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

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

THE WET SEAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x    No fee required.

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨    Fee paid previously with preliminary materials:materials.

THE WET SEAL, INC.

26972 Burbank

Foothill Ranch, California 92610

April 14, 20032004

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of The Wet Seal, Inc. to be held at the Westin South Coast Plaza, Hotel, 686 Anton Blvd., Costa Mesa, California 92626, at 10:00 a.m., local time, on Thursday, May 29, 2003.27, 2004.

During the Annual Meeting, the matters described in the accompanying Proxy Statement will be considered. In addition, there will be a report regarding the progress of the Company and there will be an opportunity to ask questions of general interest to you as a stockholder.

I hope you will be able to join us at the Annual Meeting. Whether or not you expect to attend, you are urged to sign and return the enclosed proxy card in the envelope provided in order to make certain that your shares will be represented at the Annual Meeting.

Sincerely,

IRVING TEITELBAUM

Chairman of the Board

THE WET SEAL, INC.

26972 Burbank

Foothill Ranch, California 92610

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 29, 200327, 2004

10:00 a.m.

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of The Wet Seal, Inc. (the “Company”) will be held at the Westin South Coast Plaza, Hotel, 686 Anton Blvd., Costa Mesa, California 92626, on Thursday, May 29, 200327, 2004 at 10:00 a.m., local time, to consider and vote upon:

The Board of Directors has fixed the close of business on April 11, 20039, 2004 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting, during normal business hours, at the office of the Company for a period of ten days prior to the Annual Meeting.

To assure that your shares will be represented at the Annual Meeting, please sign and promptly return the accompanying proxy card in the enclosed envelope. You may revoke your proxy at any time before it is voted.

BY ORDER OF THE BOARD OF DIRECTORS,

STEPHEN GROSS

Secretary

Dated: April 14, 20032004

THE WET SEAL, INC.

26972 Burbank

Foothill Ranch, California 92610

PROXY STATEMENT

This Proxy Statement is furnished by the Board of Directors of The Wet Seal, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Westin South Coast Plaza, Hotel, 686 Anton Blvd., Costa Mesa, California 92626 on Thursday, May 29, 200327, 2004 beginning at 10:00 a.m., local time, and at any adjournments thereof. The Annual Meeting has been called to consider and vote upon the election of seven directors and to consider any other business as may properly come before the Annual Meeting. This Proxy Statement and the accompanying proxy are being sent on or about April 21, 2003 to stockholders of record on or about April 11, 2003.19, 2004.

VOTING BY STOCKHOLDERS

Only holders of record of the Company’s common stock at the close of business on April 11, 20039, 2004 are entitled to receive notice of, and to vote at, the Annual Meeting. On that date, there were 24,937,78225,631,324 shares of the Company’s Class A Common Stock, $.10 par value, and 4,604,2494,502,833 shares of the Company’s Class B Common Stock, $.10 par value, issued and outstanding. There are currently no shares held as treasury stock. Holders of Class A Common Stock are entitled to one vote per share and, while both the Class A Common Stock and Class B Common Stock vote together as a single class, holders of Class B Common Stock are entitled to two votes per share. According to the Company’s Restated Certificate of Incorporation, stockholders may not cumulate their voting rights.

The presence, in person or by proxy, of the holders of a majority of the shares issued and outstanding and entitled to vote is necessary to constitute a quorum at the Annual Meeting. Assuming that a quorum is present, the holders of a majority of the votes cast at the Annual Meeting will be able to elect all of the directors.

The shares represented by each properly executed unrevoked proxy received in time for the Annual Meeting will be voted in accordance with the instructions specified therein, or, in the absence of instructions, will be votedFORProposal 1 and will be voted in accordance with the discretion of the proxy holders upon all other matters which may properly come before the Annual Meeting. Any proxy received by the Company may be subsequently revoked by the stockholder any time before it is voted at the meeting either by delivering a subsequent proxy or other written notice of revocation to the Company at its above address or by attending the meeting and voting in person. Pursuant to Delaware law, abstentions are treated as present and entitled to vote for purposes of determining a quorum at the Annual Meeting, and therefore would have the effect of a vote against a proposal, such as the election of directors, which requires the majority of the votes present and entitled to vote. A broker non-vote on a proposal is considered not entitled to vote on that matter and thus is not counted in determining whether a proposal requiring approval of a majority of the shares present and entitled to vote has been approved or whether a majority of the vote of the shares present and entitled to vote has been cast. Broker non-votes have no effect on the election of directors.

DELIVERY OF PROXY MATERIALS

Only one Proxy Statement and set of accompanying materials is being delivered by the Company to multiple stockholders sharing an address unless the Company receives contrary instructions from one or more of the stockholders. The Company will deliver, promptly upon written or oral request, a separate copy of the Proxy

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Statement and accompanying materials to stockholders at a shared address to which a single copy was delivered. A stockholder who wishes to receive a separate copy of the Proxy Statement and accompanying materials now or in the future, or stockholders sharing an address who are receiving multiple copies of proxy materials and wish to receive a single copy of such materials, should submit a request to Investor Relations at (949) 699-4804, helen.rotherham@wetseal.com or Investor Relations, The Wet Seal, Inc., 26972 Burbank, Foothill Ranch, California 92610.

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PROPOSAL #1

ELECTION OF DIRECTORS

Nominees

The Company’s Bylaws give the Board the power to set the number of directors at no less than three nor more than fifteen. The size of the Company’s Board is currently set at eight, although only seven directors are to be elected at the Annual Meeting. A vacancy is being left on the Board so it may be filled by the appointment of a new chief executive officer of the Company, if that should occur during 2003. Under Delaware law, vacancies on the Board of Directors may be filled by a majority of the directors then in office.seven. The seven nominees are currently directors of the Company. The directors so elected will serve until the next Annual Meeting of Stockholders. The Board knows of no reason why any nominee for director would be unable to serve as a director. In the event that any of them should become unavailable prior to the Annual Meeting, the proxies will be voted for a substitute nominee or nominees designated by the Board, or the number of directors may be reduced accordingly.

The following table sets forth information regarding the nominees for director:

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE NOMINEES.

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EXECUTIVE OFFICERS

The executive officers of the Company who are not also directors are set forth below:

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Corporate Governance

The primary responsibility of the Board of Directors is to foster the long-term success of the Company, consistent with representing the interests of the Company’s stockholders. In accordance with this philosophy, the Board of Directors has taken the following steps, among others, to reinforce the Company’s values by promoting responsible business practices and good corporate citizenship:

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Meetings and Committees of the Board of Directors

The Board of Directors met or took action by written consent eighttwelve times in the fiscal year ended February 1, 2003.January 31, 2004. Each of the directors attended at least 75% of the Board of Directors meetings and their respective committee meetings.

The Company has an Executive Committee consisting of Irving Teitelbaum and Walter J. Parks. Its primary responsibility is to oversee the execution of lease commitments made by the Company between meetings of the Board of Directors.

The Company has an Audit Committee consisting of Wilfred Posluns (Chairman), George H. Benter, Jr., Barry J. Entous and Walter F. Loeb, each of whom the Board has affirmatively determined is independent in accordance with Nasdaq National Market listing standards and Barry J. Entous.the applicable rules and regulations promulgated

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under the Securities Exchange Act of 1934, as amended. The Audit Committee is responsible for reviewing, as it shall deem appropriate, and recommending to the Board of Directors internal accounting and finance controls for the Company and accounting principles and auditing practices and procedures to be employed in the preparation and review of the Company’s financial statements. The Audit Committee is also responsible for recommending to the Board of Directors independent public accountants to audit the annual financial statements of the Company and the scope of the audit to be undertaken by the accountants. Each member of the Audit Committee is independent as defined under the listing standards of NASDAQ. Mr. Entous is a practicing certified public accountant and as such, and for other reasons, is considered to be an “audit committee financial expert” under recently adopted regulations of the Securities and Exchange Commission. The Charter of the Audit Committee, which was amended on May 28, 2003, is set forth on Exhibit A attached hereto and is available on the Company’s website at http://www.wetsealinc.com.

The Company has no nominating committee, but expects to form suchIn accordance with Nasdaq National Market listing standards, each director nominee is selected or recommended for the Board’s selection by a committee, consisting solelymajority of the independent directors in accordance withof the Board. A majority of the independent directors of the Board will consider proposed listing standardsnominees whose names are submitted to them by stockholders; however, there is no formal process for such consideration. The Board of NASDAQ. Currently, nominationsDirectors has not adopted a formal consideration process because it believes that its informal consideration process has been adequate, given the historically small number of directors are proposedstockholder recommendations. The Board of Directors intends to review periodically whether a more formal policy should be adopted.

Any stockholder who desires to recommend a nominee must submit a letter, addressed to the Secretary of the Company at 26972 Burbank, Foothill Ranch, California 92610, and which is clearly identified as a “Director Nominee Recommendation.” All recommendation letters must identify the author as a stockholder and provide a brief summary of the candidate’s qualifications, as well as contact information for both the candidate and the stockholder. Any stockholder recommendations for the next Annual Meeting must be submitted by December 21, 2004 to assure time for meaningful consideration and evaluation of the nominees by the Executive Committeeindependent members of the Board.Board of Directors.

The Company has a Compensation/Option Committee consisting of Walter F. Loeb (Chairman), Wilfred Posluns and George H. Benter, Jr. and Wilfred Posluns, each of whom the Board has affirmatively determined is independent in accordance with Nasdaq National Market listing standards. The Compensation/Option Committee is responsible for establishing general compensation policies and specific compensation levels for the Company’s executive officers and is responsible for granting stock options to executive officers and other key employees. See “Report of the Compensation/Option Committee on Executive Compensation.” Each memberThe Charter of the Compensation/Option Committee, which was approved by the Board on November 18, 2003, is independent as defined under the listing standards of NASDAQ.set forth on Exhibit B attached hereto.

During the fiscal year ended February 1, 2003, the Executive Committee met or took action by written consent four times,January 31, 2004, the Compensation/Option Committee met or took action by written consent fourfive times and the Audit Committee met or took action by written consent fourfive times.

Stockholder Communications

Although the Company has not to date developed formal processes by which stockholders may communicate directly to Directors, it believes that the informal process, in which any communication sent to the Board in care of the Secretary of the Company is forwarded to the Board, has served the Board’s and its stockholders’ needs. There is no screening process, other than to confirm that the sender is a stockholder, and all stockholder communications which are received by the Secretary of the Company for the Board’s attention are forwarded to the Board with a copy to the chairman of the Audit Committee. In view of recently adopted Securities and Exchange Commission disclosure requirements relating to this issue, the Board may consider development of more specific procedures. Until any other procedures are developed, any communications to the Board should be sent to it in care of the Secretary of the Company.

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Report of the Audit Committee of the Board of Directors

The Audit Committee serves as the representative of the Board of Directors for general oversight of the Company’s financial accounting and reporting, systems of internal control and audit process, and monitoring compliance with laws and regulations and standards of business conduct. The Audit Committee is composed of four directors, each of whom the Board has affirmatively determined is independent in accordance with Nasdaq National Market listing standards and the applicable rules and regulations promulgated under the Securities Exchange Act of Directors has adopted a charter for1934, as amended. The Charter of the Audit Committee, which has been filed with the Securities and Exchange Commission.was amended on May 28, 2003, is set forth on Exhibit A attached hereto. Management of the Company has primary responsibility for preparing financial statements of the Company as

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well as the Company’s financial reporting process. Deloitte & Touche LLP, acting as independent auditors, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee hereby reports as follows:

Audit Committee:

Wilfred Posluns (Chairman)

George H. Benter, Jr.

Barry J. Entous

Walter F. Loeb

The foregoing Report of the Audit Committee shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Report by reference in any such document.

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Fees Paid to the Independent Auditors

The following table presents fees for professional audit services rendered by Deloitte & Touche LLP for the audit of the Company’s annual financial statements for fiscal years 20022003 and 2001,2002, and fees billed for other services rendered by Deloitte & Touche LLP during those periods:

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All of the services for which fees are listed above were pre-approved by the Audit Committee.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Consistent with the policies of the Securities and Exchange Commission regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of the independent auditors for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

1.    Audit services includeare services rendered by the independent auditor for the audit work performed in the preparation of financial statements as well as workand review of financial statements included in the Company’s Form 10-Q or services that generally onlyare normally provided by the independent auditors can reasonably be expected to provide, including comfort letters,auditor in connection with statutory audits, and attest services and consultation regarding financial accounting and/regulatory filings or reporting standards.engagements.

2.    Audit-related services are for assurance and related services that are traditionally performed by the independent auditors, including due diligenceauditor that are reasonably related to mergersthe performance of the audit or review of the financial statements, including the audit of the annual financial statements for the Company’s Retirement Savings Plan and acquisitions, employee benefit plan audits,the review and special procedures required to meet certain regulatory requirements.actuarial calculation for the Company’s Supplemental Employee Retirement Plan.

3.    Tax services include all services performed by the independent auditors’ tax personnel except those services specifically related to the audit of the financial statements, and include fees in the areas ofauditor for tax compliance, tax planning, and tax advice.advice, including professional services rendered for preparation and review of the federal and state corporate income tax returns, preparation of the Puerto Rico corporate income tax return and miscellaneous tax advice and tax planning related to federal and state income tax issues.

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4.    Other fees are those associated with services not captured in the other categories. The Company generally doesn’tdoes not request such services from the independent auditors.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditors and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditors.

The Audit Committee may delegate pre-approval authority to one or more of its members and, to a very limited extent, to members of management. The person to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

For services of the independent auditors to be rendered during 2003,fiscal year 2004, the Audit Committee has previously received estimates of fees to be charged by the independent auditors and has pre-approved such fees in accordance with the foregoing procedures.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Compensation

The following table sets forth the compensation (cash and non cash), for fiscal years 2003, 2002 2001 and 2000,2001, for (i) theeach person who served as Chief Executive Officer during fiscal year 2003, including an interim Chief Executive Officer and a former Chief Executive Officer, and (ii) the four other most highly compensated executive officers serving as executive officers at the end of the last fiscal year and (iii) two former officers who earned in excess of $100,000 per annum during anywould have been among the four most highly compensated executive officers but for the fact that such individuals were not serving as executive officers as of the Company’send of the last three fiscal yearsyear (collectively, the “named executive officers”).

SUMMARY COMPENSATION TABLE

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Option Grants

The following table sets forth information regarding options granted in fiscal year 20022003 to each of the named executive officers. All such options were granted pursuant to the Company’s 1996 Long-Term Incentive Plan.

OPTION GRANTS IN THE LAST FISCAL YEAR

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Option Exercise and Fiscal Year-End Values

The following table sets forth information regarding the exercise of options by each of the named executive officers during fiscal year 2002.2003. The table also shows the number and value of unexercised options held by each of the named executive officers as of February 1, 2003.January 31, 2004. The value of unexercised options is based on a fair market value of $8.90$8.75 per share as of February 1, 2003.January 31, 2004.

AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR

AND OPTION/SAR VALUES AT FEBRUARY 1, 2003 (1)JANUARY 31, 2004

Retirement Plan

Irving Teitelbaum and Kathy Bronstein, the former chief executive officer of the Company, were participantswas a participant in The Wet Seal, Inc. Supplemental Executive Retirement Plan (“SERP”), an unfunded, nonqualified retirement plan as of February 1, 2003.January 31, 2004. During the fiscal year ended January 31, 2004, Kathy Bronstein, the former chief executive officer of the Company, terminated participation in the SERP resulting in a curtailment/settlement of the benefit obligation of $1,347,000. According to the terms of the SERP, a participant’s “Annual Accrued Benefit” shall be $250,000 which may be increased upward, if applicable, based on the “Pre-Tax Profit Percentage” (as defined in the SERP) for the three full fiscal years of the Company preceding the date the participant’s service with the Company is terminated, as follows:

A participant is entitled to receive benefits under the SERP upon his or her Normal Retirement Date (the first day of the month following the date the participant’s service with the Company as an officer or executive has terminated, and which occurs at or after the date the participant has attained 22.5 years of service with the Company). A participant may receive an early retirement benefit equal to his or her Annual Accrued Benefit reduced by ½ of 1% per month for the number of months his or her retirement precedes his or her Normal Retirement Date. The normal form of benefit is a straight life annuity, ending in the month in which the participant dies. The Annual Accrued Benefit is payable in 12 equal monthly installments a year. The participant may choose to receive the benefit in the form of a 50% joint and survivor annuity. Benefits under the SERP are forfeitable upon a termination of employment for Cause (as defined in the SERP). Benefits under the SERP are provided by the Company on a noncontributory basis.

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Director Compensation

All directors other than IrvingMr. Teitelbaum and StephenMr. Gross receive a fee of $8,000 for each board meeting attended, with a minimum yearly fee of $32,000. A fee of $600 is paid for each board conference call. In addition, each director other than IrvingMr. Teitelbaum and StephenMr. Gross received 10,000 stock options on March 13, 2003 and 15,000 stock options on February 13, 2002 (as adjusted for the three-for-two stock split effected on May 9, 2002).June 17, 2003. These options vest in three equal installments on the first, second and third anniversaries of the date of grant. It is currentlyThe awarding of stock options by the Company’s policy that,Company to the extent that directors, in their capacity as such, are awarded stock options in the future, such options will be awarded in February,is at the beginningdiscretion of the fiscal year.Compensation/Option Committee. All directors are reimbursed for expenses connected with attendance at the meetings of the Board of Directors.

Each Audit Committee member receives a fee of $5,000 for each Audit Committee meeting attended. At the request of the Audit Committee, Mr. Siegel attended each Audit Committee meeting during fiscal year 20022003 and received the same fee for each meeting attended.

Each Compensation/Option Committee member receives a fee of $500 for each Compensation/Option Committee meeting attended.

Employment Agreements

Kathy BronsteinPeter D. Whitford

The Company entered into an employment agreement dated as of May 29, 2003 with Peter D. Whitford, under which he has agreed to serve as Chief Executive Officer of the Company for an initial term of three years ending on June 30, 2006, and for one additional two year term thereafter, subject to 90 days advance notice by either party of a decision not to renew the employment agreement. Under the employment agreement, Mr. Whitford is entitled to an initial base salary of $750,000, subject to annual adjustments made by the Board in accordance with compensation practices and guidelines of the Company, provided, however, that Mr. Whitford’s base salary will increase to $775,000 after one year of employment and $810,000 after two years of employment with the Company. Mr. Whitford is entitled to receive a performance bonus ranging from 50% to a maximum of 125% of his base compensation for a particular year, subject to the Company achieving certain annual earnings per share as established by the Company. Mr. Whitford received a sign-on bonus in the amount of the fair market value (not to exceed $200,000) of the compensatory stock options he forfeited as a result of his resignation from his immediately prior employer. The Company also provides Mr. Whitford with the use, and maintenance, of a car and four weeks paid vacation. Mr. Whitford’s employment agreement with the Company entitles him to benefits under a non-qualified supplemental executive retirement plan which is currently being established. Mr. Whitford did not receive any benefits under such plan for fiscal year 2003.

In connection with the employment agreement, the Company granted Mr. Whitford stock options to acquire 300,000 shares of the Company’s Class A Common Stock under the terms and conditions of the Company’s Amended and Restated 1996 Stock Option Plan. The options vest as to one third of the shares on the first anniversary of the date of grant and one third annually thereafter and are exercisable for ten years following the date of grant provided that Mr. Whitford remains employed by the Company. Mr. Whitford is also entitled to receive performance shares and additional options consistent with grants made to other senior executives.

If Mr. Whitford’s employment is terminated by the Company without “cause” or by Mr. Whitford for “good reason,” he is entitled to receive his base compensation for the remainder of the initial term or extension period (as applicable) of the agreement and a performance bonus for the fiscal year in which he is terminated on a prorated basis, provided that he would have been entitled to such a bonus had he remained employed until the payment date of such bonus. If Mr. Whitford’s employment is terminated by the Board for “cause,” the Board may elect to suspend him with or without pay. “Cause” means Mr. Whitford’s (i) continued failure to perform duties after a written demand for substantial performance is delivered; (ii) indictment, conviction, guilty ornolo contendere plea with respect to a felony or comparable crime; (iii) commission of any act of theft, embezzlement or misappropriation against the Company or any other act which would prevent him from performing his duties; (iv) misconduct, gross neglect or malfeasance in the performance of services; (v) material breach of the

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agreement or willful misconduct or unethical behavior; (vi) breach of any Company policy or standard of conduct; or (vii) breach of a representation made by him. “Good reason” means the Company’s material breach of any of its material obligations under the agreement.

Pursuant to the employment agreement, Mr. Whitford agreed that, during his employment and for 12 months after the date that his employment is terminated, he will not solicit to employ any of the employees of the Company who hold the position of vice president or above.

Former Officers

Kathy Bronstein served as the Chief Executive Officer of the Company from March 1992 until she was relieved of her duties on February 5, 2003. On December 30, 1988, in her former position of Executive Vice President and General Merchandise Manager, Ms. Bronstein entered into an employment agreement with the Company. Under this agreement, as amended on April 4, 2002, Ms. Bronstein was entitled to a base salary of $800,000 per annum, adjusted annually, by a performance bonus of 0.5% ( ¹/2 of 1%) of the pre-tax profits of the Company for the preceding fiscal year to the extent this amount exceeded the aggregate cash dividends Ms. Bronsteinand was eligible to receive on her holdings of the Company’s capital stock referable to the same fiscal year. This adjustment was not cumulativea performance bonus and was in lieu of any salary review or cost of living adjustments. Ms. Bronstein also received an incentive bonus of 3.5% of the pre-tax profits of the Company (as defined in the agreement) for each fiscal year. Under this formula, Ms. Bronstein earned a cash bonus for fiscal year 2002 in the amount of $228,270.

In January 1995, Ms. Bronstein’s employment agreement was amended to provide automatic extensions to the term of her employment agreement as well as termination benefits upon the occurrence of certain trigger events. In the event of a trigger event, the employment agreement would have been terminated and Ms. Bronstein would have been entitled to receive an immediate payment approximately equal to three years of Ms. Bronstein’s current base salary and bonus during the last three fiscal years. Trigger events include a “change in control”andeither (i) Ms. Bronstein’s election to resign within 90 days of a material change in Ms. Bronstein’s rights and duties or (ii) Ms. Bronstein’s termination by the Company without cause. A “change in control” means (i) the disposition or conversion by a Class B stockholder (other than Ms. Bronstein) of a majority of that stockholder’s Class B shares or (ii) the acquisition of more than 50% of the voting power in a Class B stockholder or the ability to control the disposition or voting of a Class B stockholder’s sharesanda majority of the Board of Directors of the Company ceases to be those in office two years prior to the change in control (“Continuing Directors”) or those elected by a majority of other Continuing Directors. In addition, upon a change in control (regardless of the termination of the employment agreement), Ms. Bronstein’s stock options would have become immediately exercisable. In the event that the total payments made to Ms. Bronstein upon the occurrence of a trigger event result in “excess parachute payments” under the Internal Revenue Code of 1986, as amended, the Company would have been obligated to pay the excise tax due on such amount and any income tax obligations arising from reimbursement of any such excise taxes. She was also provided with a car by the Company.

bonus. Ms. Bronstein has agreed not to compete with the Company during the term of her employment and for a period of two (2) years thereafter.after the termination of her employment.

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TheMs. Bronstein and the Company has obtained “key man” life insurance inentered into a Settlement Agreement and General Release dated August 8, 2003, pursuant to which Ms. Bronstein agreed to release the amount of $3.0 million payable toCompany from any and all potential claims which Ms. Bronstein may have against the Company in the event of Ms. Bronstein’s death while employed by the Company.exchange for certain consideration.

Greg Scott

TheIn April 2002, the Company has entered into an employment agreement with Greg Scott dated as of April 21, 2002 pursuant to which Mr. Scott servesserved as President of the Arden B. division of the Company. The term of the agreement iswas for three years fromcommencing May 1, 2002. Under the agreement, among other things, Mr. Scott iswas entitled to a base salary of $450,000, per year, subject to yearly increases at the discretion of the Board of Directors, of not more than 5% per year. The agreement also provides that Mr. Scott is eligible to receive an annual bonus as may be determined in the discretion of the Board of Directors and entitles him to receive stock options in an amount subject to the approval of the Board of Directors. Mr. Scott also receives a monthly automobile allowance of $500.

If the Company terminates Mr. Scott without “cause” or Mr. Scott terminates his employment with the Company for “good reason” (as such terms are defined in the employment agreement), Mr. Scott is entitled to receive a severance payment equal to the greater of (i) the base compensation due to Mr. Scott for the remainder of the term of the agreement, but not to exceed 24 months, or (ii) one year’s base compensation. Under the agreement, Mr. Scott has agreed not to compete with the Company or solicit for employment any of the Company’s employees during the term of the agreement and for a period of one year thereafter. In January 2004, Mr. Scott resigned from his position with the Company.

Business Relationships

In fiscal years 2003, 2002 2001 and 2000,2001, the Company paid a fee of $639,500, $575,000$639,500, and $500,000, respectively, to First Canada Management Consultants Limited, a company controlled by IrvingMr. Teitelbaum, for the services of IrvingMr. Teitelbaum, in his capacity as Chairman of the Board of the Company, and Stephen Gross, Corporate Secretary of the Company, respectively. These services are provided pursuant to a Management Agreement, dated December 1, 1999, and amended on June 28, 2001, between First Canada Management Consultants Limited and the Company. The term of this agreement expires on January 28, 2006, subject to earlier termination in certain circumstances. In addition, the Company granted to First Canada Management Consults Limited the following options to acquire shares of Class A Common Stock: 175,000 options in 2003; 75,000 options in 2002, which were later cancelled; and 180,000 options in 2001.

Compensation Committee Interlocks and Insider Participation

Walter Loeb (Chairman), Wilfred Posluns and George H. Benter, Jr. serve as members of the Compensation/Option Committee. None of these individuals are executive officers or employees of the Company.

Report of the Compensation/Option Committee on Executive Compensation

The primary duties of the Compensation/Option Committee include: (i) reviewing the compensation levels of the Company’s primary executive officers and certain other members of senior management, (ii) consulting with and making recommendations to the Company’s Board of Directors regarding the Company’s overall policy

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of granting options and awards under the Company’s long-term incentive plans, (iii) monitoring the performance of senior management, (iv) granting stock options to executive officers and other key employees, and (v) related matters. A decision to employ any person with an annual compensationThe Board has affirmatively determined that each member of $150,000 or more (or any increase in annual compensation to $150,000 or more) must be approved by the Compensation/Option Committee. The Compensation/Option Committee is comprised entirely of Directors who are independent in accordance with NASDAQNasdaq National Market listing rules.standards.

Compensation Philosophy

The Company’s executive compensation programs are based upon the recognition that The Wet Seal, Inc. competes in a creative industry in which it is critical to stay current with rapidly changing trends and styles. Competition is intense for talented executives who can successfully guide a company in this type of competitive

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environment. Therefore, the Company’s compensation programs are designed to provide total compensation packages that will both attract talented individuals to the Company as well as provide rewards based upon the Company’s long-term success.

With these principles in mind, the Compensation/Option Committee has set forth the following guidelines:

1. Provide base salaries that are competitive in the retail apparel industry to attract and retain talented individuals;

2. Provide annual bonuses that are tied to the Company’s short-term performance to align the interests of the Company’s executives with those of its stockholders; and

3. Provide long-term incentive benefits that will reward long-term commitment to the Company.

Compensation of Executive Officers

Base salaries for executive officers are established with a view to the responsibilities of the position and the experience of the individual. Salary levels are also fixed with reference to comparable companies in retail and related trades. The salaries of key executive officers and the incentive plans in which they participate are reviewed annually by the Compensation/Option Committee in light of the Committee’s assessment of individual performance, contribution to the Company and level of responsibility.

Executive officers are eligible to receive annual cash bonuses with a percentage of such bonuses based on the profitability of the Company and another percentage based on individual performance. The Compensation/Option Committee believes that tying annual cash bonuses in part to the Company’s profitability aligns the interests of management with stockholders and encourages intensive efforts to attain and increase profitability. For fiscal year 2002, none of the executive officers received a cash bonus other than the Chief Executive Officer of the Company (the “CEO”), who received a cash bonus under the terms of her employment agreement, as discussed elsewhere in this Proxy Statement.

The Company maintains an employee stock bonus plan in which the top executives and other key employees of the Company are eligible to participate. Awards under this plan wereare calculated by multiplying the Company’s fiscal year-end pre-taxyear end pre tax profit (if any) as a percentage of sales by the employee’s base salary and dividing such amount by the price of the Company’s Class A Common Stock as of the end of the fiscal year. Grants under the stock bonus plan vest over a period of three years.

Stock options are granted to executive officers and other key employees whose contributions are considered important to the long-term success of the Company pursuant to the Company’s long-term incentive plans. Stock options have historically been granted by the Compensation/Option Committee on a case-by-case basis based upon management’s recommendations and the Committee’s evaluation of an individual’s past contributions and potential future contributions to the Company. In granting stock options, the Compensation/Option Committee takes into consideration the anticipated long-term contributions of an individual to the potential growth and success of the Company, as well as the number of options previously granted to the individual.

Compensation of the Chief Executive Officer

Kathy Bronstein served as chief executive officerOn June 30, 2003, Peter D. Whitford was appointed Chief Executive Officer by the board of the Company from March 1992 to February 5, 2003.directors. For fiscal year 2002, Ms. Bronstein2003, Mr. Whitford was compensated in accordance with herhis employment agreement, which is described elsewhere in this Proxy Statement. In February 2002, Ms. Bronstein’s employment agreement was amended to increase her base salary from $650,000 to $800,000. The Compensation/Option Committee deemed this increase appropriate in light

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Irving Teitelbaum, Chairman of the Company’s performance during fiscal year 2001.

Kathy Bronstein was relieved of her dutiesBoard, served as chief executive officer oninterim Chief Executive Officer from February 5, 2003 to June 30, 2003. Irving Teitelbaum, chairman of the board, was elected acting chief executive officer by the board of directors. In his rolecapacity as interim chief executive officer,Chief Executive Officer, Mr. Teitelbaum will receive an annual salaryreceived compensation of $40,000.$23,077.

13

Limitations on Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), enacted as part of the Revenue Reconciliation Act of 1993, limits the deductibility of compensation paid to certain executive officers of the Company beginning with the Company’s taxable year 1994. To qualify for deductibility under Section 162(m), compensation in excess of $1 million per year paid to the Chief Executive Officer and the four other most highly compensated executive officers at the end of such fiscal year generally must be either (1) paid pursuant to a written binding contract in effect on February 17, 1993 or (2) “performance-based” compensation as determined under Section 162(m). In order to be considered “performance-based” for this purpose, compensation must be paid solely on account of the attainment of one or more pre-established performance goals established by a committee of two or more “outside directors,” pursuant to an arrangement that has been disclosed to and approved by stockholders. Also, in order for an arrangement to give rise to fully deductible “performance-based” compensation, the terms of the arrangement must preclude the exercise of any discretion in the administration of the plan that would have the effect of increasing compensation paid thereunder.

Policy with Respect to Qualifying Compensation Deductibility

The Company’s policy with respect to the deductibility limit of Section 162(m) of the Code generally is to preserve the federal income tax deductibility of compensation paid when it is appropriate and is in the best interest of the Company and its stockholders. However, the Company reserves the right to authorize the payment of non-deductible compensation if it deems that it is appropriate.

Compensation/Option Committee

Walter Loeb (Chairman)

Wilfred Posluns

George H. Benter, Jr.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of February 1, 2003January 31, 2004 about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of the Board of Directors under all of the Company’s existing equity compensation plans, including the Company’s 1996 Long-Term Incentive Plan, each as amended.

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Stock Price Performance Graph

The following graph compares the cumulative stockholder return on the Company’s Class A Common Stock with the return on the Total Return Index for the NASDAQ Stock Market (US) and the NASDAQ Retail Trade Stocks. The graph assumes $100 invested on January 30, 199829, 1999 in the stock of The Wet Seal, Inc., the NASDAQ Stock Market (US) and the NASDAQ Retail Trade Stocks. It also assumes that all dividends are reinvested.

Performance Graph for the Class A Common Stock of The Wet Seal, Inc.

The historical stock performance shown on the graph is not necessarily indicative of future price performance.

1519

Principal Stockholders

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of April 8, 20039, 2004 for (i) each person known to the Company to have beneficial ownership of more than 5% of any class of the Company’s capital stock; (ii) each of the Company’s directors; (iii) each of the named executive officers; and (iv) all directors and executive officers of the Company as a group. Except as set forth below, the address of each such person is c/o The Wet Seal, Inc., 26972 Burbank, Foothill Ranch, California 92610. As of April 8, 2003,9, 2004, there were 24,937,78225,631,324 and 4,604,2494,502,833 shares of Class A Common Stock and Class B Common Stock outstanding, respectively.

16

20

Section 16(a) Beneficial Ownership Reporting Compliance

The federal securities laws require the filing of certain reports by officers, directors and beneficial owners of more than 10% of the Company’s securities with the Securities and Exchange Commission. Specific due dates have been established and the Company is required to disclose in this Proxy Statement any failure to file by these dates. Based solely on a review of copies of the filings furnished to the Company, the Company believes that during fiscal year 2002,2003, all such filing requirements were satisfied by the Company’s officers, directors and ten percent (10%) stockholders, except that: (i)that a Form 4 was not filed on a timely basis to report the exercise of options by Greg Scott on May 31, 2002; and (ii) Form 5’s were not filed on a timely basis to report the grant of options to Susan O’Toole on May 30, 2002 and Barry EntousKathy Bronstein on February 15, 2002.28, 2003.

OTHER MATTERS

The Board of Directors knows of no other business to come before the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons named in the accompanying form of proxy or their substitutes will vote in their discretion on such matters.

Representatives of Deloitte & Touche LLP, the Company’s independent auditors, are expected to be present at the Annual Meeting and will be available to make a statement if they desire and are expected to respond to appropriate inquiries from stockholders.

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The cost of this solicitation or proxies will be borne by the Company. Arrangements may be made with brokerage houses, custodians, nominees and fiduciaries to send proxies and materials to their principals and, upon request, the Company will reimburse them for their expenses in so doing.

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STOCKHOLDER PROPOSALS FOR PRESENTATION

AT 20042005 ANNUAL MEETING

If a stockholder of the Company wishes to present a proposal for consideration at the next annual meeting of stockholders, the proposal must be received at the executive offices of the Company no later than December 23, 2003,21, 2004, to be considered for inclusion in the Company’s proxy statement and form of proxy for that annual meeting. A stockholder proposal will be considered untimely for consideration at the next annual meeting if it is not received by the Company at least 45 days prior to the date of the meeting.

1822

Exhibit A

THE WET SEAL, INC.

AUDIT COMMITTEE CHARTER

I. PURPOSE

The Audit Committee is established by and amongst the Board of Directors of The Wet Seal, Inc. (“the Company”) for the primary purpose of assisting the board with:

Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee should also provide an open avenue of communication among the independent auditors, financial and senior management, the internal auditing function, and the Board of Directors.

The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as deemed appropriate to perform its duties and responsibilities

The Company shall provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor and to any advisers that the audit committee chooses to engage.

The Audit Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this Charter. The Audit Committee will report regularly to the Board of Directors regarding the execution of its duties and responsibilities.

II. COMPOSITION AND MEETINGS

The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors (as defined by all applicable rules and regulations), and free from any relationship (including disallowed compensatory arrangements) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. All members of the Committee shall have a working familiarity with basic finance and accounting practices, and at least one member of the Committee shall be a “financial expert” in compliance with the criteria established by the SEC and other relevant regulations. The existence of such member(s) shall be disclosed in periodic filings as required by the SEC.Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company or an outside consultant.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. Each regularly scheduled meeting shall conclude with an executive session of the Committee absent members of management and on such terms and conditions as the Committee may elect. As part of its job to foster open communication, the Committee should meet periodically with management, the director of the internal auditing function and the independent auditors in separate executive sessions to discuss any matters that the Committee or

A-1

each of these groups believe should be discussed privately. In addition, the Committee should meet quarterly with the independent auditors and management to discuss the annual audited financial statements and quarterly financial statements, including the Company’s disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

III. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports/Accounting Information Review

Independent Auditors

A-2

Financial Reporting Processes and Accounting Policies

Internal Audit

A-3

Other Responsibilities

A-4

Exhibit B

CHARTER OF THE

COMPENSATION COMMITTEE OF THE

BOARD OF DIRECTORS OF THE WET SEAL, INC.

As adopted by the Board of Directors on November 18, 2003

I. PURPOSE AND AUTHORITY

The Compensation Committee (the “Committee”) of the Board of Directors of The Wet Seal, Inc. (the “Company”) is appointed by the Board of Directors (the “Board”) to discharge the Board’s responsibilities with respect to all forms of compensation of the Company’s executive officers, to administer the Company’s equity incentive plans for employees and to produce an annual report on executive compensation for use in the Company’s proxy statement. This Charter sets forth the authority and responsibility of the Committee for approving and evaluating executive officer compensation arrangements, plans, policies and programs of the Company and for administering the Company’s equity incentive plans for employees whether adopted prior to or after the date of adoption of this charter (the “Stock Plans”).

II. MEMBERSHIP

The Committee will consist of three or more members, with the exact number being determined by the Board. Each of the members of the Committee will be (i) an “independent director” as defined under the Nasdaq Listing Standards, as they may be amended from time to time (the “Rules”), except as may otherwise be permitted by such Rules and (ii) a “Non-Employee Director,” as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the ”Exchange Act”). If any such person does not qualify as an “outside director” within the meaning of Treasury Regulation 1.162-27(e)(3) at the time that the Committee is granting “qualified performance-based compensation” within the meaning of Treasury Regulation 1.162-27(e)(2), such person shall recuse himself or herself from considering any compensation arrangements for which the Company will seek to so qualify. In such event, the Board shall appoint one or more “outside directors” to the Committee such that it is comprised solely of two or more “outside directors” in order to satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended. All members of the Committee will be appointed by, and shall serve at the discretion of, the Board.

The Board will select members of the Committee who will be approved by a majority vote of the Board members. Committee members will serve during their respective term as a director, subject to earlier removal by a majority vote of the Board. Unless a chair is elected by the full Board, the members of the Committee may designate a chair by majority vote of the Committee membership.

III. DUTIES AND RESPONSIBILITIES

The principal processes of the Committee in carrying out its oversight responsibilities are set forth below. These processes are set forth as a guide with the understanding that the Committee may supplement them as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities.

B-1

B-2

IV. MEETINGS

Meetings of the Committee will be held from time to time, in response to the needs of the Board or as otherwise determined by the Chairman of such Committee, and the Committee shall provide reports to the Board. In lieu of a meeting, the Committee may also act by unanimous written consent resolution.

V. MINUTES

The Committee will maintain written minutes of its meetings, and will file such minutes with the books and records of the Company.

B-3

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

THE WET SEAL, INC.

PROXY—20032004 ANNUAL MEETING

Solicited on behalf of the Board of Directors

for the Annual Meeting May 29, 200327, 2004

The undersigned, a stockholder in The Wet Seal, Inc., a Delaware corporation, appoints Irving TeitelbaumPeter D. Whitford and Walter Parks,Joseph Deckop, or either of them, his true and lawful agents and proxies, each with full power of substitution, to vote all shares of stock that the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of The Wet Seal, Inc. to be held at the Westin South Coast Plaza, Hotel, 686 Anton Blvd., Costa Mesa, California 92626 on May 29, 2003,27, 2004, at 10:00 a.m., local time, and any adjournment thereof with respect to the following matters which are more fully explained in the Proxy Statement of the Company dated April 14, 2003,2004, receipt of which is acknowledged by the undersigned.

(Continued and to be Signed on Reverse Side)

Please date, sign and mail your

proxy card back as soon as possible!

Annual Meeting of Stockholders

THE WET SEAL, INC.

May 29, 200327, 2004

¯    Please Detach and Mail in the Envelope Provided    ¯

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