he is entitled pursuant to the Voting Trust Agreement dated as of February 10,
1999.
I hereby withhold instructions with respect to Dated
Dated: 2002
----------------------------------,
2000
-----------------------------
__________________ shares of Exchangeable
Shares of Moores. -----------------------------------------
----------------------------------------------------------------------------------------
-----------------------------------------------
Signature of Shareholder
PLEASE MARK, SIGN, DATE AND RETURN
TO THE TRUSTEE BY FACSIMILE (416-867-6264)
AT OR PRIOR TO THE CLOSE OF
BUSINESS ON JUNE 19, 2000
31
PROXY THE MEN'S WEARHOUSE, INC. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000
The undersigned shareholder of the one share of The Men's Wearhouse, Inc.
(the "Company") Series A Special Voting Preferred Stock hereby appoints George
Zimmer and David H. Edwab, or either of them, attorneys and proxies of the
undersigned, with full power of substitution to vote, as designated below, the
number of votes which the undersigned would be entitled to cast if personally
present at the Annual Meeting of Shareholders of the Company to be held at 3:00
PM, central daylight time, on Wednesday, June 21, 2000, at The Houstonian
Hotel, 111 N. Post Oak Lane, Houston, Texas, and at any adjournment or
adjournments thereof.
1. Election of Directors:
[ ] Votes FOR all nominees listed, exceptYour signature should correspond with your name
as indicated to [ ] Votes WITHHOLD AUTHORITY to vote for election
the contrary below of all Nominees
Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME AND THE NUMBER OF
VOTES AS TO WHICH SUCH AUTHORITY IS WITHHELD IN THE SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized
shares of Common Stock, $.01 par value, with respect to which options may be granted under the plan from 67,500
shares to 117,500 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed on reverse side)
32
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy will be voted as directed. As noted in the accompanying proxy
statement, receipt of which is hereby acknowledged, if any of the listed
nominees becomes unavailable for any reason and authority to vote for election
of directors is not withheld, the shares will be voted for another nominee or
other nominees to be selected by the Board of Directors.
Dated ____________________________________, 2000
------------------------------------------------
------------------------------------------------
Signature of Shareholderit appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian, please set
forth your full title as it appears hereon.
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY