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        In addition, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the adequacy and effectiveness of the Company's financial reporting procedures, disclosure controls and procedures, and internal control over financial reporting, including the respective reports of management and the independent registered public accounting firm on the effectiveness of the Company's internal control over financial reporting. The Audit Committee also discussed with the Chief Executive Officer and the Chief Financial Officer of the Company their respective certifications with respect to the Company's Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended January 31, 2015. The Audit Committee discussed with the independent registered public accounting firm all matters required to be discussed in accordance withunder the standards of the Public Company Accounting Oversight Board ("PCAOB"), including those matters required to be discussed by Auditing StandardStandards No. 16,Communications with the Audit Committees, and SEC Rule 2-07 of Regulation S-X.

        In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditor's independence from the Company and its management, including the matters in the written disclosures regarding Deloitte & Touche LLP's communications with the Audit Committee concerning independence, provided to the Audit Committee by the firm pursuant to applicable requirements of the Public Company Accounting Oversight Board (United States).PCAOB. The Audit Committee also has considered whetherpre-approved the audit and non-audit services provided by the independent registered public accounting firm'sfirm. The Company considered with the independent registered public accounting firm whether the provision of non-audit services to the Company isby them and the related fees was compatible with the auditor's independence. The Audit Committee has concluded that the independent registered public accounting firm, Deloitte & Touche LLP, is independent from the Company and its management.

        The Audit Committee discussed with the Company's independent registered public accounting firm and the internal auditor, the overall scope and plans for their respective audits. In addition, the Audit Committee met with the independent registered public accounting firm and the internal auditor, with and

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without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting.

        The Audit Committee also discussed with the Chief Executive Officer and the Chief Financial Officer of the Company their respective certifications with respect to the Company's Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended February 1, 2014.

        The Audit Committee is directly responsible for the appointment, evaluation, retention, compensation, oversight, and when appropriate, the termination of the independent registered public accounting firm. The Audit Committee evaluates the performance of the Company's independent registered public accounting firm, including the lead audit partner and the engagement team, each year and determines to reengage the current independent registered public accounting firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors and the auditors' capabilities, technical expertise and knowledge of the Company's operations and industry. The Audit Committee also considers the quality of its ongoing discussions with the auditors, the ability of the auditors to remain independent, external data relating to audit quality and performance, including recent PCAOB reports on Deloitte & Touche LLP and its peer firms, the appropriateness of fees charged, and tenure as the Company's auditors. Based on this evaluation, the Audit Committee decided that it was in the best interests of the Company and its shareholders to engagecontinue the retention of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended February 1, 2014.January 31, 2015. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee will continue its practice of recommending that the Board ask the stockholders,shareholders, at their annual meeting, to ratify the appointment of the independent registered public accounting firm. The Audit Committee also has oversight responsibilities with respect to the internal audit function, including the internal audit scope and plan.

        In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company's management, internal audit group, and independent registered public accounting firm.        In reliance on the reviews and discussions referred to above, and the receipt of the unqualified opinions from Deloitte & Touche LLP dated April 1, 2014,March 27, 2015, with respect to the consolidated financial statements of the Company as of and for the year ended February 1, 2014,January 31, 2015, and with respect to the effectiveness of the Company's internal control over financial reporting, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements and management's assessment of the effectiveness of the Company's internal control over financial reporting be included in the Company's Annual Report on Form 10-K for the year ended February 1, 2014,January 31, 2015, for filing with the Securities and Exchange Commission.SEC.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        To our knowledge, based solely on a review of the copies of the reports required pursuant to Section 16(a) of the Exchange Act that have been furnished to us and written representations that no other reports were required, during the fiscal year ended February 1, 2014, all Section 16(a) filing requirements applicable to our directors, executive officers, and greater than 10% beneficial owners have been met, except for the Form 4 for Mr. Becker's initial award of restricted stock received upon the date of his appointment to the Company's Board of Directors, the filing of which was inadvertently delayed by one day.

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Overview of Proposed Amendments

        On May 1, 2015, the Board approved, subject to shareholder approval, the Fourth Amendment to The Men's Wearhouse, Inc. 2004 Long-Term Incentive Plan (the "2004 Plan"), as further described below. The 2004 Plan permits the grant of options (both incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, deferred stock units ("DSUs"), performance stock awards, performance units, other stock-based awards and cash-based awards to non-employee directors, officers and other employees of the Company. As of May 6, 2015, 430,481 shares of our Common Stock remain available for grant of future awards under the 2004 Plan.

        At the Annual Meeting, shareholders are being asked to approve the proposed amendments to the 2004 Plan to increase the number of shares authorized for issuance under the 2004 Plan by 2,300,000; increase the number of shares for equity-based awards and maximum cash-based awards which may be granted to any individual participant in a given year; and remove all remaining share recycling provisions from the 2004 Plan. If the Fourth Amendment is not approved by our shareholders, the 2004 Plan will remain in force and effect in accordance with its current terms and conditions and we may grant awards up to the number of shares of Common Stock remaining available for issuance under the 2004 Plan through March 29, 2024.

        If the Fourth Amendment is approved by shareholders:

•

the maximum number of shares of our Common Stock which may be issued under the 2004 Plan will be increased from 4,610,059 to 6,910,059 shares,



•

the maximum number of shares that may be granted as restricted stock or performance stock awards will be increased from 2,305,030 to 3,455,030;



•

the maximum number of shares of our Common Stock with respect to which incentive stock options may be granted to an employee of the Company during a fiscal year and the maximum number of shares of our Common Stock with respect to each of nonqualified stock options and stock appreciation rights which may be granted to an employee or non-employee director of the Company during a fiscal year will be increased in each case from 300,000 to 500,000;



•

the maximum number of shares of our Common Stock with respect to each of restricted stock awards, performance stock awards, performance unit awards paid in shares of our Common Stock and other stock-based awards which may be granted to an employee or non-employee director of the Company during a fiscal year will be increased from 225,000 to 300,000;



•

the maximum amount with respect to which DSU awards may be granted to an employee or non-employee director of the Company during a fiscal year will be increased from the fair market value of 225,000 to the fair market value of 300,000 shares of our Common Stock, determined as of the date of the grant; and



•

the maximum aggregate amount with respect to which cash-based awards and performance unit awards paid in cash that may be awarded or credited to an employee or non-employee director of the Company during a fiscal year will be increased from $3,000,000 to a maximum value of $5,000,000 determined as of the date of the grant.

        In addition, the Fourth Amendment would remove all remaining "share recycling" provisions of the 2004 Plan. The Company had previously amended the 2004 Plan to only allow share recycling in the event an award was made as part of a compensation package for an individual who was hired as an

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employee or an individual who became an employee when his or her employer joined the Company as a result of an acquisition by merger or otherwise. If approved by shareholders, after the effective date of the amendment, the 2004 Plan would provide that: (1) shares of our Common Stock tendered as payment for an option exercise and shares of our Common Stock withheld from exercised or vested awards for taxes will no longer be available for further issuance under the 2004 Plan and (2) when a stock appreciation right is settled in shares of our Common Stock, the total number of shares subject to the stock appreciation right under the award agreement will be counted against the number of shares available for future issuances under the 2004 Plan.

Summary of the 2004 Plan

        The following is a brief summary intended to highlight certain of the principal features of the 2004 Plan, as amended. Because the following is a summary, it may not contain all of the information that is important to you. A copy of the 2004 Plan, as amended, is attached asAppendix A to this proxy statement and includes the proposed amendments as described herein. The description that follows is qualified in its entirety by reference to the full text of the 2004 Plan, as amended, set forth inAppendix A.

        Purpose.    The 2004 Plan is intended to reward certain non-employee directors of the Company and certain corporate officers and other employees of the Company and its affiliates by enabling them to acquire shares of our Common Stock and to receive other compensation based on the increase in value of our Common Stock or certain other performance measures. The 2004 Plan is also intended to advance the best interests of the Company and our shareholders by providing those persons who have substantial responsibility for the direction, management and growth of the Company and its subsidiaries with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment or affiliation with the Company and its subsidiaries.

        Term.    The 2004 Plan became effective on March 29, 2004 and was amended and restated by the Board of Directors and approved by our shareholders in 2008. An amendment to increase the number of authorized shares was approved by the Board of Directors and the shareholders in 2011. The Board of Directors approved an amendment to the 2004 Plan in 2012 to limit the use of share recycling under the 2004 Plan and to clarify the provisions prohibiting cash buy-outs by the Company of awards of stock options or stock appreciation rights granted under the 2004 Long-Term Incentive Plan. Finally, the 2004 Plan was amended again by the Board of Directors in 2013 to extend the term of the 2004 Plan until 2024, which amendment was approved by shareholders at our 2013 Annual Meeting. As a result of such amendments, no awards may be granted under the 2004 Plan on or after March 29, 2024, unless the 2004 Plan is subsequently amended, with the approval of shareholders, to extend the termination date.

        Administration.    The Compensation Committee (or a subcommittee comprised of at least two of its members) or, in the absence thereof or in the case of the non-employee directors of the Company, the Board, shall administer the 2004 Plan (the "Plan Committee"). In administering the 2004 Plan, the Plan Committee shall have the full power to determine the persons to whom and the time or times at which awards will be made; determine the number and exercise price of shares of our Common Stock covered in each award, subject to the terms and provisions of the 2004 Plan; determine the terms, provisions and conditions of each award, which need not be identical and need not match the default terms set forth in the 2004 Plan; accelerate the time at which any outstanding award will vest; prescribe, amend and rescind rules and regulations relating to administration of the 2004 Plan; and make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the 2004 Plan.

        Eligibility.    Key employees who have substantial responsibility for or involvement with the management and growth of the Company or its subsidiaries and the non-employee directors of the Company will be eligible to receive awards (other than incentive stock options) under the 2004 Plan. An

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incentive stock option may be awarded only to an employee who is employed by the Company or one of its subsidiary corporations and determined by the Plan Committee to be a key employee on the date of the grant of the option.

        Maximum Shares Available.    Assuming the amendment to the 2004 Plan is approved by our shareholders at the Annual Meeting:

•

The maximum number of shares of our Common Stock which may be issued under the 2004 Plan may not exceed 6,910,059 shares, in the aggregate, provided that the aggregate number of shares which may be granted as restricted stock or performance stock awards are limited to 3,455,030 in each case. The maximum number of shares of our Common Stock with respect to which incentive stock options may be granted to an employee of the Company during a fiscal year is 500,000. The maximum number of shares of our Common Stock with respect to each of nonqualified stock options and stock appreciation rights which may be granted to an employee or non-employee director of the Company during a fiscal year is 500,000. The maximum number of shares of our Common Stock with respect to each of restricted stock awards, performance stock awards, performance unit awards paid in shares of our Common Stock and other stock-based awards which may be granted to an employee or non-employee director of the Company during a fiscal year is 300,000 or, with respect to DSU awards, the fair market value of 300,000 shares of our Common Stock, determined as of the date of the grant. The maximum aggregate amount with respect to which cash-based awards and performance unit awards paid in cash may be awarded or credited to an employee or non-employee director of the Company during a fiscal year may not exceed in value $5,000,000 determined as of the date of the grant. Such limitations are subject to adjustment in accordance with the 2004 Plan.



•

If any outstanding award expires or terminates for any reason, is settled in cash in lieu of shares of our Common Stock, or any award is surrendered, in each such case on or after April 20, 2012, the shares of our Common Stock allocable to the unexercised portion of that award will count against the aggregate number of shares of our Common Stock that may be granted under the 2004 Plan and will no longer be available for further issuance under the 2004 Plan. For awards granted under the 2004 Plan and exercised on or after April 1, 2015, if shares of our Common Stock are withheld from payment of the award to satisfy tax obligations with respect to such award, such shares will count against the aggregate number of shares of our Common Stock available for awards under the 2004 Plan and will no longer be available for further issuance under the 2004 Plan. When a stock appreciation right is settled in shares of our Common Stock, the number of shares subject to the stock appreciation right under the award agreement will be counted against the aggregate number of shares of our Common Stock available for grant under the 2004 Plan as one share for every share subject to the stock appreciation right, regardless of the number of shares of our Common Stock actually used to settle the stock appreciation right upon exercise.

        Any shares of our Common Stock delivered pursuant to an award may consist, in whole or in part, of authorized and unissued shares or treasury shares.

        Options.    The Plan Committee may grant options under the 2004 Plan to eligible persons in such number and upon such terms as the Plan Committee may determine, subject to the terms and provisions of the 2004 Plan. The Plan Committee may award incentive stock options intended to satisfy the requirements of section 422 of the Internal Revenue Code or nonqualified stock options which are not intended to satisfy the requirements of section 422 of the Internal Revenue Code.

        The price at which shares of our Common Stock may be purchased under an option shall be determined by the Plan Committee, but such price may not be less than 100% of the fair market value of the shares on the date the option is granted. No incentive stock option may be granted to any person who, at the time the option is granted, owns shares of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, unless the exercise price of such option is at least

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110% of the fair market value of our Common Stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. Effective for options granted under the 2004 Plan on or after January 1, 2005, an option may not be granted with any dividend equivalent rights.

        Unless a shorter term is specified in an option agreement or is an incentive stock option described in the prior paragraph, an option shall expire on the tenth anniversary of the date the option is granted. An option shall not continue to vest after the termination of the employment relationship between the optionee and the Company and its subsidiaries, or in the case of a non-employee director of the Company, the term of such director's service to the Board, for any reason other than death or disability of the optionee, unless otherwise specified in an option agreement.

        Subject to certain conditions and exceptions, an option which is or has become exercisable on the date on which an optionee ceases to be an employee of the Company or, in the case of a non-employee director of the Company, the term of such director's service to the Board:

•

for any reason other than death, disability or retirement shall terminate on the earlier of the tenth anniversary of the date the option is granted or the date that is one day less than one month after the termination of employment or, in the case of a non-employee director of the Company, the term of such director's service to the Board; and



•

due to death, disability or retirement before the tenth anniversary of the date the option is granted shall terminate on the earlier of the tenth anniversary of the date the option is granted, or the first anniversary of the date of the optionee's death, disability or retirement.

        The Plan Committee shall specify in the option agreement the time and manner in which each option may be exercised. The Plan Committee may accelerate the time in which any outstanding option may be exercised. However, in no event shall any option be exercisable on or after the tenth anniversary of the date of the grant of the option.

        To the extent that the aggregate fair market value of our Common Stock with respect to which incentive stock options first become exercisable by a holder of such award in any calendar year exceeds $100,000, taking into account both shares of our Common Stock subject to incentive stock options under the 2004 Plan and our Common Stock subject to incentive stock options under all other plans of the Company, such options shall be treated as nonqualified stock options. In reducing the number of options treated as incentive stock options to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Plan Committee may designate which shares of our Common Stock are to be treated as shares acquired pursuant to the exercise of an incentive stock option.

        An optionee shall not have any rights as a shareholder with respect to our Common Stock covered by an option until the date on which the optionee becomes a shareholder of record with respect to such Common Stock after exercise of the option.

        Stock Appreciation Rights.    The 2004 Plan authorizes the Plan Committee to issue stock appreciation rights ("SARs") to eligible persons in such number and upon such terms and conditions as determined by the Plan Committee. SARs granted under the 2004 Plan may be freestanding SARs, tandem SARs or any combination of these forms of SARs.

        A SAR granted under the 2004 Plan shall confer upon a recipient a right to receive, upon exercise of such SAR, an amount equal to the excess of the fair market value of one share of our Common Stock on the date of exercise over the grant price of the SAR, which shall not be less than 100 percent of the fair market value of one share of our Common Stock on the date of grant of the SAR and in no event less than par value of one share of our Common Stock. Such amount may be paid to the optionee in cash, in our

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Common Stock of equivalent value, in some combination thereof, or in any other manner approved by the Plan Committee in its sole discretion. A SAR may not be granted with any dividend equivalent rights.

        The Plan Committee may impose such conditions and/or restrictions on any shares of our Common Stock received upon exercise of a SAR granted pursuant to the 2004 Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the holder of such award hold the shares of our Common Stock received upon exercise of a SAR for a specified period of time.

        Subject to the terms and provisions of the 2004 Plan and the applicable award agreement, by delivery of written notice in the manner designated by the Plan Committee and upon whatever additional terms and conditions the Plan Committee, in its sole discretion, imposes: (a) freestanding SARs may be exercised in whole or in part, and (b) tandem SARs may be exercised for all or part of the shares of our Common Stock subject to the related option upon the surrender of the right to exercise the equivalent portion of the related option. A tandem SAR may be exercised only with respect to the shares of our Common Stock for which its related option is then exercisable. With respect to a tandem SAR issued in connection with an incentive stock option, the tandem SAR will expire no later than the expiration of the underlying incentive stock option; the value of the payout with respect to the tandem SAR may be for no more than 100% of the excess of the fair market value of the shares of our Common Stock subject to the underlying incentive stock option at the time the tandem SAR is exercised over the option price of the underlying incentive stock option; and the tandem SAR may be exercised only when the fair market value of the shares of our Common Stock subject to the incentive stock option exceeds the option price of the incentive stock option. The Plan Committee shall determine the right of each SAR holder to exercise the SAR following the termination of such holder's employment with the Company or its subsidiaries or service to the Board.

        The term of a SAR granted under the 2004 Plan shall be determined by the Plan Committee; provided that, no SAR shall be exercisable on or after the tenth anniversary date of its grant.

        A recipient of a SAR award, as such, shall have no rights as a shareholder.

        Restricted Stock.    Under the 2004 Plan, the Plan Committee may award restricted stock to eligible persons in such numbers and upon such terms as the Plan Committee shall determine. The amount of, the vesting, and the transferability restrictions applicable to any award of restricted stock will be determined by the Plan Committee. The recipient of the restricted stock will have all the rights of a shareholder with respect to the shares of restricted stock included in the restricted stock award during the restriction period established for the restricted stock award. Dividends paid with respect to restricted stock in cash or property other than shares of our Common Stock or rights to acquire shares of our Common Stock shall be paid to the recipient of the restricted stock award currently. Dividends paid in shares of our Common Stock or rights to acquire shares of our Common Stock shall be added to and become a part of the restricted stock.

        Deferred Stock Unit Awards.    The 2004 Plan authorizes the Plan Committee to grant DSUs to eligible persons in such amounts and upon such terms as the Plan Committee shall determine. Each DSU shall have a value equal to the fair market value of a share of our Common Stock. The amount of, the vesting, and the transferability restrictions applicable to any DSU award shall be determined by the Plan Committee. Payment under a DSU award shall be made in either cash or shares of our Common Stock as specified in the applicable award agreement. Payment under a DSU award shall be made at such time as is specified in the applicable award agreement.

        An award agreement for a DSU may specify that the holder of such award shall be entitled to the payment of dividend equivalents under the award. Each recipient of DSUs shall have no rights of a shareholder with respect to such recipient's DSUs.

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        Performance Awards.    Under the 2004 Plan, the Plan Committee may grant performance stock and performance unit awards to eligible persons in such amounts and upon such terms as the Plan Committee shall determine.

        The amount of, the vesting, and the transferability restrictions applicable to any performance stock or performance unit award shall be based upon the attainment of such performance goals as the Plan Committee may determine. A performance goal for a particular performance stock or performance unit award must be established by the Plan Committee prior to the earlier to occur of (a) 90 days after the commencement of the period of service to which the performance goal relates or (b) the lapse of 25 percent of the period of service, and in any event while the outcome is substantially uncertain. A performance goal must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met and may be based on one or more of the following business criteria: earnings per share, earnings per share growth, total shareholder return, economic value added, cash return on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, shareholder value, net cash flow, operating income, earnings before interest and taxes, cash flow, cash flow from operations, cost reductions, cost ratios (per employee or per customer), proceeds from dispositions, project completion time and budget goals, net cash flow before financing activities, customer growth, and total market value. Goals may also be based on performance relative to a peer group of companies. Unless otherwise stated, such a performance goal need not be based upon an increase or positive result under a particular business criterion, and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

        Subject to the terms and conditions of the 2004 Plan, each holder of a performance stock award or a performance unit award payable in shares of our Common Stock shall have all the rights of a shareholder with respect to the shares of stock issued to such holder pursuant to the award during any period in which such issued shares of our Common Stock are subject to forfeiture and restrictions on transfer, including the right to vote such shares of stock. An award agreement for a performance unit award may specify that the holder of such award shall be entitled to the payment of dividend equivalents under the award.

        Payment under a performance unit award shall be made at such time as is specified in the applicable award agreement.

        Internal Revenue Code Section 162(m).    It is intended that the 2004 Plan will conform with the standards of section 162(m) of the Internal Revenue Code and Treasury Regulations section 1.162-27(e)(2)(i). Neither the Plan Committee nor the Board may increase the amount of compensation payable under a performance stock award or performance unit award. If the time at which any performance stock award or performance unit award will vest is accelerated, the number of shares of our Common Stock subject to, or the amount payable under, such award shall be reduced pursuant to Department of Treasury Regulation section 1.162-27(e)(2)(iii) to reasonably reflect the time value of money.

        No payments of stock or cash will be made pursuant to a performance stock award or performance unit award unless the shareholder approval requirements of Department of Treasury Regulation section 1.162-27(e)(4) are satisfied. See "Proposal to Approve the Material Terms of the Performance Goals for Performance Awards Under the Company's 2004 Long-Term Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code" below.

        Cash-Based Awards and Other Stock-Based Awards.    The Plan Committee may grant cash-based awards under the 2004 Plan to eligible persons in such amounts and upon such terms, including the achievement of specific performance goals, as the Plan Committee shall determine. The 2004 Plan authorizes the Plan Committee to grant other types of equity-based or equity-related awards not otherwise described by the terms and provision of the 2004 Plan, including the grant or offer for sale of

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unrestricted shares of our Common Stock, in such amounts and subject to such terms and conditions, as the Plan Committee shall determine. Such awards may involve the transfer of actual shares of our Common Stock to holders thereof, or payment in cash or otherwise of amounts based on the value of shares of our Common Stock, and may include, without limitation, awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

        The Plan Committee, in its sole discretion, shall determine the extent to which the holder of an award shall have the right to continue to hold cash-based awards and other stock-based awards following termination of such holder's employment with the Company or its subsidiaries, or in the case of a non-employee director, the termination of service on the Board. Such provisions need not be uniform among all cash-based awards and other stock-based awards issued pursuant to the 2004 Plan.

        Substitution Awards.    Awards may be granted under the 2004 Plan in substitution for stock options and other awards held by employees and directors of other corporations who are about to become employees of or affiliated with the Company or any of its subsidiaries as a result of a merger or consolidation of the employing corporation with the Company, or the acquisition by the Company of substantially all of the assets of another corporation or the acquisition by the Company of at least 50% of the issued and outstanding stock of another corporation as the result of which it becomes an affiliate of the Company. The terms and conditions of the substitute awards granted may vary from the terms and conditions set out in the 2004 Plan to the extent the Board, at the time of grant, may deem appropriate to conform, in whole or in part, to the provisions of the options and stock awards in substitution for which they are granted, but with respect to options that are incentive stock options, no such variation shall be such as to affect the status of any such substitute option as an "incentive stock option" under section 422 of the Internal Revenue Code.

        Non-Transferability.    Except as specified in the applicable award agreement or in a domestic relations court order, an award granted under the 2004 Plan shall not be transferable by the holder thereof (whether for consideration or otherwise) other than by will or under the laws of descent and distribution, and shall be exercisable, during such holder's lifetime, only by him or her. Any attempted assignment of an award in violation of the 2004 Plan shall be null and void. In the discretion of the Plan Committee, any attempt to transfer an award other than under the terms of the 2004 Plan and the applicable award agreement may terminate the award.

        No incentive stock option granted under the 2004 Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all incentive stock options granted to an employee under the 2004 Plan shall be exercisable during such employee's lifetime only by the employee and, after that time, by the employee's heirs and estate.

        Forfeiture.    If the Plan Committee finds by a majority vote that a holder of an award granted under the 2004 Plan, before or after termination of his employment with the Company or any of its subsidiaries or severance of his affiliation relationship with the Company and all its affiliates, (a) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by or affiliation with the Company or an affiliate and such conduct damaged the Company or an affiliate, (b) disclosed trade secrets of the Company or an affiliate or (c) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any affiliate to which the holder of such award is a party, then, as of the date the Plan Committee makes its finding, some or all awards awarded to such holder (including vested awards that have been exercised, vested awards that have not been exercised, and awards that have not yet vested), as determined by the Plan Committee in its sole discretion, and all net proceeds realized with respect to any such awards, will be forfeited to the Company on such terms as determined by the Plan Committee. The findings and decision of the Plan Committee with respect to the matter shall be final for all purposes.

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        The Plan Committee may specify in an award agreement that the rights, payments, and benefits of a holder of an award granted under the 2004 Plan with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. Such events may include, but shall not be limited to, termination of employment for cause, termination of such holder's provision of services to the Company or its subsidiaries, violation of material policies of the Company or its subsidiaries, breach of non-competition, confidentiality, or other restrictive covenants that may apply to such holder, or other conduct by such holder that is detrimental to the business or reputation of the Company or its subsidiaries.

        Antidilution.    If the Company shall effect a capital readjustment or any increase or reduction of the number of shares of our Common Stock outstanding, without receiving compensation therefor in money, services or property, then (1) the number, class or series and per share price of our Common Stock subject to outstanding awards under the 2004 Plan shall be appropriately adjusted (subject to the restriction discussed below under the heading "Award Agreements" regarding repricing) as to entitle a holder of an award under the 2004 Plan to receive upon exercise, for the same aggregate cash consideration, the equivalent total number and class or series of our Common Stock the holder would have received had the holder of such award exercised in full immediately prior to the event requiring the adjustment, and (2) the number and class or series of our Common Stock then reserved to be issued under the 2004 Plan shall be adjusted.

        Changes in the Company's Capital Structure.    If a Corporate Change (such as a merger in which the Company is not the surviving entity, a sale of all or substantially all of the Company's assets, the dissolution of the Company or another corporate transaction as defined in the Internal Revenue Code) occurs while unexercised awards remain outstanding under the 2004 Plan, then, except as otherwise provided in an award agreement or other agreement between the holder of the award and the Company, or as a result of the Plan Committee's effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which any award then outstanding may be exercised, and no later than ten days after the approval by the shareholders of the Company and consummation of such Corporate Change, the Plan Committee, acting in its sole and absolute discretion, shall act to effect one or more of the following alternatives, which may vary among individual holders of awards granted under the 2004 Plan and which may vary among awards held by any individual holder of an award granted under the 2004 Plan:

        (1)   accelerate the time at which some or all of the awards then outstanding may be exercised, after which all such awards that remain unexercised and all rights of holders of awards thereunder shall terminate;

        (2)   require the mandatory surrender to the Company by all or selected holders of awards granted under the 2004 Plan of some or all of the then outstanding awards held by such holders as of a date, before or after such Corporate Change, in which event the Plan Committee shall thereupon cancel such award and the Company shall pay to each such holder an amount of cash per share equal to the excess, if any, of the per share price offered to shareholders of the Company in connection with such Corporate Change over the exercise prices under such award for such shares;

        (3)   with respect to all or selected holders of awards granted under the 2004 Plan, have some or all of their then outstanding awards assumed or have a new award of a similar nature substituted for some or all of their then outstanding awards under the 2004 Plan by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing such holder or which is affiliated or associated with such holder in the same or a substantially similar manner as the Company prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution is on a basis where the excess of the aggregate fair market value of our Common Stock subject to the award immediately after the assumption or substitution over the aggregate exercise price of

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such Common Stock is equal to the excess of the aggregate fair market value of all our Common Stock subject to the award immediately before such assumption or substitution over the aggregate exercise price of such Common Stock, and (B) the assumed rights or the substituted rights will have the same terms and conditions as the rights under the existing award assumed or substituted for;

        (4)   provide that the number and class or series of our Common Stock covered by an award shall be adjusted so that such award when exercised shall thereafter cover the number and class or series of our Common Stock or other securities or property (including, without limitation, cash) to which the holder of such award would have been entitled pursuant to the terms of the agreement or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the holder of such award had been the holder of record of the number of shares of our Common Stock then covered by such award; or

        (5)   make such adjustments to awards then outstanding as the Plan Committee deems appropriate to reflect such Corporate Change.

        If the Plan Committee chooses to effect one or more of the alternatives set out in paragraphs (3), (4) or (5) above, it may, in its sole and absolute discretion and without the consent or approval of any holder of an award granted under the 2004 Plan, accelerate the time at which some or all awards then outstanding may be exercised. With respect to a reincorporation merger in which holders of the Company's ordinary shares will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of the alternatives set forth above shall apply and, without Plan Committee action, each award shall automatically convert into a similar award of the successor corporation exercisable for the same number of ordinary shares of the successor as the award was exercisable for ordinary shares of stock of the Company. In the event of changes in our outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any award and not otherwise provided for above, any outstanding award and any award agreements evidencing such award shall be subject to adjustment by the Plan Committee in its sole and absolute discretion as to the number and price of our Common Stock or other consideration subject to such award. In the event of any such change in our outstanding Common Stock, the aggregate number of shares of our Common Stock available under the 2004 Plan may be appropriately adjusted by the Plan Committee.

        After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations in which the Company shall be the surviving corporation, each holder of an award granted under the 2004 Plan shall be entitled to have his restricted stock appropriately adjusted based on the manner in which the shares of our Common Stock were adjusted under the terms of the agreement of merger or consolidation.

        Award Agreements.    Each award shall be embodied in a written award agreement that shall be subject to the terms and conditions of the 2004 Plan. The award agreement may specify the effect of a Change in Control of the Company on the award. The award agreement may contain any other provisions that the Plan Committee in its discretion shall deem advisable which are not inconsistent with the terms and provisions of the 2004 Plan. Except as described above under "Change in Control", the Plan Committee may not directly or indirectly lower the exercise price of a previously granted option or the grant price of a previously granted SAR or otherwise pay consideration to repurchase, cancel or revoke such award; provided that such prohibition shall not apply to shares of our Common Stock withheld to pay the option price of any option or to pay the withholding tax arising from the exercise of any option or SAR.

        Restrictions on Stock Received.    The Plan Committee may impose such conditions and/or restrictions on any shares of our Common Stock issued pursuant to an award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the holder of an award granted under the 2004 Plan hold the shares of our Common Stock for a specified period of time.

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        Amendment and Termination.    The Plan Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the 2004 Plan and any award agreement in whole or in part. However, no termination, amendment, suspension, or modification of the 2004 Plan or an award agreement shall adversely affect in any material way any award previously granted under the 2004 Plan, without the written consent of the holder holding such award. Without the prior approval of our shareholders and except as described above under "Change in Control", the Plan Committee shall not directly or indirectly lower the option price of a previously granted option or the grant price of a previously granted SAR issued under the 2004 Plan or otherwise pay consideration to repurchase, cancel or revoke such award (provided that such prohibition shall not apply to shares of our Common Stock withheld to pay the option price of any option or to pay the withholding tax arising from the exercise of any option or SAR). No amendment of the 2004 Plan shall be made without shareholder approval if shareholder approval is required by applicable law or stock exchange rules.

U.S. Federal Income Tax Consequences of Awards Granted Under the 2004 Plan

        The following is a general description of the U.S. federal income tax consequences generally applicable to the Company and a recipient of an incentive stock option, a nonqualified stock option, a SAR, a restricted stock award, a DSU award, a performance stock award, a performance unit award, a cash-based award or an other stock-based award granted under the 2004 Plan. This discussion is based on current law, is not intended to constitute tax advice, and does not address all aspects of U.S. federal income taxation that may be relevant to a particular participant in light of his or her personal circumstances and does not describe foreign, state, or local tax consequences, which may be substantially different.

        Incentive Stock Options.    When the Plan Committee grants an employee an incentive stock option to purchase shares of our Common Stock under the 2004 Plan, the employee will not be required to recognize any U.S. federal taxable income as a result of the grant or as a result of the employee's exercise of the incentive stock option; however, the difference between the exercise price and the fair market value of the shares of our Common Stock at the time of exercise is an item of tax preference that may require payment of an alternative minimum tax. On the sale of the shares acquired through exercise of an incentive stock option (assuming such sale does not occur within two years of the date of grant of the option or within one year from the date of exercise), any gain (or loss) will be taxed as long term capital gain (or loss) and the Company will not be entitled to any deduction in connection with the sale (or the grant or exercise) of the incentive stock option. With respect to a sale of shares that occurs after the later of two years from the date of grant and one year from the date of exercise, the tax basis of the shares for the purpose of a subsequent sale includes the option price paid for the shares.

        However, if the employee sells the shares acquired upon exercise of an incentive stock option before the later of (i) two years from the date of grant and (ii) one year from the date of exercise, the employee will be treated as having received, at the time of sale, compensation taxable as ordinary income, and the Company will be entitled to a corresponding deduction. The amount treated as compensation income is the excess of the fair market value of the shares at the time of exercise over the exercise price, and any amount realized in excess of the fair market value of the shares at the time of exercise would be treated as long or short term capital gain, depending on how long such shares were held. With respect to a sale of shares that occurs before the later of two years from the date of grant and one year from the date of exercise, the tax basis of the shares for the purpose of a subsequent sale includes the option price paid for the shares and the compensation income reported at the time of sale of the shares.

        Nonqualified Stock Options.    When the Plan Committee grants a nonqualified stock option to purchase shares of our Common Stock under the 2004 Plan, the recipient will not be required to recognize any U.S. federal taxable income as a result of the grant. However, the recipient will be required to recognize ordinary income on the date the recipient exercises the nonqualified stock option. Generally, the measure of the income will be equal to the difference between the fair market value of the shares of

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our Common Stock acquired on the date the shares are acquired and the option price. The tax basis of the shares acquired on exercise of the nonqualified stock option for the purpose of a subsequent sale includes the option price paid and the ordinary income reported on exercise of the nonqualified stock option. The income reportable on exercise of the nonqualified stock option by an employee is subject to federal tax withholding. Generally, the Company will be entitled to a deduction in the amount reportable as income by the recipient on the exercise of a nonqualified stock option.

        Stock Appreciation Rights.    The grant of a SAR under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. However, the recipient will be required to recognize ordinary income on the date the recipient exercises the SAR. Generally, the measure of the income will be equal to the amount realized on exercise of the SAR. The income reportable on exercise of the SAR by an employee is subject to federal tax withholding. Generally, the Company will be entitled to a deduction in the amount reportable as income by the recipient on the exercise of a SAR.

        Restricted Stock Awards.    The grant of a restricted stock award under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant unless the recipient timely makes an election under section 83(b) of the Internal Revenue Code. Upon the expiration of the forfeiture restrictions applicable to the restricted stock award (i.e., as the shares become vested), the recipient will recognize ordinary income in an amount equal to the excess of the fair market value of those shares at that time over the amount (if any) the recipient paid for the shares. The income realized by an employee is subject to federal tax withholding. The Company will be entitled to a deduction in the amount and at the time the recipient recognizes income. If an election under section 83(b) of the Internal Revenue Code has not been made, any dividends received with respect to any restricted shares that are not vested (i.e., the forfeiture restrictions have not yet lapsed) generally will be treated as compensation that is taxable as ordinary income to the recipient and the Company will be entitled to a corresponding deduction. With respect to any restricted shares that are vested (i.e., the forfeiture restrictions have lapsed), the recipient will be taxed on any dividends on such shares as the dividends are paid to the recipient and the Company will not be entitled to deductions with respect to the dividends.

        If the recipient of the restricted stock award makes an election under section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the restricted shares awarded under the restricted stock award, the recipient will recognize ordinary income on the date the shares are awarded. The amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the recipient will not be required to recognize additional ordinary income when the shares vest. However, if the shares are later forfeited, a loss can only be recognized up to the amount the individual paid, if any, for the shares of Common Stock.

        Deferred Stock Unit Awards.    The grant of a DSU award under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. At the time a DSU award vests the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction. Generally, the measure of the income and deduction will be the fair market value of our Common Stock at the time the DSU is settled.

        Performance Stock and Performance Unit Awards.    Performance stock awards granted under the 2004 Plan generally have the same tax consequences as restricted stock awards as discussed above (except that the compensation deduction limitation described below generally will not apply). A recipient of a performance unit award under the 2004 Plan generally will not realize U.S. federal taxable income at the time of grant of the award, and the Company will not be entitled to a deduction at that time with respect to the award. When the performance goals applicable to the performance unit award are attained and

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amounts are due under the award, the holder of the award will be treated as receiving compensation taxable as ordinary income, and the Company will be entitled to a corresponding deduction.

        Cash-Based Awards and Other Stock-Based Awards.    The grant of a cash-based award under the 2004 Plan generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. At the time a cash-based award is settled in cash, the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction. Generally the measure of the income and deduction will be the amount of cash received by the recipient of the award at the time the cash-based award is settled. Other stock-based awards granted under the 2004 Plan generally have the same tax consequences as DSU awards.

        Compensation Deduction Limitation.    Under section 162(m) of the Internal Revenue Code, the Company's federal income tax deductions for certain compensation paid to designated executives is limited to $1,000,000 per year. These executives include the Company's Chief Executive Officer and the next three highest compensated officers (other than the Company's Chief Financial Officer). Section 162(m) of the Internal Revenue Code provides an exception to this limitation for certain "performance based" compensation approved by a committee consisting solely of at least two "outside directors". The Company believes that nonqualified stock options to purchase shares of our Common Stock, SARs, and performance based awards granted under the 2004 Plan generally should qualify as performance based compensation for purposes of section 162(m) of the Internal Revenue Code. See "Proposal to Approve the Material Terms of Performance Goals for Performance Awards Under the Company's 2004 Long-Term Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code" below.

        Compliance with Section 409A.    Awards granted under the 2004 Plan shall be designed, granted and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of section 409A of the Internal Revenue Code and the Department of Treasury rules and regulations issued thereunder (collectively, "Section 409A"). If the Plan Committee determines that an award granted under the 2004 Plan, payment, distribution, deferral election, transaction, or any other action or arrangement contemplated by the provisions of the 2004 Plan would, if undertaken, cause a holder of an award to become subject to additional taxes under Section 409A, then unless the Plan Committee specifically provides otherwise, such award, payment, distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the 2004 Plan and/or award agreement for the award will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A to the extent determined appropriate by the Plan Committee, in each case without the consent of or notice to the holder of the award. The period of exercisability of an option or a SAR shall not be extended to the extent that such extension would subject holder of that option or SAR to additional taxes under Section 409A.

Awards Under the 2004 Plan

        In addition to approximately 300 key employees (including our executive officers), there are currently six non-employee directors of the Company who are eligible to participate in the 2004 Plan. Each non-employee director will be granted on the last day of each fiscal quarter a number of shares of restricted stock or DSUs equal to $31,250 divided by the closing price of our Common Stock as reported on the NYSE on the last trading day of such fiscal quarter. For further information, see "Director Compensation" in this proxy statement.

        Since awards to be granted in the future under the 2004 Plan are at the discretion of the Compensation Committee, it is not possible to determine the benefits or the amounts received or that will be received under the 2004 Plan by eligible participants. During the fiscal year ended January 31, 2015, equity grants under the 2004 Plan were awarded to the following individuals who comprise our "Named Executive Officers" for fiscal 2014, which included awards made in September 2014 as part of a one-time

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accelerated issuance of the equity awards that would have been ordinarily been made as part of our annual grant process in fiscal 2015 (See "Compensation Discussion and Analysis" for additional information):

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE 2004 PLAN TO (I) INCREASE BOTH THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2004 PLAN AND THE RELATED ANNUAL LIMITS TO INDIVIDUAL PARTICIPANTS AND (II) REMOVE REMAINING SHARE RECYCLING PROVISIONS FROM THE 2004 PLAN.

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EXECUTIVE OFFICERS
As of the End of the Fiscal Year

        The following table sets forth certain equity compensation plan information for the Company as of January 31, 2015:

As of the Record Date

        The following table sets forth certain equity compensation plan information for the Company as of the record date, May 6, 2015:

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Overview

        Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally imposes a limit on the Company's federal income tax deduction for compensation paid to our Chief Executive Officer and to each of our other three most highly compensated executive officers (other than the CFO) as determined on the last day of a tax year to the extent that the compensation paid to such officer exceeds $1,000,000 in any one year. That deduction limit does not apply, however, to performance-based compensation that satisfies the requirements of Section 162(m).

        The requirements of Section 162(m) for performance-based compensation include shareholder approval of the material terms of the performance goals under which the compensation is to be paid. The material terms include (1) the employees eligible to receive compensation upon attainment of a goal, (2) the business criteria on which the goals may be based, and (3) the maximum amount payable to an employee upon attainment of a goal. The regulations under Section 162(m) provide that if any of the material terms of the performance goals are changed, including the maximum amount payable to an employee upon attainment of a goal, then all the material terms of the performance goal must be disclosed again to, and reapproved by, the Company's shareholders.

        The 2004 Plan was initially adopted by the Board of Directors and approved by our shareholders in 2004, and the amendment and restatement of the 2004 Plan was adopted by the Board of Directors and approved by our shareholders in 2008. An amendment to increase the number of authorized shares was approved by the Board of Directors and the shareholders in 2011. The Board of Directors approved an amendment to the 2004 Plan in 2012 to limit the use of share recycling under the 2004 Plan and to clarify the provisions prohibiting cash buy-outs by the Company of awards of stock options or stock appreciation rights granted under the 2004 Plan. Finally, the 2004 Plan was amended again by the Board of Directors in 2013 to extend the term of the 2004 Plan until 2024, which amendment was approved by shareholders at our 2013 Annual Meeting.

        On May 1, 2015, the Board approved, subject to shareholder approval, certain changes to the maximum amount payable to an employee upon attainment of a Section 162(m) performance goal under the 2004 Plan. As a result, it is necessary for the Company to obtain shareholder reapproval of the performance goals for options, SARs, performance stock awards and performance unit awards to ensure that such awards granted in the future under the 2004 Plan will continue to qualify as performance-based compensation that is exempt from the $1,000,000 deduction limitation under Section 162(m) described above.

        Please see "Proposal to Amend the Company's 2004 Long-Term Incentive Plan" set forth above in this proxy statement for a summary description of the 2004 Plan, as amended, included on pages 18 through 30 of this proxy statement. Because this is a summary, it may not contain all of the information that is important to you. A full and complete copy of the 2004 Plan, as amended, is attached as Appendix A to this proxy statement and you are encouraged to read it carefully.

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Employees Eligible To Receive Performance Awards

        Performance-based compensation awards granted to employees under the 2004 Plan are administered by the Compensation Committee of our Board of Directors. The members of the Compensation Committee must qualify as "outside directors" under Section 162(m) in order for awards under the 2004 Plan to qualify as deductible performance-based compensation under Section 162(m). Subject to the terms of the 2004 Plan, the Compensation Committee has the sole discretion to determine the key employees who shall be granted awards, and the amounts, terms and conditions of each award. The Board of Directors confirms that the members of the Compensation Committee meet these criteria.

        In selecting participants for the 2004 Plan, the Compensation Committee chooses our key employees who have substantial responsibility for the direction, management and growth of the Company and its subsidiaries. The actual number of employees who will receive awards under the 2004 Plan cannot be determined because eligibility for participation is in the discretion of the Compensation Committee. However, there are currently approximately 300 key employees (including our executive officers) of the Company who are eligible to participate in the 2004 Plan and although participation in future years will be at the discretion of the Compensation Committee, we currently expect that a similar number of employees will be eligible to participate each year.

Business Criteria On Which Performance Goals May Be Based

        Under the 2004 Plan, the price at which shares of our Common Stock may be purchased under an option shall be determined by the Plan Committee, but such price may not be less than 100% of the fair market value of the shares on the date the option is granted. Likewise, the grant price of a SAR granted under the 2004 Plan is determined by the Plan Committee, but such price may not be less than 100% of the fair market value of one share of our Common Stock on the date of grant of the SAR. As a result, the performance goal for options and SARs granted under the 2004 Plan is based on the increase in the value of our Common Stock after the date of grant of the award to the date the award is exercised by the employee.

        Under the 2004 Plan the amount of and the vesting and transferability restrictions applicable to any performance stock award or performance unit award shall be based upon the attainment of such performance goals as the Compensation Committee may determine for employees based on the terms of the 2004 Plan.

        A performance goal set by the Plan Committee must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met and may be based on one or more of the following business criteria set out in the 2004 Plan which were previously approved by the Company's shareholders for the grant of performance stock awards and performance unit awards under the 2004 Plan: earnings per share, earnings per share growth, total shareholder return, economic value added, cash return on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, shareholder value, net cash flow, operating income, earnings before interest and taxes, cash flow, cash flow from operations, cost reductions, cost ratios (per employee or per customer), proceeds from dispositions, project completion time and budget goals, net cash flow before financing activities, customer growth and total market value. Performance goals may also be based on performance relative to a peer group of companies. Unless otherwise stated, such a performance goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

        Performance goal criteria may be measured with respect to an employee, one or more business units of the Company, the Company as a whole, or any combination of the foregoing. The Compensation Committee may set performance periods and performance goals that differ from participant to participant.

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Maximum Amount Payable to an Employee upon Attainment of a Performance Goal

        Neither the Compensation Committee nor the Board of Directors may increase the amount of compensation payable under a performance stock award or performance unit award granted under the 2004 Plan. If the time at which any performance stock award or performance unit award will vest is accelerated, the number of shares of our Common Stock subject to, or the amount payable under, such award shall be reduced pursuant to Department of Treasury Regulation § 1.162-27(e)(2)(iii) to reasonably reflect the time value of money. No further grants of awards intended to be performance-based compensation awards will be made by the Compensation Committee unless the shareholder approval requirements of Department of Treasury Regulation § 1.162-27(e)(4) are satisfied for such awards.

        The Board of Directors has approved, subject to shareholder approval, the following changes to the performance-based compensation awards under the 2004 Plan:

•

the maximum number of shares of our Common Stock with respect to each of stock options and SARs which may be granted to an employee of the Company during a fiscal year will be increased in each case from 300,000 to 500,000 shares;



•

the maximum number of shares of our Common Stock with respect to which performance stock awards may be granted to an employee during the Company's fiscal year will be increased from 225,000 to 300,000 shares;



•

the maximum number of shares of our Common Stock with respect to which performance unit awards may be granted to an employee during the Company's fiscal year will be increased from 225,000 to 300,000 shares; and



•

the maximum aggregate amount with respect to which performance unit awards payable in cash may be awarded or credited to an employee during the Company's fiscal year will be increased from $3,000,000 to $5,000,000 in value.

        Given that payments under the 2004 Plan will be determined by comparing actual performance to the performance goals established by the Compensation Committee from time to time, it is not possible to conclusively state the amount of benefits that will be paid under the 2004 Plan for any performance period.

        The Compensation Committee or the Board may, at any time and from time to time, alter, amend, modify, suspend, or terminate the 2004 Plan and any award agreement in whole or in part. However, no termination, amendment, suspension, or modification of the 2004 Plan or an award agreement shall adversely affect in any material way any award previously granted under the 2004 Plan, without the written consent of the holder holding such award. No amendment of the 2004 Plan shall be made without shareholder approval if shareholder approval is required by applicable law or stock exchange rules.

        As discussed above, if our shareholders approve the material terms of the performance goals under which Section 162(m) performance-based compensation will be paid under the 2004 Plan then future grants of such awards should continue to qualify as performance-based compensation that is exempt from the $1,000,000 deduction limitation described above. Thus, our shareholders' approval of this proposal will help ensure that the Company can continue to deduct for federal income tax purposes all such compensation paid by the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR PERFORMANCE AWARDS UNDER THE COMPANY'S 2004 LONG-TERM INCENTIVE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE.

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

        See the discussion under "Board of Directors" for the business experience of Messrs. Edwab andMr. Ewert.

        Mary Beth Blake joined the Company in May 2008 as Chief Merchandising Officer of K&G Men's Company Inc., a wholly-owned subsidiary of the Company. In November 2008, Ms. Blake was named President of K&G. In February 2013, Ms. Blake was named Executive Vice President – Business Development of the Company and, in April 2013, her title was changed to Executive Vice President and Chief Merchandising Officer. In September 2014, Ms. Blake was named President and Chief Merchandising Officer of the Company.

        James R. Bragg II joined the Company in June 1991. In October 2005, Mr. Bragg was named Vice President – Distribution. In April 2007, Mr. Bragg was named Senior Vice President – Tuxedo Distribution and, in March 2011, Mr. Bragg was named Executive Vice President – Distribution.

        Charles Bresler 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. In March 2003, he was renamed Executive Vice President – Stores, Marketing and Human Development. In January 2005, he was named President of the Company. On January 26, 2008, he was named Executive Vice President – Marketing and Human Resources. In March 2011, his title was changed to Executive Vice President.

Gary G. Ckodre joined the Company in 1992. 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. In March 2003, he was named Senior Vice President – Finance. In March 2004, he was named Senior Vice President – Chief Compliance Officer. On April 1, 2008, he was named Executive Vice President – Distribution, Logistics, Tuxedo Operations and Chief Compliance Officer. In March 2011, his title was changed to Executive Vice President and Chief Compliance Officer.

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Kelly M. Dilts joined the Company in February 1998 as Assistant Controller. In March 2003, sheMs. Dilts was named Associate Vice President – Finance & Accounting and, in March 2007, she was named Vice President – Finance & Accounting. Effective as ofIn August 1, 2012, Ms. Dilts was named Senior Vice President – Chief Accounting Officer and Principal Accounting Officer of the Company.Company and, in June 2014, she was named Senior Vice President – Finance and Investor Relations.

        Jon W. Kimmins joined the Company in April 2013 as Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer. Mr. Kimmins served as the Executive Vice President – Finance and Operations of LF-USA, Inc., a division of Li & Fung Limited, a wholesaler of apparel, footwear and fashion accessories, since April 2008.

        Mark Neutze joined the Company in May 1995. In March 2004, Mr. Neutze was named Vice President – Stores. In April 2007, Mr. Neutze was named Senior Vice President – Stores. In March 2010, Mr. Neutze was named Executive Vice President – U.S. Store Operations and, in 2011, he was named Executive Vice President – Store Operations.

        Scott NorrisHyon C. Park joined the Company in November 1995. In March 2005, Mr. Norris was named2011 as Vice President – Information Technology and, General Merchandise Manager. In April 2006, Mr. Norrisin October 2011, he was named Senior Vice President and General Merchandise Manager.Chief Information Officer. In March 2011, Mr. Norris was named Executive Vice President – Merchandising.

William Silveira joined the Company in July 1997 as Director – Manufacturing. In March 2000, he was named Vice President – Manufacturing. In March 2001, he was named Senior Vice President – Manufacturing and, in March 2005,January 2015, he was named Executive Vice President – Manufacturing.and Chief Information Officer. Prior to joining the Company,

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Mr. Park was with The Gymboree Corporation, a children's specialty apparel retailer, since November 2002 serving as a Sr. Director, Information Technology.

A. Alexander Rhodes joined the Company in 2015 as Executive Vice President and General Counsel. Prior to joining the Company, Mr. Rhodes was with Chico's FAS, Inc., a women's specialty apparel retailer, since January 2003 most recently serving as its Executive Vice President-General Counsel and Corporate Secretary.

        Carole L. Souvenir joined the Company in April 1998 as Vice President – Employee Relations. In March 2002, she was named Senior Vice President – Employee Relations. In August 2006, she was promoted to Chief Legal Officer and Executive Vice President – Employee Relations.

        Diana M. WilsonMatthew Stringer joined the Company in 1999. In March 19992008, Mr. Stringer was named Vice President – Marketing and, in March 2011, was named Senior Vice President – Marketing. In September 2014, Mr. Stringer was promoted to Executive Vice President – Marketing.

Brian T. Vaclavik joined the Company in 2000 as Assistant Controller. In April 2005, Mr. Vaclavik was promoted to Corporate Controller and, in April 2006, he was named Associate Vice President and Corporate Controller. In March 2001, sheApril 2007, Mr. Vaclavik was namedpromoted to Vice President and Corporate Controller and, in March 2002, sheDecember 2012, he was named Vice President – Finance.Finance & Accounting. In March 2003, she was named Vice President – Principal Accounting Officer. In March 2005, she was namedJune 2014, Mr. Vaclavik became Senior Vice President, – Principal Accounting Officer. In April 2006, her title was changed to Senior Vice President – Chief Accounting Officer and Principal Accounting Officer. In June 2012, she was named Executive Vice President – Chief Accounting Officer and Principal Accounting Officer and, effective as of August 1, 2012, she was named Executive Vice President, Interim Chief Financial Officer, Treasurer and Principal Financial Officer of the Company. As of April 4, 2013, Ms. Wilson's title changed to Executive Vice President – Finance & Accounting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

*

Less than 1.0%

(1)

Based on a Schedule 13D, as amended, filed on February 25, 2014, Eminence Capital, LLC has shared voting and dispositive power with respect to all of these shares. Eminence GP, LLC has shared voting and dispositive power with respect to 4,278,845 of these shares. As described in the Schedule 13D filed on November 7, 2013: (i) the shares are held for the account of various funds (the "Eminence Funds") as well as a separately managed account (the "SMA"); (ii) Eminence Capital serves as the investment manager to the Eminence Funds and the investment adviser to the SMA and, therefore, Eminence Capital may be deemed to have shared voting and

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dispositive power over the shares held for the accounts of the Eminence Funds and the SMA; (iii) Eminence GP serves as general partner or manager of the partnerships and the master funds and may be deemed to have shared voting and dispositive power over these shares held for the accounts of such partnerships and master funds; and (iv) Ricky C. Sandler is the Chief Executive Officer of Eminence Capital and the Managing Member of Eminence GP and may be deemed to have shared voting and dispositive power with respect to the shares of our Common Stock directly owned by the Eminence Funds and the SMA, as applicable.

(2)

Based on a Schedule 13G filed on January 30, 2014, Black Rock, Inc. has sole voting power with respect to 3,965,953 of these shares and sole dispositive power with respect to all of these shares.

(3)

Based on a Schedule 13D filed on February 28, 2014, Mason Capital Management LLC, in its capacity as investment manager for certain investment funds and a separately managed account, has sole voting and dispositive power with respect to all of these shares, provided that (i) 1,995,465 of these shares are directly owned by Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership ("Mason Capital Master Fund"), the general partner of which is Mason Management LLC ("Mason Management"); and (ii) 1,042,666 of these shares are directly owned by Mason Capital L.P., a Delaware limited partnership ("Mason Capital LP"), the general partner of which is Mason Management. Mason Capital Management is the investment manager of each of Mason Capital Master Fund and Mason Capital LP, and Mason Capital Management may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule by virtue of the authority granted to Mason Capital Management by Mason Capital Master Fund and Mason Capital LP to vote and exercise investment discretion over such shares. Kenneth M. Garschina and Michael E. Martino are managing principals of Mason Capital Management and the sole members of Mason Management and each may be deemed to have shared voting and dispositive power with respect to all of these shares.

(4)

Based on a Schedule 13G filed on February 11, 2014. The Vanguard Group ("Vanguard") has sole voting power with respect to 70,964 of these shares, shared dispositive power with respect to 67,164 of these shares and sole dispositive power with respect to the remainder of these shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 67,164 of these shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 3,800 of these shares as a result of its serving as investment manager of Australian investment offerings.

(5)

Includes 38,720 restricted shares, 2,605 shares held by Mr. Edwab in his Individual Retirement Account and 100 shares owned by Mr. Edwab's son.

(6)

Includes 177,568 shares that may be acquired within 60 days upon the exercise of stock options or the vesting of deferred stock units and 8,749 shares allocated to the account of Mr. Ewert under The Men's Wearhouse, Inc. 401(k) Savings Plan.

(7)

Includes 2,448 restricted shares and 6,000 shares that may be acquired within 60 days upon the exercise of stock options.

(8)

Includes 15,437 shares held by Michael Ray in his capacity as trustee for the Michael Ray and Sarah C. Ray 1998 Revocable Trust.

(9)

Includes 2,448 restricted shares.

(10)

Includes 2,448 restricted shares and 4,500 shares that may be acquired within 60 days upon the exercise of stock options.

(11)

Includes 2,448 restricted shares and 7,500 shares that may be acquired within 60 days upon the exercise of stock options.

(12)

Includes 2,448 restricted shares and 3,000 shares that may be acquired within 60 days upon the exercise of stock options.

(13)

Mr. Sechrest's shares (other than the 2,448 restricted shares and the 3,000 shares that may be acquired within 60 days upon the exercise of stock options described above) are held along with substantial other assets in a general brokerage account which provides for margin loans from time to time and is subject to outstanding margin loans currently.

(14)

Includes 2,448 restricted shares.

(15)

Includes 4,224 restricted shares.

(16)

Includes 3,927 restricted shares.

(17)

Includes 6,360 shares that may be acquired within 60 days upon the exercise of stock options.

(18)

Includes 10,000 shares that may be acquired within 60 days upon the exercise of stock options.

(19)

Includes 6,335 shares that may be acquired within 60 days upon the exercise of stock options and 429 shares allocated to the account of Mr. Norris under The Men's Wearhouse, Inc. 401(k) Savings Plan.

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(20)

Based on a Form 4 filed on April 4, 2013. Includes 1,630,395 shares and 68,259, respectively, held by George Zimmer in his capacity as trustee for The George Zimmer 1988 Living Trust and The Zimmer Children's 2010 Remainder Trust.

(21)

Includes 72,971 shares allocated to the account of Mr. Zimmer under The Men's Wearhouse, Inc. 401(k) Savings Plan.

(22)

Includes 51,312 shares held by Mr. Zimmer in his Individual Retirement Account and 900 shares owned by Mr. Zimmer's daughter.

(23)

Includes an aggregate of 292,356 shares that may be acquired within 60 days upon the exercise of stock options or the vesting of deferred stock units.

(24)

Includes 12,284 shares allocated to the accounts of certain of our executive officers under The Men's Wearhouse, Inc. 401(k) Savings Plan. The Men's Wearhouse, Inc. 401(k) Savings Plan provides that participants have voting and investment power over these shares.

(25)

Includes 100 shares held by family members of certain of our executive officers and directors.

(26)

Includes 4,033 shares held by certain of our executive officers in their Individual Retirement Accounts.

(27)

Includes an aggregate of 61,559 restricted shares.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis describes our executive compensation programs and practices for our fiscal year 2014 Named Executive Officers:

•

Douglas S. Ewert, our Chief Executive Officer;



•

Jon W. Kimmins, our Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer;



•

Mary Beth Blake, our President and Chief Merchandising Officer;



•

Mark Neutze, our Executive Vice President – Store Operations;



•

Carole L. Souvenir, our Executive Vice President – Employee Relations; and



•

David H. Edwab, our Vice Chairman of the Board.

        Effective October 1, 2014, Mr. Edwab retired as an executive officer and employee of the Company. Mr. Edwab continues to serve as non-executive Vice Chairman of the Board. Each of our Named Executive Officers who is currently employed by the Company is referred to as a "continuing Named Executive Officer."

Executive Summary

Significant Compensation Decisions During 2014

        On June 18, 2014, we acquired all of the outstanding common stock of Jos. A. Bank, a men's specialty retailer, for $65.00 per share in cash, or total consideration of approximately $1.8 billion. The acquisition was the culmination of our successful defense against an unsolicited proposal from Jos. A. Bank to acquire the Company. As a result, the Company experienced a major expansion in store count, inventory, suppliers, personnel, revenue and expense in connection with the transaction involving Jos. A. Bank, which came shortly after the Company's acquisition of the Joseph Abboud brand in 2013. The Jos. A. Bank transaction required significant time, energy and focus by our Board of Directors and management team to complete and continues to require management's attention as we integrate these two businesses. Transactions of this size and complexity require a great deal of effort to fully realize the synergistic benefits and we are already seeing positive results from these efforts.

        In light of the significant changes the Company experienced in fiscal 2014, the Compensation Committee, with the assistance of Pay Governance, a prominent consulting firm specializing in advisory services related to executive and director compensation, undertook a comprehensive review of the Company's compensation practices following the completion of the Jos. A. Bank acquisition. As a result of this review, and taking into consideration the input from the Company's Chief Executive Officer and Pay Governance, in September 2014, the Compensation Committee determined that it was in the best interest of the Company to increase certain executive officers' base salaries and to revise and adjust various aspects of the Company's compensation practices pertaining to both our annual cash incentive plan and equity-based long term incentive awards. Under the new compensation program, senior executive officers, including each of our continuing Named Executive Officers other than Mr. Ewert, will receive equity awards in the following ratio: 40% performance units, 30% stock options and 30% time-vested DSUs, and Mr. Ewert will receive equity awards as follows: 50% performance units, 30% stock options and 20% time-vested DSUs. The annual cash incentive plan for 2015 will be established as a percentage of base salary and allow for payout based 80% on financial metric objectives based

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primarily on net consolidated earnings before interest and taxes ("EBIT") and 20% on personal performance objectives. These changes are designed and intended to reflect the substantially increased demands upon and responsibilities of our executives and the material impact the Jos. A. Bank acquisition will have on the size of the Company's operations and the Company's overall financial performance for the current and successive fiscal years. The Compensation Committee believes it is imperative to retain and incent our management team in order to successfully integrate the Jos . A. Bank operations with the Company. See "Elements of Compensation – Performance Based Annual Cash Bonuses" for a discussion pertaining to annual non-equity incentive awards and "Equity Awards – Stock Options" and "Equity Awards – Deferred Stock Units" below for a discussion of the criteria applied to performance-based and time-based long term equity incentive awards.

        As customary, in April 2014, the Compensation Committee made its awards of stock options and time and performance based equity grants to Company executives and employees. In addition, as part of the implementation of the updated compensation program recommended by Pay Governance, the Compensation Committee determined that it was in the best interests of the Company to issue equity awards to certain senior executive officers, including our continuing Named Executive Officers, under the new program in September 2014 instead of during our regular annual grant process in 2015. The Compensation Committee believed it important to recognize the extraordinary efforts of Mr. Ewert and other senior executive officers, including our continuing Named Executive Officers, at that time and provide a strong incentive for them to remain with the Company during the integration of the Jos. A. Bank operations and achieve superior results in connection therewith. The awards in September were intended to be an accelerated issuance of the awards that customarily would be made during fiscal 2015. As a result of this accelerated issuance of equity awards and a special one-time cash bonus paid in June 2014 in recognition of the outstanding efforts by senior management in connection with the successful conclusion of the Jos. A. Bank transaction, total reported compensation for Mr. Ewert and the other continuing Named Executive Officers will appear to be significantly higher than the amounts reported in prior fiscal years.However, our continuing Named Executive Officers' reported pay in next year's proxy statement attributable to equity awards will be significantly lower than the amounts reported in this proxy statement since they will not receive equity grants as part of our annual grant process during fiscal 2015.

Overview of Fiscal 20132014 Financial Performance

        As described in Management's Discussion and Analysis inA summary of our Annual Report on Form 10-K for the fiscal year ended February 1, 2014, the fiscal year proved to be a difficult year financially for the Company and its stakeholders. At the same time, the Company experienced many events throughout fiscal 2013 which required significant focus by management. Highlights of ourfinancial performance for fiscal 2013, a 52-week fiscal year,2014, which includes the results of Jos. A. Bank from June 18, 2014, compared to fiscal 2012, a 53-week fiscal year, are2013 is presented below:

•

revenues decreasedincreased by 0.6%31.5%, or $779.3 million, to $2.473 billion$3,252.5 million for the year;



•

gross margin decreasedincreased by 1.7%$269.6 million, or 24.8%, to $1.089 billion;$1,358.6 million;



•

selling, general and administrative ("SG&A") expenses, excluding advertising expense, increased by $268.3 million or 31.6% to $1,117.1 million;



•

net earningsloss attributable to common shareholders decreased 36.4% to $83.8totaled $0.4 million;



•

diluted earningsloss per share attributable to common shareholders decreased by 33.3% to $1.70was $0.01 per share (an $0.85 decrease, $0.52compared to diluted earnings per share of which resulted from one-time costs related to the JA Holding, Inc. acquisition and integration, costs related to various strategic projects, separation costs associated with former executives, non-cash impairment of K&G goodwill, K&G ecommerce closure costs and a New York store related closure costs, partially offset by a gain from the sale of an office building$1.70 in Fremont, CA);2013;



•

we repurchased 4,147,983 sharesresults for fiscal 2014 include approximately $179.1 million of our Common Stock at a cost of $152.1 million;acquisition and integration costs primarily related to Jos. A. Bank, non-operating items, purchase accounting adjustments and costs related to an arbitration award related to the Joseph Abboud acquisition; and



•

our Board of Directors declared an aggregate of $0.72 per share in dividends to shareholders;shareholders.

        Despite the successful acquisition and

        In addition, on August 6, 2013, we acquired JA Holding, Inc., the parent company of the American clothing brand Joseph Abboud® and its U.S. tailored clothing factory located in New Bedford, Massachusetts, that manufactures quality tailored clothing including designer suits, tuxedos, sport coats and slacks which we sell in our Men's Wearhouse stores. We believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices.

        Also, during the second half of fiscal 2013, we successfully defended the Company against an unsolicited proposal from Jos. A. Bank Clothiers, Inc. to acquire the Company, which in turn culminated

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with us entering into an Agreement and Plan of Merger, by and among Men's Wearhouse, Jos. A. Bank, and Java Corp. ("Purchaser"), a direct wholly owned subsidiary of Men's Wearhouse2014. However, on March 11, 2014. Pursuant to the merger agreement and on the terms and subject to the conditions set forth therein, we amended our existing tender offer to acquire all of the issued and outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of approximately $1.8 billion. Following consummation of the tender offer, Purchaser will merge with and into Jos. A. Bank and Jos. A. Bank will become our wholly owned subsidiary. We believe that Jos. A. Bank's strong brand and complementary business model will broaden our customer reach. The transaction, which is expected to close by the third quarter of 2014, is subject to various conditions, including, among others, there being validly tendered and not validly withdrawn prior to the expiration of the tender offer that number of shares (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, when added to the shares already owned by the Company and its subsidiaries (without duplication), represents at least a majority of the total number of outstanding shares on a fully diluted basis, any waiting period (and any extension thereof) applicable to the consummation of the tender offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, and other customary closing conditions, each as set forth in the Merger Agreement. On March 12, 2014,2015, after announcement of the Jos. A Bank merger agreement and our year end results, the closing price of our Common Stock was $55.69.$52.26.

        The total compensation received by Mr. Ewert, our President and Chief Executive Officer, in fiscal 20132014 as reported in the Summary Compensation Table was $3,622,131$9,672,031 as compared to total compensation of $2,094,570$3,622,131 in fiscal 2012,2013, an increase of 73.0%. Approximately two-thirds of the increase in his reported income was associated with new performance-based deferred stock units, or DSUs, which were granted in fiscal 2013, the first trancheapproximately $6.0 million, of which has not vested asapproximately $4.2 million resulted from the performance criteria for fiscal 2013 were not met (see "Significantequity grants awarded to him in September 2014 in lieu of those that would have been issued in April 2015 (as further discussed in this Compensation Decisions for 2013 – Performance-Based Deferred Stock Units"Discussion and Analysis). As described in "Chief Executive Officer Reported Pay vs. Realized Value" below, for a discussion of potential eligibility for future vesting). Overover the same period, Mr. Ewert's realized pay decreased 19.3%increased 92% from $3,965,782 in fiscal 2012 to $3,199,874$3,199,875 in fiscal 2013 as further describedto $6,132,902 in "CEO Reported Pay vs. Realized Value" below.

Significant Compensation Decisions for 2013

Performance-Based Deferred Stock Units

        During fiscal 2013, the Compensation Committee added performance-based DSUs to the mix of long-term incentives granted to our executives where the number of shares earned is based on achievement of performance requirements tied to growth in consolidated earnings before interest2014, and taxes ("EBIT")his realized pay as a percentage of salesreported pay decreased from 88.3% in 2013 to 63.4% in fiscal 2014, a decrease of 28%.

Overview of Compensation Philosophy

        Our executive compensation philosophy is focused on pay for performance and is designed to reflect appropriate governance practices aligned with the needs of our business and the interests of our shareholders, which has dramatically changed over the vesting period. We believe the additionlast fiscal year and is constantly evolving. Below is a brief summary of performance-based DSUs to the mixcompensation practices we have adopted, and a list of long-term incentives appropriately reflects our compensation philosophy by establishing a clear connection between the compensation of our executives, including our Named Executive Officers, and the achievement of performance goalsproblematic pay practices that are important for our long-term value creation. The grants generally vest over three years provided that the performance requirements are achieved for each of those years. The EBIT targets for such grants were based on the fiscal 2012 consolidated EBIT equal to 8.0% of sales increased by targeted growth of 7% as a percentage of sales in each of the three succeeding years. For fiscal 2013, the target was consolidated EBIT of 8.6% of consolidated sales, which was not met and, therefore, no performance-based DSUs vested with respect to the first tranche of performance-based DSUs. The award agreements provide that if the EBIT percentage target is not achieved in the first or second year of the three year vesting period, then the shortfall can be made up by the end of the three years by achieving EBIT dollars in excess of those necessary to achieve the EBIT percentage target for the second or third year in an amount that, when added to the EBIT for the year with the shortfall, would be sufficient to increase the EBIT percentage for that shortfall year to the EBIT percentage target for that year. If that is achieved, then the portion of the DSUs that did not vest in year one or two because of the shortfall would then vest when the shortfall is made up in year two or three.we avoid.

WHAT WE DO

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CEOWHAT WE DON'T DO

Chief Executive Officer Compensation

        The Compensation Committee continues to focus on putting in place competitive compensation for the Company's executive officers, and, as a result, works from time to time with Towers Watson & Co., a nationally recognized compensation consulting firm,consultants to advise it with respect to competitive compensation arrangements. Upon consummation of the Jos. A. Bank transaction, and in recognition of the significantly increased responsibilities Mr. Ewert and other Company executives would assume as a result thereof, the Compensation Committee reviewed again its approach to its compensation practices and engaged the services of Pay Governance, who undertook a new review of our executive compensation policies and practices. As a result, the Compensation Committee determined to modify its approach to Mr. Ewert's overall compensation. The Compensation Committee determined that a greater proportion of Mr. Ewert's overall compensation package should be in the form of performance-based equity incentive awards in order to provide a strong incentive to Mr. Ewert to remain with the Company, and to more strongly emphasize the Compensation Committee's desire to reward superior performance while at the same time, reflect the competitive market for executive managerial talent such as Mr. Ewert. In late fiscal 2012,Towers Watsonits analysis, Pay Governance provided the Compensation Committee with data with respect to fifteen other retail apparel retailcompanies, similar in size to projected revenues and market capitalization of the newly combined Company. The companies selected by Towers Watson (AbercrombiePay Governance included: Abercrombie & Fitch Co.;, Aeropostale, Inc.;, American Eagle Outfitters, Inc.;, ANN INC.;, Ascena Retail Group, Inc.;, Brown Shoe Company, Inc., Chico's FAS, Inc.;, DSW Inc.;, Express, Inc.;, Foot Locker, Inc., Genesco Inc.;, Guess?, Inc.; Jos. A Bank Clothiers, Inc.; The Buckle Inc.; The Cato Corporation;, The Children's Place Retail Stores, Inc.;, and The Finish Line, Inc.). While the Compensation Committee considered this data in addition to other information when determining what would be appropriate compensation for a chief executive officer of the Company, it did not target Mr. Ewert's compensation to any specific benchmark against athe peer group. As a result, in February 2013,group or any particular member or sub-set of the Compensation Committee made adjustments to Mr. Ewert's compensation in order to reflect the competitive market for talent such as Mr. Ewert.peer group.

        For 2013,2014, Mr. Ewert received a base salary of $1,250,000, a maximum potentialan annual bonus payout under our non-equity incentive bonus program of up$1,718,750, option awards having a fair market value on the date of grant of $2,051,278, and deferred stock units (or DSUs) subject to $1,250,000 (with no guaranteed bonus), and DSU grantssolely time-based vesting having a fair market value at grant equal to $2,000,000,$4,135,552, and DSUs subject to performance-based vesting having a fair market value at grant equal to $2,585,537. The primary factor in the significant increase between the fiscal 2013 and fiscal 2014 reported Chief Executive Officer compensation is the fact that in June 2014, the Compensation Committee issued a special one-time cash bonus to Mr. Ewert and other executives in recognition of their outstanding performance in connection with the Jos. A. Bank transaction and issued new stock options and performance-based and time-based DSUs in September 2014. The Compensation Committee also awarded non-equity incentive bonuses for 2014 to Mr. Ewert and the other Named Executive Officers equal to 138% of their respective target bonus amounts due to the

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superior financial performance of the Company as we exceeded our financial performance targets. The equity incentive awards made in September 2014 are intended by the Compensation Committee to be in lieu of the equity incentive awards that would have been made during our fiscal 2015 annual grant process which typically occurs in April. As a result of this accelerated issuance of equity awards, the special one-time cash bonus and the significant non-equity incentive bonus, total compensation for Mr. Ewert and the other Named Executive Officers is significantly greater in fiscal 2014 than in fiscal 2013. We view these increases as a result of a change to our compensation practices attributed to the extraordinary changes in the Company, including the acquisition of Jos. A. Bank, which occurred during fiscal 2014.Since Mr. Ewert and each of our other continuing Named Executive Officers will vest over three years andnot receive equity awards as part of which $1,250,000 were performance-based (as described above).our annual grant process during fiscal 2015, it is anticipated that the reported pay in next year's proxy statement attributable to equity awards will be significantly lower than the amounts reported in this proxy statement.

2013 CEO2014 Chief Executive Officer Annual Compensation

        With respect to Mr. Ewert's 2014 annual compensation, 66% was designed to be "at-risk" pay (annual incentive bonus, non-qualified stock options and performance units), and 34% was intended as fixed pay (base salary, special bonus and time-based DSUs). For additional information regarding the individual components of his compensation, see "Elements of Compensation" below.

        In April 2015, the Company entered into an Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement with Mr. Ewert. See "Employment Agreements – Douglas S. Ewert" and "Potential Payments Upon Termination or Change in Control" below for a more detailed discussion of Mr. Ewert's new agreements.

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Chief Executive Officer Reported Pay vs. Realized Value

        It is important to note that the grant date fair value of the DSUs (both time and performance-based vesting) as set forth in our Summary Compensation Table on page 3252 is for accounting and SEC disclosure purposes and is not realized pay for the indicated years. The table below shows the pay for DougMr. Ewert realized for the past three years in contrast to the reported pay presented in the Summary Compensation Table. The difference between reported pay and realized pay reinforces the concept that a significant portion of hisMr. Ewert's compensation is at risk of forfeiture and dependent on the performance of the Company.

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20132014 Advisory Vote on Executive Compensation

        At our 20132014 annual meeting of shareholders, in response to the advisory vote to approve executive compensation, more than 97%96% of the votes cast were in favor of our Named Executive Officer (as defined on page 32)named executive officer compensation as disclosed in this proxy statement and, as a result, the Named Executive Officernamed executive officer compensation was approved. We value this positive endorsement by our shareholders of our executive compensation policies and believe that it evidences our shareholders' strong support for our Named Executive Officer'snamed executive officer's compensation arrangements as well as our general executive compensation philosophies.

        Compensation arrangements for each fiscal year are generally considered by the Compensation Committee over a 90-day period following our fiscal year end and implemented immediately thereafter. Therefore, the Compensation Committee had not yet received the results of the 20132014 advisory vote by shareholders when determining the executive compensation for 20132014 set out in this proxy statement. However, the Board of Directors and the Compensation Committee will consider shareholder feedback in making compensation determinations for fiscal years which occur after the receipt of such feedback; for example, the Compensation Committee considered the results of the 2012 advisory vote on executive compensation received in June 2012 when it considered the executive compensation for 2013 set out in this proxy statement and it then considered the results of the 2013 advisory vote on executive compensation received in September 2013 when it considered the executive compensation for 2014, and it then considered the results of the 2014 advisory vote on executive compensation received in June 2014 when it considered executive compensation for fiscal 2014.2015. The Compensation Committee continues to believe that our programs are effectively designed, instrumental to achieving our business strategy, consistent with our corporate culture, and aligned with the interests of our shareholders.

        In addition, consistent with the preference expressed by our shareholders at the 2011 annual meeting of shareholders, our Board of Directors has decided that we will include a vote to approve, on an advisory basis, the compensation of our named executive officer compensationofficers in our proxy materials every year until

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the next required advisory vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our annual meeting of shareholders to be held in 2017.

        Our Board of Directors and our Compensation Committee value the opinions of our shareholders and, to the extent that there is any significant vote against the compensation of our Named Executive Officers as disclosed in this proxy statement, we will consider our shareholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Our Board of Directors unanimously recommends that you vote "FOR""FOR" the approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement. For more information, see "Approval, On Anon an Advisory Basis, of the Compensation of the Company's Named Executive Officer Compensation"Officers" on page 5478 of this proxy statement.

Our Compensation Philosophy

What Our Compensation is Designed to Reward

        Our compensation program is designed to reward teamwork and each individual's contribution to the Company as well as to produce positive long-term results for our shareholders and employees by aligning compensation with the Company's business strategies and the creation of long-term shareholder value. Accordingly, a significant portion of each executive's compensation is performance-based.

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Objectives of Compensation Program

        The primary objectiveobjectives of our compensation program, including our executive compensation program, isare to retain and motivate qualified employees who are enthusiastic about and committed to our culture and mission. In doing so, we design competitive total compensation and rewards programs to enhance our ability to attract and retain knowledgeable and experienced executives who appreciate and are committed to our Company culture. Promotion from within is a key principle at the Company and a majority of our executive officers have reached their current career positions through an average career development tenure in excess of 15 years with us. The same generalDifferences in compensation philosophy is applied to all levels ofamong our exempt employees including executive officers. Any differences are generally due to performance, position, seniority, or local requirements. In line with this philosophy, executive officers generally receive minimal perquisites.

        Each executive's current and prior compensation is considered in setting future compensation and consideration is given to the vesting and value of previously granted equity awards. As a result, the composition of our Named Executive Officernamed executive officer group often varies from year to year based upon the equity awards granted in any given year. In addition, the Chief Executive Officer focuses on relative compensation throughout the organization.

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Elements of Compensation

        The following table describes the primary elements of our executive compensation program:

Base Salaries

        LevelThe level of responsibility and experience, Company performance, competitive market conditions, retention concerns and individual performance are all factored into the determination of an employee's base salary. In addition, when making base salary recommendations, the Chief Executive Officer considers his base

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salary level and the level of all other executives' base salaries relative to compensation throughout the organization. In September 2014, we adjusted the base salaries of certain executives primarily due to the increased duties and responsibilities assumed in connection with the Jos. A. Bank transaction. We believe that the adjustments made bring the base salaries of these executives to more closely reflect current market rates for equivalent talent and expertise. The following table sets forth the base salary for each of our continuing Named Executive Officers in effect on the last day of each of the following fiscal years:

Name		2013 Base Salary ($)			2014 Base Salary ($)
Douglas S. Ewert			1,250,000			1,250,000
Jon W. Kimmins			450,000			550,000
Mary Beth Blake			540,000			600,000
Mark Neutze			309,000			400,000
Carole L. Souvenir			330,000			400,000

Performance-Based Annual Cash Bonuses

        To align executive pay with our annualCompany financial performance, our executives are eligible to receive annual cash bonuses pursuant to aour non-equity annual incentive bonus program. Each year, our executives are eligible for a maximum cash bonus payout. For 2013, the program criteria were modified from prior years and were based on: (i) the Company achieving certain diluted earnings per share goals and (ii) the executive officer achieving personal non-financial performance objectives. The first criterion is quantitative, while the second criterion is subjective. Each criterion carries equal weight and accounts for one half of the possible payout. Three thresholds exist which allow for the payout of 25%, 50% or 100% of the half of the bonus attributable to the financial criterion, with allowance for a pro rata payout for performance between such targets. The maximum annual

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bonus payout possible for a Named Executive Officer under our non-equity performance program varies by individual, with a highest possiblethe maximum payout of $1,250,000(subject to adjustment as described below) established at $1,718,750 for fiscal 2013.2014. The qualitative assessmenttarget bonus and bonus received, in actual dollars and as a percentage of each Named Executive Officer's individual performance is made bybase salary at the Compensation Committee and is based primarily on the views and recommendationstime of the Chief Executive Officer in the casegrant, for each of the Named Executive Officers other than himself. The Compensation Committee may at its discretion determine the appropriate percentage (ranging from 0% to the full 100%) to be paid out with respect to the half of the bonus attributable to the personal performance objectives.

        Threshold levels for the financial metric were based on diluted earnings per share targets the Chief Executive Officer recommended and the Compensation Committee approved at the beginning of thein fiscal year. For fiscal 2013, the diluted earnings per share targets were 25% = $2.60, 50% = $2.70 and 100% = $2.80, excluding the effects of extraordinary, unusual or non-recurring items. The Compensation Committee reviews and approves the financial threshold targets and believes that these financial targets reflect performance that will lead to long-term preservation of shareholder value in an economic downturn and increased value during economic upturns and do not encourage our executive officers to take unnecessary and excessive risks.2014 are set forth below:

Name		Target Bonus ($)			Target Bonus (% of Base Salary)			Actual Bonus Received ($)			Bonus Received (% of Base Salary)
Douglas S. Ewert			1,250,000			100			1,718,750			138
Jon W. Kimmins			450,000			100			618,750			138
Mary Beth Blake			300,000			55			412,500			76
Mark Neutze			200,000			50			275,000			89
Carole L. Souvenir			150,000			45			206,250			63
David H. Edwab			420,000			100			577,500			138

        Due to the decreaseJos. A. Bank acquisition and the difficulty in our dilutedfairly evaluating the financial performance of the Company when combining the results of the two organizations mid-year, in addition to the accounting and other financial adjustments that would occur as a result of the combination, in April 2014, the Compensation Committee established a financial performance metric for the April 2014 awards based on growth in EBIT, or earnings per sharebefore interest and taxes for the Company, exclusive of Jos. A. Bank. The Compensation Committee believed that this metric, which is based on ongoing operating results from the traditional businesses of the Company, more accurately and fairly gauged the growth and financial performance of the Company rather than developing a performance metric that included a partial and then unknown period of operations of Jos. A. Bank. As a result, the Compensation Committee set a 12% increase in EBIT from fiscal 2013 to 2014, exclusive of the impact of the Jos. A. Bank transaction and operations on the performance metric target for fiscal 2013, no bonus was paid with respect2014.

        The Compensation Committee determined that for the April 2014 non-equity incentive awards, (i) 75% of an individual's maximum amount would be tied to the financial portion ofspecified EBIT target (the "2014 Performance Target") based on the bonus. Becausefollowing schedule: (A) 50% of the performance bonus would be paid if the Company achieved 70% of management under extraordinary circumstancesthe 2014 Performance Target (equating to an 8.4% increase in 2013 (as noted above under "Executive Summary – Fiscal 2013 Financial Performance")EBIT); (B) 100% of the bonus would be paid if the 2014 Performance Target was met; and because(C) up to 150% of the failurebonus amount would be paid if the Company exceeded the 2014 Performance Target by 130% or greater (equating to meetan EBIT of 15.6% or higher). The Compensation Committee also concluded that there would be no performance-based payout if the financial target wasCompany failed to achieve at least 70% of the result2014 Performance Target (or a minimum of 8.4% EBIT) and that there would be a difficult fourth quarterpro-rated payout if the Company achieved between 70% and not, in150% of the belief2014 Performance Target (or EBIT between 8.4% and 15.6%). The remaining 25% of the maximum annual cash bonus would be left to the discretion of the Compensation Committee, with the underperformance by management, in general, bonuses equal to two-thirdsinput of the maximum bonusour Chief Executive Officer, and would be based on the non-financial metric were paid (one-thirdCompensation Committee's determination of the total maximumexecutive's achievement of personal performance goals. The Compensation Committee believed that the requirement to achieve a financial target with respect to obtaining 75% of the incentive bonus opportunity)opportunity embodied an emphasis on pay for performance.

        Because the Company achieved EBIT that was 130% or greater than the EBIT target, 150% of the bonus attributed to the specified EBIT target was paid. In addition, the Compensation Committee awarded the full 25% discretionary cash bonuses under the non-equity incentive program to the Named Executive Officers and certain other executives in recognition of their individual contributionscontributions.

        The average target annual cash bonus compensation, as a percentage of base salary, for all executive officers who were eligible to participate in the Company's results. In addition, due toprogram at the contractual minimum bonus to be paid to Mr. Kimmins for 2013, his total bonusend of fiscal 2014 was 64% and the actual payout was $225,000. 86% for all executive officers who were eligible to participate in the program at the end of fiscal 2014, including the Named Executive Officers. For comparison purposes, for fiscal 2013, the

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maximum average annual cash bonus compensation, as a percentage of base salary, for all executive officers who were eligible to participate in the program at the end of fiscal 2013 was 68% and the actual payout was 23% for all executive officers who were eligible to participate in the program at the end of fiscal 2013, including the Named Executive Officers. For comparison purposes,

        In addition, shortly after the closing of the Jos. A. Bank transaction, the Compensation Committee again reviewed the compensation arrangements for fiscal 2012, the maximum average annualCompany's senior executives. In June 2014, the Compensation Committee determined that, in recognition of the outstanding efforts by senior management in connection with the successful conclusion of the Jos. A. Bank transaction, a special one-time cash bonus compensation, as a percentagewould be paid to the Company's senior executives. The special one-time cash bonus was in addition to, and separate and apart from, the non-equity incentive bonus and financial performance metrics adopted in April 2014 and described above. For information regarding the amounts of base salary, was 49% for all executive officers, including the Named Executive Officers, and the actual payout was 23% for all executive officers who participated in the program, including the Named Executive Officers.these special one-time cash bonus awards, see "Summary Compensation Table" below.

Equity Awards

        We generally grant stock options and DSUs or a combination thereof, to our executive officers.

The Men's Wearhouse, Inc.officers as a means to retain their services over a period of time and to align their interests with shareholders by incentivizing them to drive the Company's stock price higher by achieving excellent financial results. For information regarding specific grants to the Named Executive Officers during fiscal 2014, Proxy Statement        

Tablesee "Grants of ContentsPlan-Based Awards Table" below.

Stock Options

        In April 2013, Mr. Kimmins was awarded a grant of 19,080 nonqualified stock options.

        Nonqualified stock options provide executives with the opportunity to purchase our Common Stock at a price fixed on the grant date regardless of future market prices. Since a stock option becomes valuable only if the holder of the option remains employed during the period required for the option to "vest," stock options provide an incentive for an option holder to remain employed by us. In addition, since a stock option becomes valuable to the holder only if the market price of our Common Stock price increases above exercise price (which is the market price on the date of grant), stock options link a portion of the employee's compensation to shareholders' interests by providing an incentive to make decisions designed to achieve long-term business goals and objectives and thereby maximize the market price of our stock. In fiscal 2014, the Company issued a total of 190,641 stock options to our Named Executive Officers.

Time-Based Deferred Stock Units

        In April 2013, awards of 22,665, 30,221, 6,497, 20,000, 4,533, 15,110 and 12,088 time-vesting DSUs were granted to Doug Ewert, Jon Kimmins, Diana Wilson, David Edwab, Scott Norris, George Zimmer and James Zimmer, respectively. Also, in April 2013, awards of 37,776, 20,000, 7,555, 2,720 and 15,110 performance-based DSUs were granted to Doug Ewert, David Edwab, Mary Beth Blake, Scott Norris and George Zimmer, respectively. The DSUs granted to George Zimmer were subsequently cancelled in June 2013 upon the termination of his employment with the Company.

        DSUs are intended to retain executives through vesting periods.        A DSU is a commitment by us to issue a share of our Common Stock for each DSU at the time the restrictions in the award agreement lapse. Our award agreements historically have provided for dividend equivalents to be paid on the DSUs if and to the extent paid to our shareholders. However, beginning withFor all DSU awards made on or after April 3, 2013, dividend equivalents will be credited to a DSU when dividends are paid to our shareholders, but will not be paid out unless and until the underlying DSU award is earned. Awards made before April 3, 2013 provide for dividend equivalents to be paid on the DSUs if and to the extent paid to our shareholders. DSUs are generally forfeited upon termination of employment with us if the restrictions outlined in the awards are not met. Vested shares are fully owned. The Compensation Committee has adopted a policy that time-based DSUs granted to Named Executive Officers after April 2012 may not vest more quickly than on a pro-rata basis over three years except in unusual circumstances suchas determined by the Compensation Committee (such as a person nearing retirement age.age). In fiscal 2014, the Company issued 49,433 time-based DSUs to our Named Executive Officers.

Performance-Based Deferred Stock Units or Performance Units

        TheA performance-based DSU, awards directly tieor performance unit, is an agreement by the Company to issue a stated number of shares of our Common Stock to the recipient in each of year of the vesting period, typically three years, only if the Company meets or exceeds certain pre-determined financial performance criteria.

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As with time-vested DSUs, for all performance-based DSU or performance units awards made on or after April 3, 2013, dividend equivalents will be credited when dividends are paid to our shareholders, but will not be paid out unless and until the underlying award is earned. During fiscal 2013, the Compensation Committee introduced performance-based DSUs to the Company'smix of long-term incentives granted to our executives where the number of shares earned is based on achievement of financial performance (basedtargets tied to growth in consolidated earnings before interest and taxes (or EBIT) as a percentage of sales over the vesting period. We believe performance-based DSUs reflect our compensation philosophy by establishing a clear connection between the compensation of our executives, including our Named Executive Officers, and the achievement of performance goals that are important for long-term shareholder value creation. Performance-based DSUs provide an incentive to the recipient to work toward the financial success of the Company over the vesting period in order for the DSUs to vest, thereby aligning the financial interest of the recipient with that of the Company and driving increased shareholder value.

        One-third of the shares subject to the performance-based DSU grants made during fiscal 2013 are eligible to vest based on increases in the Company's consolidatedachievement of EBIT growth targets, stated as a percentage of the Company's consolidated sales) oversales during each of our 2013, 2014 and 2015 fiscal years. The EBIT growth target for the three-year vesting periodfirst tranche of such awards. Forthe award, relating to fiscal 2013, the target was consolidated EBIT of 8.6% of consolidated sales and, for the second tranche of the award, relating to fiscal 2014, the EBIT growth target was 9.2% of consolidated sales, neither of which was notwere met and, therefore, no performance-based DSUs granted in fiscal 2013 vested with respect to the first two tranches of performance-based DSUs. The EBIT growth target for the first tranche of the 2013 performance-based DSUs willDSU grants was based on the prior fiscal year results and the targets for the 2014 tranche increased the EBIT growth target by 7% over the prior year's target. The award agreements provide that if the EBIT percentage target is not vest unlessachieved in the first or second year of the three year vesting period, then the shortfall iscan be made up by the end of the three years by achieving EBIT dollars in excess of those necessary to achieve the EBIT percentage target for the second or third year in an amount that, when added to the EBIT for the first year with the shortfall, would be sufficient to increase the EBIT percentage for 2013that shortfall year to the EBIT percentage target.target for that year. If that is achieved, then the portion of the DSUs that did not vest in year one or two because of the shortfall would then vest when the shortfall is made up in year two or three.

        In April 2014, in response to the pending Jos. A. Bank transaction and the anticipated impact that transaction would have on the Company, and due to the difficulty in fully and fairly evaluating the Company's financial performance when the Jos. A. Bank acquisition would have a substantial and material effect on all aspects of the Company's operations and financial results, the Compensation Committee determined to retain EBIT growth targets with respect to the Company's traditional business, exclusive of the impact of the Jos. A. Bank transaction and operations, as a means of measuring the Company's financial performance for performance-based DSUs granted in fiscal 2014. The April 2014 award agreements provided that if EBIT for fiscal 2014, exclusive of the Jos. A. Bank transactions and operations and as further adjusted as permitted under the agreement, was equal to or greater than 110% of EBIT for fiscal 2013, then 100% of the shares covered by such award would vest In April 2015. The Compensation Committee determined that the target had been achieved, and the April 2014 awards vested in accordance with their terms on April 13, 2015.

        As previously discussed, as part of the changes to the compensation program following the Jos. A. Bank acquisition, the Compensation Committee issued additional equity awards to certain senior executive officers in September 2014 in lieu of the equity awards that would have been made during our fiscal year 2015 annual grant process. It was determined to grant these awards in September 2014 in lieu of April 2015 to ensure full alignment of the executive's long-term incentive opportunity with shareholders at a time closely following the closing of the acquisition and the establishment of financial goals associated with the integration of the two companies. Each of the performance units issued on September 12, 2014 represents the right to receive up to a maximum of 2.25 shares of Common Stock. The performance units will cliff-vest with respect to all shares covered thereby on April 13, 2018 if the

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specified adjusted earnings per share performance target for fiscal 2017 is achieved. Assuming the performance target is achieved, the number of performance units earned will be adjusted based on multipliers, ranging from 50% to 150%, related to each of (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative total shareholder return ("TSR") compared to the TSR of the apparel companies in S&P's Retail Select Index from the grant date to the last trading day of fiscal year 2017. In 2018, the Company will provide information regarding the relative achievement of the targets and the number of shares actually earned with respect to these performance units. In September 2014, the Company issued 57,480 performance units to our Named Executive Officers, which cover a potential maximum of 129,330 shares of our Common Stock.

Benefits

        We offer a variety of health and welfare and retirement programs to all eligible employees. Executives are generally eligible for the same benefit programs on the same basis as the rest of the broad-based employees. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical, wellness, pharmacy, dental, vision, life insurance, and accidental death and disability.

        We maintain a defined contribution planplans pursuant to the provisions of Section 401(k) of the Internal Revenue Code. The plan covers allplans cover our full-time employees who meet age and service requirements. The plan providesplans provide for pre-tax, elective employee contributions with a matching contribution from us.

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Perquisites

Life Insurance Agreement

        As discussed below in this proxy statement, we previously entered into an insurance agreement with George Zimmer pursuant to which we owned and paid the premiums on a $4,000,000 policy on Mr. Zimmer's life but he had the right to designate the beneficiaries of the proceeds of the policy, subject to our first being paid the greater of the total amount of the premiums we paid on this policy or the cash value of the policy. Following his termination, in June 2013, Mr. Zimmer was provided the opportunity to purchase the policy but chose not to do so; therefore, we have elected to keep such policy in effect, allowing the premiums to be paid from the existing cash surrender value, and in the event of Mr. Zimmer's death we will be entitled to receive the proceeds of the policy.

Airplane Use

        George Zimmer was provided with the benefit of using our aircraft for personal air transportation from time to time. In approving Mr. Zimmer's total compensation package, the Compensation Committee considered the benefit to Mr. Zimmer of his airplane use. The Company did not reimburse Mr. Zimmer for taxes he owed on imputed income resulting from use of the aircraft.

License Agreement

        Pursuant to the terms of a License Agreement between George Zimmer and the Company, we have the exclusive right to use George Zimmer's likeness, which is a registered trademark owned by him. The annual license fee was $10,000 while Mr. Zimmer was an employee of the Company; however, subsequent to Mr. Zimmer's termination, we are required to pay Mr. Zimmer $250,000 per year for four years for the continued license. Thereafter, we will have the option to continue the license on an annual basis for $250,000 per year. In February 2013, we paid $10,000 to Mr. Zimmer for the annual license fee while he was an officer and director of the Company; then, in December 2013, we paid Mr. Zimmer an additional $250,000 for the post-termination annual license fee.

Determination of Compensation

Administration

        The Compensation Committee is composed entirely of independent, non-management members of the Board of Directors. No Compensation Committee member participates in any of our employee compensation programs, other than our equity incentive plans, and, certain Compensation Committee members receive health insurance benefits through the Company. The Compensation Committee (i) reviews and approves annual compensation for officers whose annual base salary plus maximum payout under our annual non-equity cash incentive program is equal to or in excess of $500,000, (ii) reviews the compensation program for all other senior officers as presented to the Compensation Committee by the Chief Executive Officer, and (iii) reviews and approves the annual awards under equity incentive plans to all employees as recommended to the Compensation Committee by management. Recommendations for the executive officers, including the Named Executive Officers (other than himself), are made by the President and Chief Executive Officer.

Relative Size of Major Compensation Elements

        In setting Named Executive Officer compensation, the Compensation Committee considers the aggregate compensation payable to the executive and the form of the compensation. The Compensation Committee seeks to achieve an appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial and non-financial objectives. Except for Messrs. Ewert and Edwab, and for 2013 only Mr. Kimmins, whose equity awards are subject to minimum annual grants pursuant to the terms of their respective employment agreements, theThe number of shares

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granted under equity awards to each executive is made on a discretionary basis, rather than formulaically, by taking into consideration the executive's position, responsibilities, accomplishments, achievements and tenure with the Company. The Compensation Committee may decide, as appropriate, to modify the mix of base salary, annual awards, and long-term awards to best fit a Named Executive Officer's specific circumstances.

Timing of Compensation Decisions

        All elements of executive officer compensation are reviewed and approved on an established schedule, which may vary from year to year, but generally occurs over a 90-day period following our fiscal

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year end and after a review of financial, operating, and personal objectives with respect to the prior year's results. By way of example, after the end of fiscal 2013, theThe Compensation Committee reviewed results and managementthe Chief Executive Officer's recommendations and approved base compensation and annual non-equity incentive bonuses in February 2014 and equity awardsgrants to the Named Executive Officers and other executives, managers and Company employees in April 2014. However, fiscal 2014 was different from prior years due to the Board and management time, focus and attention on the Jos. A. Bank transaction and the commencement of the process of integrating the operations of the two entities. As a result of this transaction, and the significantly increased levels of responsibility assumed by management in connection therewith, the Compensation Committee approved adjustments to the base compensation of certain of our senior executive officers, which included continuing Named Executive Officers, and approved the grant of equity awards to certain senior executive officers, including our continuing Named Executive Officers, in September 2014 instead of during our annual grant process in 2015. The Compensation Committee may however,continue to periodically review salaries orand equity awards at other times as it deems necessary in order to address new appointments or promotions or other special circumstances that may arise during the year, such as the hiring of Mr. Kimmins as the new Chief Financial Officer effective as of April 1, 2013.fiscal year.

Compensation Consultant

        During 2013,In 2014, the Compensation Committee continued to engage Towers Watson & Co.engaged Pay Governance to advise it with respect to evaluating the compensation arrangements for Mr. Ewert. Towers WatsonEwert, other senior executives and the Board of Directors. Pay Governance reported directly to the Compensation Committee and all such services provided by Towers Watson were provided to the Compensation Committee. Towers Watson doesPay Governance did not provide any non-executive compensation services to us directly or indirectly through affiliates, nor has Towers Watsonhave either of the consultants provided any services to the Company other than those that were related to its engagement as independent consultant to the Compensation Committee and other than an engagement of Towers Watson during the fourth quarter of fiscal 2013 by the President and Chief Executive Officer of the Company to perform aprovide further advice regarding equity compensation analysisand corporate bonus structure for the most senior executives of the Company.key employees.

        In connection with its engagement of Towers Watson,Pay Governance, the Compensation Committee assessed the independence of Pay Governance pursuant to SEC rules and NYSE Listing Standards and considered various factors bearing upon Towers Watson's independence including, but not limited to, any other services provided by Towers WatsonPay Governance to the Company, the amount of fees received by Towers WatsonPay Governance from the Company as a percentage of Towers Watson'stheir total revenue, Towers Watson'sPay Governance's policies and procedures designed to prevent conflicts of interest, any shares of our Common Stock owned by those onpersons at the Towers Watson teamconsultants actually working on the engagement, and the existence of any business or personal relationship that could impact Towers Watson'sPay Governance's independence. After reviewing these and other factors,performing its assessment, the Compensation Committee determined that Towers WatsonPay Governance was independent and that its engagement did not present any conflicts of interest. Towers WatsonPay Governance also determined that it was independent from management and confirmed this inprovided a written statement delivered to the ChairmanChair of the Compensation Committee.Committee to such effect. In connection with any future engagements of Towers WatsonPay Governance by the Compensation Committee, the Compensation Committee will consider the engagement described above as well as the additionalany other factors set forth in the SEC Rules or the NYSE Listing Standards.

Impact of Accounting and Tax Treatment

        In recognizing share-based compensation, we follow the provisions of the authoritative guidance regarding share-based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of restricted stock awards and DSUs is determined based on the number of shares granted and the quoted price of our Common Stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. The value of the portion of the award that is

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ultimately expected to vest is recognized as an expense over the requisite service period. For grants

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that are subject to pro-rata vesting over a service period (other than performance-based awards), we recognize expense on a straight-line basis over the requisite service period for the entire award.

        Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation paid to the Chief Executive Officer and the three other most highly compensated executive officers (other than the Chief Financial Officer) that may be deducted by us in any year unless the compensation is performance-based compensation as described in Section 162(m) and the related regulations. The Compensation Committee believes that it is generally in the Company's best interests to satisfy the requirements for deductibility under Section 162(m). However, notwithstanding this general policy, the Compensation Committee also believes that there may be circumstances in which the Company's interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m). The Compensation Committee believes that the compensation payable in excess of this amount for the Named Executive Officers will not result in any material loss of tax deductions.

        Section 409A of the Internal Revenue Code provides that deferrals of compensation under a nonqualified deferred compensation plan for all taxable years are currently includible in gross income to the extent not subject to a substantial risk of forfeiture and not previously included in gross income, unless certain requirements or exemptions are met. We structure any deferred compensation arrangements to be in compliance with section 409A of the Internal Revenue Code.

Change in Control Agreements

        The Company has entered into Change in Control agreements with each of our executives, including the Named Executive Officers. The Compensation Committee believes that Change in Control arrangements have important characteristics and value, particularly in the current economic environment and given the events we experienced in 2013.2013 and 2014. For example, executives often look to Change in Control agreements to provide protection for lost professional opportunities in the event of a Change in Control and consequently assign significant value to them. The Compensation Committee believes that our current Change in Control arrangementsagreements protect shareholder interests by retaining management should periods of uncertainty arise. Because our Change in Control arrangementsagreements are structured to serve the above purpose and because Change in Control agreements represent a contractual obligation of our Company, decisions relating to other elements of compensation have minimal effect on decisions relating to existing Change in Control agreements.

        The Company has entered intobenefits payable under the Change in Control agreements with each of our executives, including the Named Executive Officers. The benefits payable under these arrangements in certain circumstances are disclosed below on pages 4871 through 54.76. These agreements generally provide that if a Change in Control occurs and we fail to extend the executive's agreement or terminate the executive's employment without cause or if the executive terminates his or her employment for good reason, the executive will receive an amount equal to two times the sum of the executive's base salary plus an amount equal to the maximum annual performance bonus in the fiscal year in which a Change in Control occurs or the immediately preceding fiscal year, whichever is higher, plus basic benefits as more fully described in the Change in Control agreement.

Clawback Provisions

Under Employment Agreements

        As discussed later in this proxy statement, the employment agreements with each of Messrs. Ewert and Kimmins provide that if it is determined that Mr. Ewert or Mr. Kimmins, respectively, before or after the termination of his employment relationship with us, has committed certain acts which materially and adversely affect us, then some or all (A) benefits payable or to be provided, or previously paid or provided, to him under his employment agreement or (B) cash bonuses paid to him by us on or after the date of his

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employment agreement, or equity awards granted to him by us that vest, on or after the date of his employment agreement will be forfeited or repaid to us. For additional discussion regarding these

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clawback provisions, including those acts which could trigger such forfeiture, see the discussion regarding their respective employment agreements under "Employment Agreements" below.

Under Change in Control Agreements

        The Change in Control agreement with each of our executives also contains clawback provisions which provide that in the event that it is determined that an executive, before or after the termination of his or her employment relationship with us, has committed certain acts which materially and adversely affect the Company, then some or all of such executive's awards (including cash bonuses paid to such executive by us or equity awards that vest after the effective date of the executive's Change in Control agreement) will be forfeited or repaid to us. For additional discussion regarding these clawback provisions, including those acts which could trigger such forfeiture, see the discussion under "Potential Payments Upon Termination or Change in Control – Change in Control Agreements" below.

Executive Officer Equity Ownership

        The Board of Directors has established a guideline for Company equity ownership by certain of our senior executive officers, including the continuing Named Executive Officers. These guidelines are designed to further strengthen and align Company leadership with shareholders' interests and to enhance shareholder value over the long term. Under the guideline, each Named Executive Officer is expected to hold equity interests in the form of Common Stock, restricted stock, DSUs or DSUsperformance units having an aggregate equity value of at least two and one half times his or her base salary by the later ofwithin five years afterof becoming a Named Executive Officer and April 30, 2016.subject to the holding requirement. Failure to achieve the guideline will be taken into consideration by the Compensation Committee in determining compensation for the continuing Named Executive Officer. All of the Named Executive Officers have achieved their required ownership levels, except Mr. NorrisNeutze who has until 2018September 2019 to meet the required ownership guidelines.do so. In addition, the Compensation Committee has adopted an additional equity ownership requirement for the Chief Executive Officer to require him to hold equity interests in the form of our Common Stock, restricted stock or DSUs having an aggregate equity value of at least threefive times his base salary. Mr. Ewert currently meets this increased ownership requirement.

        The Compensation Committee has also adopted a requirement that award agreements for equity grants to a Named Executive Officer made after April 2013an executive officer subject to the holding requirements contain a requirementprovision that if a person is a Named Executive Officersubject to the holding requirement at the time of vesting of his or her restricted stock awards or DSUs or upon exercise of his or her stock options, and such person is not then in compliance with the then existing equity ownership guidelines for Named Executive Officerssenior executive officers described in the previous paragraph, then 50% of the vested or acquired shares must be retained until the person meets the equity ownership guidelines. Further, pursuant to the Company's insider trading policies, our directors, officers and employees are prohibited from hedging equity positions in our Common Stock arising from equity compensation awards. In addition, the Company strongly discourages pledging of our Common Stock through the required pre-approval by the designated executive officer pursuant to our insider trading policies.

Pension Plans and Retirement Plans

        We do not maintain defined benefit pension plans or supplemental executive retirement plans for our executive officers nor do we have any defined contribution plans which provide for the deferral of compensation on a basis that is not tax qualified.