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APPENDIX A TABLE OF CONTENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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6100 Stevenson Blvd.
Fremont, California 94538

May 5, 2016

TO OUR SHAREHOLDERS:

        It is our pleasure to invite you to attend our 2016 Annual Meeting of Shareholders (the "Annual Meeting") at 11:00 a.m., Pacific daylight time, on Thursday, June 16, 2016, at our Executive Offices located at 6100 Stevenson Blvd, Fremont, California 94538. Holders of record of our common stock as of April 19, 2016 are entitled to notice of, and to vote at, the Annual Meeting.

        The attached Notice of Annual Meeting and Proxy Statement are a critical element of the corporate governance process and are intended to provide you with information about the Company's Board of Directors and executive officers, and a discussion of proposals that require your vote. Please read these materials so you will understand the business that will be transacted and voted upon at the Annual Meeting.

        We have elected to take advantage of Securities and Exchange Commission ("SEC") rules that allow us to furnish proxy materials to certain shareholders through the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to holders of record of our common stock as of April 19, 2016. At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our shareholders through the Internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.

        This will be our first annual meeting as Tailored Brands, Inc. The name "Tailored Brands" emphasizes the fact that our company has many distinct brands within its portfolio. We have evolved, over a relatively short period, from one company with a single brand operating primarily as a house of brands into a multi-layered company with many brands, each with its own distinct brand identity, design ethos, and development requirements. Our retail operations now include Men's Wearhouse, Moores and K&G, each a house of brands; Joseph Abboud, which is a design house; and Jos. A. Bank, which is a branded house. In addition, we have corporate apparel operations through Twin Hill in the U.S. and Dimensions, Alexandra and Yaffy in the UK as well as dry cleaning operations through MW Cleaners in Texas. All of these operations utilize a shared services platform that leverages common functions and services for each brand. As a result of our evolution, the Board of Directors recognized that structural change was necessary to develop a more holistic view of the Company, to better support the growth of our many brands, and to further enhance shareholder value. After careful consideration, the Board decided to implement a holding company structure with Tailored Brands serving as an umbrella over all the Company's family of brands. Looking to our future as Tailored Brands, we are guided by our mission to provide a personal, convenient, one-of-a-kind shopping experience with compelling products and world class service.

        On behalf of the employees and directors of Tailored Brands, Inc., we thank you for your continued support and confidence in our Company.

		Regards,
		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
		Douglas S. Ewert, President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

        
Beginning on May 6, 2016, we are making these materials available to you in connection with our solicitation of proxies, on behalf of our Board of Directors, for the 2016 Annual Meeting of Shareholders.

		By Order of the Board of Directors
		Michael W. ConlonA. Alexander Rhodes Corporate Secretary

May 19, 20155, 2016

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HOW TO VOTE

        Your broker may not vote on any non-routine matters without instructions from you. If you are a beneficial owner of our Common Stockcommon stock and do not give your broker instructions on how to vote your shares, the broker will return the proxy card to us without voting on proposals not considered "routine." This is known as a broker non-vote. Only the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2015 is considered to be a routine matter.

Vote Right Away

        Even if you plan to attend our Annual Meeting in person, please read this proxy statement carefully and vote right awayas soon as possible using any of the following methods. In all cases, have your proxy card or voting instruction card in hand and follow the instructions.

By Internet		By telephone		By mailing your proxy card
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 (800) 690-6903		Cast your ballot, sign your proxy card and send by mail in the enclosed postage-paid envelope

        Please follow the directions on your proxy card or voting instruction card carefully. If you hold our Common Stockcommon stock in a brokerage account (that is, in "street name"), your ability to vote by telephone or over the Internet depends on your broker's voting process. If you plan to vote in person at the Annual Meeting and you hold our Common Stockcommon stock in street name, you must obtain a proxy from your broker and bring that proxy to the meeting.

        If you hold your stock through a Men's WearhouseTailored Brands employee benefit plan, please follow the instructions provided to you by each plan or broker through which you hold shares (which may be different than the instructions provided above). To vote all of your shares of our Common Stock,common stock, you must complete, sign, date, and return each proxy card you receive or vote the shares as instructed for each set of proxy materials you receive.

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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JULY 1, 2015JUNE 16, 2016

        This proxy statement is furnished to the shareholders of Tailored Brands, Inc., successor reporting company to The Men's Wearhouse, Inc. (the "Company", also referred to in this proxy statement as "we", "us", or "our"), whose principaltwo main executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072, and at 6100 Stevenson Blvd., Fremont, California 94538, in connection with the solicitation by our Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held at 11:00 a.m., Pacific daylight time, on Wednesday, July 1, 2015,Thursday, June 16, 2016, at the Company's executive offices located at 6100 Stevenson Blvd., Fremont, CA 94538,California office, or any adjournment(s) thereof (the "Annual Meeting").

        The Annual Meeting will be held to:

•

elect eightall ten directors to our Board of Directors for the Company to hold office untilcoming year;



•

adopt the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified;Tailored Brands, Inc. 2016 Long-Term Incentive Plan;



•

adopt the Tailored Brands, Inc. 2016 Cash Incentive Plan;



•

approve an amendment to our Bylaws to require the resignation of any director who does not receive a proposal to amend the Company's 2004 Long-Term Incentive Plan, as amended, to (i) increase both the number of shares authorized for issuance under the plan and the related annual limits to individual participants and (ii) remove remaining share recycling provisions from the plan;



•

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;majority vote in uncontested director elections;



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approve, on an advisory basis, the compensation of the Company'sour named executive officers;



•

ratify the appointment of the firm of Deloitte & Touche LLP as our independent registered public accounting firm for the Company for fiscal 2015;2016; and



•

transact such other business as may properly come before the meeting or any adjournment thereof.

        This proxy statement is being made available onOn or about May 22, 2015,6, 2016, we began mailing to the holders of record of our common stock, $.01 par value per share ("Common Stock"common stock"), on May 6, 2015April 19, 2016 (the "Record Date")., a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Notice of Annual Meeting of Shareholders, this proxy statement, the form of proxy and our Annual Report on Form 10-K for the fiscal year ended January 30, 2016 over the Internet. At the close of business on the Record Date, there were outstanding and entitled to vote 48,321,40848,629,978 shares of our Common Stock,common stock, and only the holders of record on such date shall bethe Record Date are entitled to notice of, and to vote at, the Annual Meeting.

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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through a bank, broker, or other nominee), then on the Record Date, the record holder of your shares will generally vote those shares in accordance with your instructions.

        How do I vote?    The process for voting your shares of our common stock depends on how your shares are held. Generally, you may hold shares in your name as a "record holder" (that is, in your own

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name) or in "street name" (that is, through a nominee, such as a broker or bank). If you hold shares of our common stock in street name, you are considered to be the "beneficial owner" of those shares.

        Record Holders.    If you are a record holder, you may vote your shares using one of the following methods:

•

Over the Internet.  Go to www.proxyvote.com. You can use the Internet 24 hours a day, seven days a week, to submit your voting instructions and for electronic delivery of information up until 11:59 PM EST on June 15, 2016. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.



•

By telephone.  Call (800) 690-6903. You can use any touch-tone telephone to transmit your voting instructions up until 11:59 PM EST on June 15, 2016. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.



•

By mail.  If you received a printed copy of the proxy materials, you may submit your vote by completing, signing and mailing your proxy card and returning it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 15, 2016 to be voted at the Annual Meeting.



•

In person at the Annual Meeting.  Record holders are invited to attend the Annual Meeting and vote in person at the Annual Meeting.

        If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card.If you vote via the Internet or by telephone, do not return a proxy card.

        Held In Street Name.    If you hold shares of our common stock in the name of a broker, bank or other nominee, you should receive a Notice of Internet Availability of Proxy Materials or separate instructions from the broker, bank or other nominee. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by the broker, bank or other nominee to instruct your broker, bank or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker, bank or other nominee.Your broker, bank or other nominee is permitted to vote your shares with respect the "routine" proposal to ratify the appointment of the Company's independent registered public accounting firm without your instruction as to how to vote but will not be permitted to vote your shares with respect to any of the other proposals at the Annual Meeting without your instructions as to how to vote.

        If you hold shares of our common stock in the name of a broker, bank or other nominee and you want to vote in person, you will need to obtain (and bring with you to the Annual Meeting) a legal proxy from the record holder of your shares (who must have been the record holder of your shares of our common stock as of the close of business on April 19, 2016) indicating that you were a beneficial owner of shares of our common stock as of the close of business on April 19, 2016, as well as the number of shares of which you were the beneficial owner on such date, and appointing you as the record holder's proxy to vote the shares of our common stock covered by that proxy at the Annual Meeting.

        What am I voting on?    You are voting on:

•

the election of the eightten director nominees named in this proxy statement as directorsto our Board of the Company;Directors;



•

adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan;



•

adoption of the Tailored Brands, Inc. 2016 Cash Incentive Plan;

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•

approval of an amendment to our Bylaws to require the resignation of any director who does not receive a proposal to amend the Company's 2004 Long-Term Incentive Plan, as amended, to (i) increase both the number of shares authorized for issuance under the plan and the related annual limits to individual participants and (ii) remove remaining share recycling provisions from the plan;majority vote in uncontested director elections;



•

the approval of 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;



•

the approval, on an advisory basis, of the compensation of the Company'sour named executive officers;



•

the ratification of the appointment of the firm of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2015;2016; and



•

any other matters that are properly brought before the meeting.

        What is the quorum requirement for holding the Annual Meeting?    The holders of a majority of the total shares of our Common Stockcommon stock issued and outstanding on May 6, 2015,April 19, 2016, must be present in person or represented by proxy for the meeting to be held. The shares held by each shareholder who properly submits a proxy will be counted for purposes of determining the presence of a quorum at the meeting. As of the close of business on May 6, 2015,April 19, 2016, we had 48,321,40848,629,978 shares of our Common Stockcommon stock outstanding and entitled to vote at the Annual Meeting.

        What vote is required to elect a director at the Annual Meeting?    To be elected, a director nominee must receive a plurality of the votes cast. The form of proxy provides a means for you to vote for all, some or none of the nominees. The withholding of authority to vote for some or all of the nominees by you will reduce the number of votes received by, but otherwise will have no effect on the results of the election of, those directors for whom authority to vote is withheld. The holders of shares of our common stock have no cumulative voting rights in the election of directors.

        What vote is required to pass the other proposals at the Annual Meeting?    The affirmative vote of a majority of theall of our outstanding shares is required to approve the amendment to our Bylaws. For all other proposals.proposals other than the election of directors, the affirmative vote of a majority of the votes cast on that proposal, including abstentions, is required for approval.

        What is the effect of an "abstain" vote on the proposals to be voted on at the Annual Meeting?    Abstentions are counted toward the calculation of a quorum, but are not treated as either a vote for or against a proposal. Exceptand, except as discussed below with respect to advisory votes, an abstention hashave the same effect as a vote against a proposal or, in the case of the election of directors, as shares to which voting power has been withheld. With respect to the vote to approve, on an advisory basis, the compensation of our named executive officers, a shareholder's choice to abstain will reduce the number of votes cast for, but otherwise will have no effect on the results of, this advisory vote.proposal.

        What is the effect of a "broker non-vote" on the proposals to be voted on at the Annual Meeting?    A "broker non-vote" occurs if your shares of our Common Stockcommon stock are not registered in your name and you do not provide the record holder of your shares (usually a bank, broker, or other nominee) with voting instructions on any matter as to which, under the New York Stock Exchange ("NYSE") Listing Standards, a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for your shares of our Common Stock.common stock. Broker non-votes are considered present for purposes of determining whether a quorum exists, but are not considered "votes cast" or shares "entitled to vote" with respect to any matter and therefore will have no effect on the results of a shareholder vote.vote, except for the proposal to approve the amendment to our Bylaws. Broker non-votes will have the effect of a vote against the bylaw amendment because the affirmative vote of a majority of all our outstanding shares is required to approve the amendment; therefore, any share not voted in favor of the amendment has the same effect as a vote against.

        Under the NYSE Listing Standards, the ratification of the appointment of our independent registered public accounting firm is the only matter for consideration at this meeting that a broker may vote on

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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without your instructions. Therefore, if you do not provide instructions to the record holder of your shares with respect to all other proposals, a broker non-vote as to your shares of our Common Stockcommon stock will result with respect to these proposals.

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

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

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

•

if you received a Notice Regarding Availability of Proxy Materials, go to the websitewww.proxyvote.com on the Internet and follow the instructions at that website to vote by Internet or telephone; or



•

if you received a proxy card in the mail, complete, sign, date, and mail the proxy card in the return envelope provided to you, or you may submit your vote by telephone by requesting telephone voting instructions through the websitewww.proxyvote.com.

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

        If your shares of our Common Stock are held in the name of a broker, bank, or other nominee, you should receive separate instructions from the holder of your shares describing how to vote. You must respond as set out in those instructions in order for your shares to be voted on the matters to be presented at the Annual Meeting. If you do not instruct your broker, bank, or other nominee on how to vote in the election of directors; the vote to approve the proposal to amend our 2004 Long-Term Incentive Plan; the vote to approve the material terms of performance goals for performance awards under our 2004 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code; and the vote to approve, on an advisory basis, the compensation of our named executive officers, your shares will not be voted on these matters.

        Nonetheless, if your shares of our Common Stock are held in the name of a broker, bank, or other nominee and you want to vote in person, you will need to obtain (and bring with you to the Annual Meeting) a legal proxy from the record holder of your shares (who must have been the record holder of your shares of our Common Stock as of the close of business on May 6, 2015) indicating that you were a beneficial owner of shares of our Common Stock as of the close of business on May 6, 2015, as well as the number of shares of which you were the beneficial owner on such date, and appointing you as the record holder's proxy to vote the shares of our Common Stock covered by that proxy at the Annual Meeting.

        What if I do not specify a choice for a matter when returning a proxy?    Properly submitted proxies received either by mail, Internet, or telephone in time for the meetingAnnual Meeting will be voted as specified therein. If you did not indicate otherwise (excluding broker non-votes), the persons named as proxies on the proxy card will vote your shares of our Common Stockcommon stock as follows:

•

"FOR" the eightten nominees for director listed in this proxy statement;



•

"FOR" the approvaladoption of the proposal to amend our 2004Tailored Brands, Inc. 2016 Long-Term Incentive Plan;



•

"FOR" the adoption of the Tailored Brands, Inc. 2016 Cash Incentive Plan;



•

"FOR" the approval of an amendment to our Bylaws to require the material termsresignation 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;any director who does not receive a majority vote in uncontested director elections;

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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•

"FOR" the approval, on an advisory basis, of the compensation of our named executive officers; and



•

"FOR" the ratification of the appointment of the firm of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2015.2016.

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

•

delivering a written notice of revocation to us at or prior to the Annual Meeting;



•

signing a proxy bearing a later date than the proxy being revoked and delivering it to us before the Annual Meeting; or



•

voting in person at the Annual Meeting.

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

        Why did I receive a Notice Regardingof Internet Availability of Proxy Materials?    Pursuant to the "notice and access" rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide shareholders access to our proxy materials (including the Notice of Annual Meeting of Shareholders, this proxy statement and our 2015 Annual Report on Form 10-K) over the Internet. As a result, instead of a paper copy of our proxy materials, a Notice Regardingof Availability of Proxy Materials will be delivered to some or all of our shareholders.shareholders, except for those shareholders who have previously requested to receive a paper copy of the proxy materials. This notice explains how you can access our proxy materials over the Internet and also describes how to request a printed copy of these materials.

        Why didn't I receive aThe Notice Regardingof Internet Availability of Proxy Materials?    We are mailing our proxy materialsMaterials only identifies the items to our shareholders who have previously requestedbe voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to receive a paper copy of the proxy materials.cast your vote.

        How can I access the proxy materials over the Internet?    You can access this proxy statement and our 20142015 Annual Report on Form 10-K atwww.menswearhouse.com www.tailoredbrands.com under "Investor Relations""Investors". If you wish to help reduce the costs incurred by us in mailing proxy materials, you can consent to receiving all proxy materials for future annual meetings of shareholders electronically by e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

        How may I obtain a paper or e-mail copy of the proxy materials?    If you received a Notice Regardingof Internet Availability of Proxy Materials, you will find instructions about how to obtain a paper or e-mail copy of the proxy materials and our 20142015 Annual Report on Form 10-K in your notice. We will mail a paper copy of the proxy materials and our 20142015 Annual Report on Form 10-K to all shareholders to whom we do not send a Notice Regarding Internet Availability of Proxy Materials.

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

        How can I attend the Annual Meeting?    If you wish to attend the meeting in person and you are the record holder of shares of our Common Stockcommon stock on May 6, 2015,April 19, 2016, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares of our Common Stockcommon stock as of May 6, 2015April 19, 2016 that are held for your benefit by a bank, broker or other nominee, in addition to the picture identification, you will need proof of ownership of our Common Stockcommon stock on May 6, 2015April 19, 2016 to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker, or other nominee holder that shows that you were an owner on May 6, 2015,April 19, 2016, are examples of proof of ownership.

The Men's Wearhouse, Inc. 2015 Proxy Statement                Where can I find the voting results for the Annual Meeting?

    We will report the voting results in a Current Report on Form 8-K filed with the SEC within four business days following our 2016 Annual Meeting. You can access this report at www.tailoredbrands.com – Investors – SEC Filings – Latest Current Report.

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PROPOSAL 1:
ELECTION OF DIRECTORS

        At the Annual Meeting, eightten directors, constituting the entire Board of Directors of the Company (the "Board of Directors" or the "Board"), are to be elected.standing for election. All directors of the Company hold office until the next annual meeting of shareholders or until their respective successors are elected and qualified or their earlier death, resignation or removal.

        TheAt a meeting on March 16, 2016, the Board approved the recommendation of the Nominating and Corporate Governance Committee and nominated the following persons have been nominated to fillstand for election at the eight positions to be elected by the shareholders.Annual Meeting. It is the intentionexpected that all of the persons named innominees will be able to serve. However, if before the election, one or more of the nominees are unable to serve or for good cause will not serve, the proxy toholders will vote the proxies for the election of theremaining nominees named below, unless otherwise specified. Management of the Company does not contemplate that any of the nominees will become unavailableand for any reason, but if that should occur before the meeting, proxies will be voted for another nominee, or othersubstitute nominees to be selected by the Nominating and Corporate Governance Committee ofand approved by the Board of Directors.

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        Further biographical information about our nominees for director and the experience, qualifications, attributes, and skills considered by our Nominating and Corporate Governance Committee and Board of Directors in determining that the nominee should serve as a director appears below.

        Mr. Sechrest was a founding shareholder in the law firm of Winstead Sechrest & Minick P.C. from 1973 to 2006, specializing in finance and banking practice. Currently, Mr. Sechrest is actively involved as a founding shareholder and member of the board of directors of OCB Bancorp, formerly known as Ojai Community Bank, and SimpliPhi Power, Inc., formerly known as Ojai Energy Systems, Inc., is the chief financial officer of SimpliPhi Power, Inc., and is a member of the law firm Calhoun, Bhella & Sechrest LLP. Mr. Sechrest is a member of the American College of Real Estate Lawyers.

        Mr. Sechrest's extensive experience advising others with respect to developing, financing and protecting businesses and his combination of skill in legal, financial and organizational matters qualify him to sit on our Board.

        Mr. Sechrest serves as non-executive Chairman of the Board of Directors and is a member of the Audit Committee.

The

        Mr. Edwab joined the Company in 1991 and served as Senior Vice President, Treasurer and Chief Financial Officer of the Company. In 1993, he served as Chief Operating Officer of the Company. In 1997, Mr. Edwab was named President of the Company. In 2000, Mr. Edwab was named non-executive Vice Chairman of the Board for the Company. In 2002, Mr. Edwab re-joined the Company as executive Vice Chairman of the Board until his retirement as an executive officer and employee of the Company on October 1, 2014. He continues to serve as the non-executive Vice Chairman of the Board. Mr. Edwab is also a director of New York & Company, Inc., where he serves as chairman of their nomination and governance committee and is on their audit committee, and Vitamin Shoppe, Inc., where he serves on their audit committee and is a member of their nomination and governance committee. Mr. Edwab is an inactive CPA and has experience in investment banking and private equity.

        Mr. Edwab's broad financial, operational and transactional experience in retailing and extensive experience serving on the boards of directors of retail companies qualify him to sit on our Board.

        Mr. Ewert joined the Company in 1995. From 1996 to 1999, he served as General Merchandise Manager. From 1999 to 2000, he served as Vice President – Merchandising and General Merchandise Manager. In April 2000, he was named Senior Vice President – Merchandising, and in March 2001, he was named Executive Vice President and Chief Operating Officer of K&G Men's Wearhouse, Inc. 2015 Proxy Statement        Company. In March 2002, he was named Executive Vice President and General Merchandise Manager for the Company. In January 2005, he was named Executive Vice President and Chief Operating Officer. In January 2008, he was named President and Chief Operating Officer. On June 15, 2011, Mr. Ewert became President and Chief Executive Officer of the Company and, in September 2014, his title was changed to Chief Executive Officer. In March 2016, he assumed the position of President in addition to Chief Executive Officer.

        Mr. Ewert's demonstrated leadership and long-term experience with the Company, as well as extensive experience with men's retailing generally, qualify him to sit on our Board.

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        Mr. Becker served as an Audit Partner for Ernst & Young LLP from 1979 until his retirement in 2006. Mr. Becker was a Senior Consultant on airline risks to Pay Pal, Inc. from August 2008 to November 2009 and from August 2006 to August 2008 had a consulting practice which had an arrangement with Ernst & Young LLP to provide accounting and audit consulting services for two of its clients. Mr. Becker holds an MBA and is also a director at Vitamin Shoppe, Inc., where he is chairman of its audit committee and is on its compensation committee.

        Mr. Becker's extensive experience in financial matters and in auditing and reporting on the financial statements and internal control over financial reporting of large publicly held companies, including retail companies, as well as extensive experience in serving a variety of retailers as auditor, consultant and board member, qualify him to sit on our Board.

        Mr. Becker serves as the Chairman of the Audit Committee.

The Men's Wearhouse,

        Ms. Britt joined Campbell Soup Company in 2005 and held a number of roles including President, Pepperidge Farm, Inc. 2015 Proxy Statement        and Senior Vice President and Chief Strategy Officer with responsibility for global strategy development, global marketing services and global consumer insights. Prior to Campbell, she held leadership roles with Kraft Foods and Kimberly-Clark. Ms. Britt currently serves on the boards of TerraVia Inc. and Dunkin Brands Group, Inc., including on the audit committee of Dunkin Brands, and formerly served on the Board of Sunoco, Inc. from November 2011 to October 2012.

        Ms. Britt's deep knowledge of the consumer products industry with extensive executive experience and expertise in global strategy development, marketing services and consumer insights, as well as extensive experience serving on the boards of directors of other public companies, qualify her to sit on our Board.

        Ms. Britt is a member of the Audit Committee.

        Mr. Brutoco has served as President and Chief Executive Officer of ShangriLa Consulting, Inc., which is affiliated with the ShangriLa Group, a privately held consulting and merchant banking concern, and he is President of Seven Oaks Ranch, Inc. and Live Well Brands, Inc., both of which are manufacturers and distributors of organic products. He also is founder, President and Chief Executive Officer of the World Business Academy and has authored multiple books and articles on business theory, economics, corporate governance, corporate responsibility, energy policy and innovation.

        Mr. Brutoco's significant legal, financial, retailing and organizational experience, as well as extensive knowledge of new technologies and business methodologies, qualify him to sit on our Board.

        Mr. Brutoco is a member of the Audit Committee and the Nominating and Corporate Governance Committee.

        Mr. Lathi joined One Kings Lane, Inc., a leading online destination for premium home décor, in 2011 and held a number of roles including Chief Financial Officer, Chief Operating Officer and most recently Chief Executive Officer since 2014. Prior to One Kings Lane, Mr. Lathi spent seven years in various senior executive roles at eBay, Inc. Prior to eBay, Mr. Lathi spent eight years in investment banking and private equity.

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        Mr. Lathi's extensive experience in leadership, operation and financial management of online retailing as well as his financial expertise gained as an investment banker, private equity executive and chief financial officer qualify him to sit on our Board.

        Mr. Lathi is a member of the Compensation Committee.

        Ms. Nichols spent more than twenty years at Limited Brands, including 14 years as Chief Executive Officer of Victoria's Secret Stores from 1992 until she retired in January 2007. Prior to joining Limited Brands, Ms. Nichols held various senior merchandising positions in teen's and women's apparel at The Broadway Southern California divisions of Carter, Hawley, Hale, Inc. Ms. Nichols is also a director of New York & Company, Inc., where she serves as non-executive chairperson and is on the nomination and governance committee and the compensation committee. In addition, Ms. Nichols served as a director of Pacific Sunwear of California Inc. from 2007 to March 2012.

        Ms. Nichols' extensive experience as a senior executive and director in the retail industry, with particular expertise in branding and merchandising, and her ability to understand and analyze the operational and management challenges associated with large retail companies qualify her to sit on our Board.

        Ms. Nichols serves as Chair of the Nominating and Corporate Governance Committee.

The Men's Wearhouse,

        Mr. Questrom was Chairman and Chief Executive Officer of Neiman Marcus, Inc. 2015 Proxy Statement        from 1988 to 1990. He was Chairman and CEO of Federated Department Stores, Inc. (now Macy's) from February 1990 to May 1997. He served as Chairman of the Board of Barneys New York, Inc. from 1999 to 2001 and as Chief Executive Officer and President from 1999 until 2000. From 2000 through 2004, he was the Chairman and Chief Executive Officer of J.C. Penney Company. He has been a Senior Advisor for Lee Equity Partners since 2006. Mr. Questrom is currently a member of the Board of Directors of At Home retail chain and a Trustee of Boston University. Mr. Questrom was a member of the board of directors of Sotheby's until June 2014; a member of the board of directors of Foot Locker, Inc. until 2013; and a member of the board of directors of Wal-Mart Stores, Inc. and the non-executive chairman of Deb Shops, Inc. until 2010.

        Mr. Questrom's vast executive management experience as the chief executive officer of several large, publicly held retailers and extensive knowledge and expertise in areas such as marketing, merchandising, customer service and the overall retail marketplace qualify him to serve on our Board.

        Mr. Questrom is a member of the Compensation Committee.

        Mr. Stein is the President and Chief Executive Officer of Glazer's Distributors, one of the country's largest distributors of wine, spirits, and malt products. From 2008 until July 2010, Mr. Stein was a Vice Chairman of Global Investment Banking and Head of Southwest Investment Banking for Bank of America, Merrill Lynch. Before joining Merrill Lynch, Mr. Stein had been with Bear Stearns for over twenty years as a Senior Managing Director running Bear Stearns' Southwest Investment Banking Group and as a member of Bear Stearns' President Advisory Council. Mr. Stein is also a director of Alon USA Partners, LP, where he serves on the audit committee. In addition, Mr. Stein served as a director of Tuesday Morning Corporation from September 2011 until May 2012.

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        Mr. Stein's long history of serving as a strategic advisor to chief executive officers of large public companies, as well as extensive experience and skills in corporate finance and mergers and acquisitions, qualify him to sit on our Board.

The Men's Wearhouse, Inc. 2015 Proxy Statement        

Table        Mr. Stein serves as Chairman of Contentsthe Compensation Committee and is a member of the Nominating and Corporate Governance Committee.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

DIRECTOR COMPENSATION

        OurMr. Ewert, our sole employee directors dodirector, does not receive any additional compensation in respect of theirfor his service as directors. After review of recommendations for board compensation provided by Pay Governance, a prominent consulting firm specializing in advisory services related to executive and director compensation, and as a result of our acquisition of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") and the additional responsibilities assumed by the Board over a now much larger enterprise, the Board increased its annual compensation commencing with the payments made at the end of the third quarter of fiscal 2014.director. Each of our non-employee directors now receives an annual cash retainer of $125,000 (increased from $100,000).$125,000. In addition, Mr. Sechrest, as the Chairman of the Board, receives an additional annual cash retainer of $125,000 (increased from $50,000 as lead director).$125,000. The Chair of the Audit Committee now receives an additional annual cash retainer of $25,000, (increased from $20,000), members of the Audit Committee who aredo not otherwiseserve as the Chairman of the Board or a chair of another committee will receive an additional annual cash retainer of $15,000 (increased from $10,000) and any members of the Audit Committee who are also the Chairman of the Board or a chair of another committee will continue to receive an additional annual cash retainer of $10,000. The Chair of the Compensation Committee now receives an additional annual cash retainer of $20,000 (increased from $10,000) and the Chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $15,000 (increased from $10,000).$15,000.

        Further,During fiscal 2015, each non-employee director on the last day of each fiscal quarter receivesreceived a grant of a number of shares of restricted stock equal to $31,250 (increased from $25,000) divided by the closing price of our Common Stockcommon stock on the last trading day of such fiscal quarter. In addition, on September 11, 2014, each non-employee director received a one-time grant of 2,500 restricted shares of our Common Stock that vests on September 12, 2015 in recognition ofUpon appointment to the Jos. A. Bank acquisition and the additional responsibilities related thereto. Upon his or her appointment,Board, any new director will receive a grant of 2,500 restricted shares of our Common Stock ascommon stock. Beginning in fiscal 2016, instead of the first day such person is appointed or electedquarterly equity grants, each non-employee director will receive an annual equity grant equal to the Boarda number of Directors (changed from a grantshares of restricted shares having a fair market valuestock or DSUs equal to $25,000$125,000 divided by the closing price of our common stock as reported on the NYSE on the date of grant).grant, which will be the date of our annual meeting of shareholders. All such awards are or will be subject to the terms of the Tailored Brands, Inc. 2004 Long-Term Incentive Plan. AllThe restrictions on the restricted stock or DSU awards lapse one year after the date of grant or, if earlier, upon the occurrence of a Changechange in Controlcontrol of the Company (as definedCompany; provided, that if a director ceases to serve on the Board for any reason other than removal for cause, any outstanding restricted stock or DSU awards will vest on a pro rata basis based on the number of completed months of service during the one-year vesting period.

        As set forth in the award agreements entered,Corporate Governance Guidelines (the "Guidelines"), the Board of Directors or an authorized committee thereof may from time to be entered, into between ustime review and the directors under the 2004 Plan,determine the form and amount of which was filed as Exhibit 10.12 to our Annual Report on Form 10-Kdirector compensation, including cash, equity-based awards, and other director compensation. The Guidelines further provide that, in determining director compensation, the following should be considered: (1) fair and competitive compensation for the fiscal year ended January 31, 2015).time commitment to appropriately discharge the work required for a company of similar size and scope; (2) alignment of the director's interest with the long-term interests of the Company; and (3) a transparent and readily understandable compensation program. From time to time, the Compensation Committee reviews director compensation with its independent compensation consultants and makes recommendations to the full Board for approval of any changes to director compensation.

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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        Mr. Edwab retired as an executive officer and employee of the Company effective October 1, 2014, but continues to serve as the non-executive Vice Chairman of the Board. The Compensation Committee and the Board determined, based on the services he will perform in his new role and the Board's belief that the change in his role will be in the best interest of the Company, that his service as a director would satisfy his responsibilities under his employment agreement and permit the vesting of his equity awards, in each case as contemplated by his employment agreement. Accordingly, in accordance with the terms of his employment agreement and in connection with his retirement, as of February 6, 2015, Mr. Edwab became entitled to receive the following:

•

Quarterly installment payments of $437,500 for the two-year period beginning on February 6, 2015;



•

Medical insurance benefits until Mr. Edwab and his spouse become eligible for coverage under Medicare, at an aggregate cost to us of approximately $86,000; and



•

Eight hours per week of administrative services to be provided by the Company.

        In addition, Mr. Edwab will provide up to ten hours a month of consulting services to us through February 6, 2017 for no additional consideration. Services provided in excess of ten hours a month will be compensated at a rate equal to $750 per hour.

        Mr. Edwab's outstanding equity awards, including 5,000 time-based DSUs and 19,360 shares of restricted stock, which were scheduled to vest on April 13, 2015 vested on February 5, 2015. Upon vesting, Mr. Edwab realized an aggregate value of $1,163,190, based on the $47.75 closing price of our common stock on February 5, 2015. All remaining equity awards held by Mr. Edwab were forfeited as of February 6, 2015.

        Mr. Edwab agreed to continue to serve on the Board of Directors and as non-executive Vice Chairman for a period of two years beginning with last year's annual meeting of shareholders, if requested by the Board of Directors and elected by the shareholders at the relevant annual meeting. Beginning with his election on July 1, 2015 and for any future periods, Mr. Edwab will be compensated on the same basis as a non-employee director.

        The following table summarizes compensation paid to each non-employee director during the fiscal year ended January 31, 2015:30, 2016:

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DIRECTOR NOMINATIONS AND QUALIFICATIONS

        The Board is responsible for re-election atselecting director candidates. The Board has delegated the 2014 Annual Meeting.

The Men's Wearhouse, Inc. 2015 Proxy Statement        

        The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. The Committee also regularly engages in Board succession planning by assessing the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the applicable criteria for directors. In addition, when the Committee seeks a new candidate for directorship, it seeks qualifications from the individual that will complement the attributes and perspectives of the other members of the Board. The Committee takes into consideration whether particular individuals satisfy the independence criteria set forth in the NYSE listing standards, together with any special criteria applicable to service on various committees of the Board.

        In the event that vacancies are anticipated, or otherwise arise, the Committee considers various potential candidates for director from any reasonable source, including through current Board members, current management, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Committee or through one-on-one meetings between Committee members and Board candidates and may be considered at any point during the year. In evaluating any potential nominee, the Committee seeks to achieve a diverse view of thoughts based on each Board member's knowledge, life experiences, capabilities, and professional and personal background.

        With respect to the nomination of Ms. Britt and Mr. Lathi, the Committee engaged a professional search firm to provide potential candidates for their consideration. After research, interviews and further deliberation, the Committee recommended Ms. Britt and Mr. Lathi to the full Board for election as directors effective December 7, 2015 and March 8, 2016, respectively, and for inclusion in the list of nominees to be elected at the Annual Meeting.

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        The policy of the Nominating and Corporate Governance Committee is to consider written recommendations from shareholders for positions on the Board of Directors. A shareholder who wishes to recommend a prospective nominee for director for general consideration by the Board should notify the Corporate Secretary of the Company or any member of the Committee in writing with whatever supporting material the shareholder considers appropriate, including the nominee's name and qualifications for Board membership. In evaluating the nominations, the Committee seeks to address the criteria set forth above. In addition, shareholders may nominate persons for election as directors at an annual shareholders' meeting if such nominations are made in accordance with the procedures set forth in the "Shareholder Proposals For 2017 Annual Meeting" section on page 76 of this proxy statement. The Company received no shareholder nominations for the upcoming Annual Meeting.

CORPORATE GOVERNANCE

        Corporate governance is typically defined as the system that allocates duties and authority among a company's shareholders, Board of Directors, and management. The shareholders elect the Board and vote on extraordinary matters. The Board has the ultimate decision-making authority for the Company, except with respect to those matters specifically reserved to the shareholders. The Board has responsibility for the Company's long-term strategic plans, for establishing broad corporate policies, for hiring, overseeing and evaluating executive management, particularly the Chief Executive Officer, and for our overall performance and direction, but is not directly involved in our day-to-day operations. Management runs the Company's day-to-day operations. Board members keep informed about our business by participating in meetings of the Board and its Committees, by reviewing analyses, reports and other materials provided to them by Company management and through discussions with our Chief Executive Officer and other executive officers.

Our Board of Directors currently consists of ten directors, including eight independent directors and two individuals who are not considered independent directors. If all of the nominees for election are elected, the Board will continue to be comprised of eight independent directors and two non-independent directors.

        As noted, our business and affairs are managed under the direction of the Board of Directors to enhance the long-term value of the Company for our shareholders. In exercising its authority to direct, the Board recognizes that the long-term interests of our shareholders are best advanced by appropriate consideration of other stakeholders and interested parties including employees and their families, customers, suppliers, communities and society as a whole. To assist the Board in fulfilling its responsibilities, the Board has adopted certain Corporate Governance Guidelines (the "Guidelines").Guidelines. The Guidelines can be found on our websiteare available at www.tailoredbrands.com under "Investor Relations – Corporate Governance.Governance – Governance Documents." The Board, with the assistance of the Nominating and Corporate Governance Committee, periodically reviews the Guidelines to ensure they comply with all applicable requirements of the NYSE rules. As contemplated by the Guidelines, the Board of Directors has regular executive sessions where non-management directors meet without management participation. The director designated by the Board as the Chairman of the Board is the presiding director for each executive session.

Director Qualifications

        As set forth in the Guidelines, a majority of the members of the Board of Directors must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, and the applicable rules of the NYSE. In addition, at least two-thirds in number (ifof the directors (or if two-thirds is not a whole number then at

        The Board believes that it is important for shareholders and other interested parties to have a process by which to send communications to the Company

        AnyBoard. Accordingly, any shareholder or other interested party wishing to send written communications to any one or more members of our Board Committees or the Board of Directors including the Chairman of the Board or other non-management directors, may do so by sending communications to them in care of the Corporate Compliance, 6380 Rogerdale Road, Houston, Texas 77072.Secretary, 6100 Stevenson Blvd., Fremont, California 94538. All such communications will be reviewed by the Company and forwarded to Board members as appropriate.

        During the fiscal year ended January 31, 2015, no30, 2016, the Board of Directors held seven meetings. Each director attended fewer than 75% of all of the meetings of the Board of Directors and of anyeach committee of which suchthe director was a member.

        During the fiscal year ended January 31, 2015, the Board

Table of Directors held ten meetings.Contents

        The Board of Directors has established three standing committees: Audit, Compensation and Nominating and Corporate Governance. In addition, during 2013, the Board established a special Transaction Committee in connection with our acquisition of Jos. A. Bank, which continued to meet into early 2014 but is no longer an active committee.

The committee(s) on which each director serves is set forth below:

Audit Committee

        The Audit Committee operates under a written charter.charter adopted by the Board which reflects SEC and NYSE rules relating to audit committees. The Board affirmatively determined that all members of the Audit Committee are "independent" in accordance with the NYSE Listing Standards and Rule 10A-3(b)(1) of the Exchange Act. In addition, the Board has determined that each of the members of the Audit Committee is "financially literate" and that each is an "audit committee financial expert," as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee Chair is Mr. Becker. The Committee's responsibilities to the Board of Directors are detailed in

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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the Amended and Restated Charter of the Audit Committee Charter, which can be found on the Company's website under "Investor Relations"Investors – Corporate Governance – Governance Documents," and are discussed in further detail in the Audit Committee's report which appears below.on page 71 of this proxy statement. During the fiscal year ended January 31, 2015,30, 2016, the Audit Committee held ninefive meetings.

Compensation Committee

        The Compensation Committee operates under a written charter.charter adopted by the Board which reflects SEC and NYSE rules relating to compensation committees. The Board affirmatively determined that each member of the Compensation Committee is "independent" in accordance with the NYSE Listing Standards, is a "non-employee director," as defined in Section 16 of the Exchange Act, and is an "outside director," as defined by Section 162(m) of the Internal Revenue Code.Code of 1986, as amended (the "Code"). The Compensation Committee Chair is Mr. Stein. The Compensation Committeeassists the Board in its oversight responsibilities related to the Company's compensation strategies, objectives, and programs; reviews and recommends to the Board for approval the principal elements of Board compensation; and reviews and approves our overall compensation policy and considersbenefit programs and approves, on behalf ofpay levels for the Board of Directors, the compensation of our Named Executive Officers, including theCompany's Chief Executive Officer and certain other seniorfor executive officers andbelow the implementation of any compensation program for the benefit of any of ourchief executive officers.officer level. The Compensation Committee's responsibilities to the Board of Directors are detailed in the Charter of the Compensation Committee Charter which can be found on the Company's website under "Investor Relations"Investors – Corporate Governance.Governance – Governance Documents." During the fiscal year ended

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January 31, 2015,30, 2016, the Compensation Committee held tenseven meetings. The Compensation Committee's report appears below.on page 55 of this proxy statement.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee operates under a written charter.charter adopted by the Board which reflects SEC and NYSE rules relating to nominating committees. The Board affirmatively determined that all members of the Nominating and Corporate Governance Committee are "independent" in accordance with the NYSE Listing Standards. The Nominating and Corporate Governance Committee Chair is Ms. Nichols. The Nominatingresponsible for reviewing and Corporate Governance Committee developsapproving the overall corporate governance policies for the Company, for identifying, screening, recruiting and recommendspresenting director candidates to the Board of Directors a set of corporate governance principles for the Company, studies and reviewsconsistent with management the overall effectiveness of the organization ofcriteria approved by the Board, of Directorsnominating directors for Board seats and the conduct of its businesscommittee membership, and reportsoverseeing Board and makes recommendations to the Board of Directors as appropriate, and considers candidates to be elected directors and recommends to the Board of Directors the nominees for directors.Committee evaluations. The Nominating and Corporate Governance Committee's responsibilities to the Board of Directors are detailed in the Charter of the Nominating and Corporate Governance Committee Charter which can be found on the Company's website under "Investor Relations"Investors – Corporate Governance."

        The Nominating and Corporate Governance Committee normally does not consider unsolicited director nominees put forth by shareholders because the need for a new director generally only occurs on limited occasions when a director position becomes open as a result of a decision to increase the size of the Board or if a director retires or resigns. If and when such an event might occur, the Board of Directors feels that it is in the best interest of the Company to focus our resources on evaluating candidates at the appropriate time and who come to us through reputation or a relationship which initially validates the reasonableness of the person as a candidate or through professional search processes that do the same.– Governance Documents." During the fiscal year ended January 31, 2015,30, 2016, the Nominating and Corporate Governance Committee held one meeting.

Transaction Committee

        In November 2013,The Board believes that directors should be shareholders and have a financial stake in the Company. Therefore, the Board established a special Transaction Committee following the unsolicited proposal from Jos. A. Bankrequires directors to acquire the Company. The Board established the special Transaction Committee for the limited purpose of coordinating with Company management discussions related to a possible combination with Jos. A. Bank, to actively participatehold an ownership position in the negotiations with respect to such a combination, and to make recommendationsCompany, equal to the full Boardlesser of Directors with respect12,000 shares or $625,000 in aggregate market value. New directors must reach the ownership requirement within five years of becoming a director. Each director has met the new requirement, except Ms. Britt and Mr. Lathi, who have until December 2020 and March 2021, respectively, to any such combination. The Transaction Committee recommended, and the full Board approved, that we enter into an Agreement and Plan of Merger with Jos. A. Bank, dated as of March 11, 2014, pursuant to which we

do so.

The Men's Wearhouse, Inc. 2015 Proxy Statement        

        Information relating to the Company's corporate governance, including the following governance documents, are available at the Company's investor relations website (www.tailoredbrands.com) under "Investors – Corporate Governance – Governance Documents":

•

Corporate Governance Guidelines



•

Audit Committee Charter



•

Compensation Committee Charter



•

Nominating and Corporate Governance Charter



•

Insider Trading Policy



•

Code of Ethics and Business Conduct



•

Complaint Procedures for Accounting Matters



•

Regulation – Fair Disclosure Policy



•

Policy Regarding the Hiring of Employees or Former Employees of the Independent Auditor



•

Anti-Corruption Compliance Policy

The Company's shareholders may obtain printed copies of these documents by writing to Tailored Brands, Inc., Corporate Secretary, 6100 Stevenson Blvd. Fremont, CA 94538.

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acquired Jos. A. Bank on June 18, 2014, for total consideration of approximately $1.8 billion. The Transaction Committee is not a standing committee of the Board but may be reconstituted in the event another significant potential transaction is presented to the Board in the future. During the fiscal year ended January 31, 2015, the Transaction Committee held five meetings.

        During fiscal 2014, no member of the Compensation Committee was an officer or employee of the Company or any of our subsidiaries, or was formerly an officer of the Company or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K of the General Rules and Regulations of the SEC or the NYSE Listing Standards.

        During fiscal 2014,2015, none of our executive officers served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on the Compensation Committee, (ii) a director of another entity, one of whose executive officers served on the Compensation Committee, or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of the Company.

The Men's Wearhouse, Inc.        During fiscal 2015, Proxy Statement        

Tableno member of Contentsthe Compensation Committee was an officer or employee of the Company or any of our subsidiaries, or was formerly an officer of the Company or any of our subsidiaries, or had any relationships requiring disclosure by us under Item 404 of Regulation S-K of the General Rules and Regulations of the SEC or the NYSE Listing Standards.

Compensation Committee ReportPROPOSAL 2:
ADOPTION OF THE
2016 LONG-TERM INCENTIVE PLAN

        The Board proposes that our shareholders approve the adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the "2016 LTIP"). On March 16, 2016, based upon the recommendation of the Compensation Committee, has reviewed and discussed the Compensation Discussion and Analysis includedBoard adopted the 2016 LTIP, subject to approval by our shareholders. Set forth below is a summary of the material features of the 2016 LTIP, which summary is qualified in its entirety by the text of the 2016 LTIP, a copy of which is attached to this proxy statement with the Company's management. Based upon such review and the related discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Audit Committee Report
as Appendix A.

        The Audit Committee is composed entirely of non-management directors. The memberspurpose of the Audit Committee meet the independence and financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. Each member of the Audit Committee is an "audit committee financial expert" as defined by the SEC. The Audit Committee has adopted, and annually reviews, a charter which complies with all current regulatory requirements and outlines the practices the Audit Committee follows.

        The role of the Audit Committee2016 LTIP is to assistadvance the Board of Directors in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes of the Company, including its internal control over financial reporting. In fulfilling its role, the Audit Committee relies on the work and assurances of the Company's management and internal audit and the independent registered public accounting firm. Management is responsible for the financial statements and the reporting process, the system of internal controls, including internal control over financial reporting, risk management, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company's independent registered public accounting firm, Deloitte & Touche LLP, is responsible for auditing the consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

        During fiscal 2014, the Audit Committee met and held discussions with management, internal audit and the independent registered public accounting firm and independently as a committee. The Audit Committee discussed with the Company's independent registered public accounting firm and internal audit the overall scope and plans for their respective audits. In addition, the Audit Committee met with the independent registered public accounting firm and internal audit with and without management present to discuss the results of their examinations. The Audit Committee also reviewed with management and the independent registered public accounting firm significant risks and exposures identified by management, the overall adequacy of the Company's legal, regulatory and ethical compliance programs, including the Company's Code of Conduct and the Company's information technology security programs.

        Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and the Audit Committee has reviewed and discussed the consolidated financial statements as of and for the year ended January 31, 2015 with management and the independent registered public accounting firm, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and critical accounting policies and estimates, the clarity of disclosures in the financial statements, and the overall quality of the Company's financial reporting.

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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 under the standards of the Public Company Accounting Oversight Board ("PCAOB"), including those matters required to be discussed by Auditing Standards No. 16,Communications with Audit Committees, and 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 PCAOB. The Audit Committee pre-approved the audit and non-audit services provided by the independent registered public accounting firm. The Company considered with the independent registered public accounting firm whether the provision of non-audit services to the Company by 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 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 continueand promote the retention of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended 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 shareholders, at their annual meeting, to ratify the appointment of the 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 March 27, 2015, with respect to the consolidated financial statements of the Company as of and for the year ended 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 January 31, 2015, for filing with the SEC.

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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:

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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,



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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;



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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;



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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;



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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



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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

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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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 andlong-term growth of the Company by providing participants with incentives to maximize shareholder value and its subsidiaries with additional performance incentives and an opportunity to obtain or increase their proprietary interest inotherwise contribute to the success of the Company, thereby encouragingaligning the interests of participants with the interests of the Company's shareholders and providing them additional incentives to continue in their employment or affiliation with the CompanyCompany. The 2016 LTIP serves these purposes by making equity-based and its subsidiaries.equity-related awards ("Awards") available for grant to eligible participants in the form of:

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        Term.nonqualified stock options to purchase our common stock ("NQSOs");    The 2004 Plan became effective on March 29, 2004



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incentive stock options to purchase our common stock ("ISOs" and, was amendedtogether with NQSOs, "Options");



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stock appreciation rights ("SARs");



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restricted common stock ("Restricted Stock");



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deferred stock units ("DSUs");



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awards denominated in cash that are subject to the attainment of performance goals ("Cash-Based Awards");



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awards similar to Restricted Stock Awards that are subject to the attainment of performance goals ("Performance Stock Awards");



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awards similar to DSU Awards that are subject to the attainment of performance goals ("Performance Unit Awards"); and restated



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equity-based or equity-related Awards not otherwise described by the Boardterms and provisions of Directors and approved bythe 2016 LTIP ("Other Stock-Based Awards").

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        If our shareholders in 2008. An amendmentapprove the 2016 LTIP: (1) the Company will have 6,400,000 shares of common stock available for future grant under the 2016 LTIP, less (a) one share of common stock for every share of common stock subject to increasean Option or SAR granted after May 1, 2016 under our existing long-term incentive plan, the numberTailored Brands, Inc. 2004 Long-Term Incentive Plan (the "2004 LTIP"), and (b) two shares of authorized shares was approved by the Boardcommon stock for every share of Directors and the shareholders in 2011. The Board of Directors approved an amendmentcommon stock subject to the 2004 Plan in 2012 to limit the use of share recyclingany other award granted after May 1, 2016 under the 2004 LTIP; (2) the 2016 LTIP will replace the 2004 LTIP; (3) shares will no longer be available for grant under the 2004 LTIP (except for the planned DSU grants to our non-employee directors discussed below in "New Plan Benefits"); and (4) awards outstanding under the 2004 LTIP will remain in effect in accordance with the terms of the awards and the 2004 LTIP. If the 2016 LTIP is not approved, shares will remain available for grant under the 2004 LTIP.

        As of the Record Date, there were: (1) 1,093,546 shares of our common stock remaining available for issuance under the 2004 LTIP; (2) 1,271,575 outstanding stock options, with a weighted average exercise price of $29.26 and a weighted average term to clarifyexpiration of 7.51 years; (3) 960,770 outstanding DSUs; (4) 366,881 outstanding performance units; and (5) 48,629,978 total shares of common stock outstanding.

        Our average share usage rate, sometimes referred to as burn rate, over the three years ended January 30, 2016 (calculated as equity-based awards granted under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately 1.2%. Based on that average share usage rate and recent stock price, the 6.4 million shares should enable us to continue to grant equity incentive compensation for the next 2 years or more. The potential dilution resulting from issuing all 6.4 million shares authorized under the 2016 LTIP, and taking into account outstanding awards, would be 15.7% on a fully-diluted basis.

        The 2016 LTIP includes provisions prohibiting cash buy-outs bydesigned to protect the interests of our shareholders and reflect corporate governance best practices, including:

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NO SINGLE TRIGGER ACCELERATED VESTING UPON CHANGE IN CONTROL. The 2016 LTIP does not provide for any automatic mandatory vesting of awards upon a change in control.



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NO LIBERAL SHARE COUNTING OR RECYCLING. The following shares of common stock will not become available again for issuance under the 2016 LTIP: (1) shares withheld from the payment of an Award to satisfy tax obligations with respect to the Award; (2) shares tendered in payment of the exercise price of an Option; (3) shares not issued upon the "net settlement" of a SAR; and (4) shares that we repurchase on the open market with the proceeds of the exercise price of an Option (or proceeds of the exercise price of an Option under the 2004 LTIP).



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MINIMUM VESTING REQUIREMENTS. The 2016 LTIP provides that no Option or SAR will vest until at least one year following the grant date of the award, except in the case of death, disability or change in control; provided, however, that up to 5% of the aggregate number of shares that may be issued under the 2016 LTIP may be subject to Awards that do not meet such vesting requirements.



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AWARDS SUBJECT TO FORFEITURE/CLAWBACK. If the Company is required to prepare an accounting restatement due to the material noncompliance of awardsthe Company with any financial reporting requirement under applicable securities laws, a current or former executive officer must forfeit and repay to the Company any compensation awarded under the 2016 LTIP to the extent specified in any of stock optionsthe Company's recoupment policies established or stock appreciation rightsamended (now or in the future).



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REPRICING/CASH BUYOUT OF UNDERWATER OPTIONS AND SARS NOT ALLOWED WITHOUT SHAREHOLDER APPROVAL. The Compensation Committee may not directly or indirectly lower the exercise price of a previously granted Option or SAR or cancel a previously

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granted Option or SAR for a payment of cash or other property, without the prior approval of the Company's shareholders.

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NO EVERGREEN PROVISION. The 2016 LTIP does not contain an annual "evergreen" provision. The 2016 LTIP authorizes the issuance of a fixed number of shares and requires shareholder approval for the issuance of any additional shares, which provides our shareholders with direct input on our equity compensation programs.



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NO LIBERAL CHANGE IN CONTROL DEFINITION; REQUIRE CONSUMMATION OF A CHANGE OF CONTROL EVENT. The change in control definition in the 2016 LTIP is not a "liberal" definition. A change in control transaction must actually occur to trigger the change in control provisions in the 2016 LTIP.



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NO DISCOUNT STOCK OPTIONS OR SARS. All Options and SARs granted under the 2004 Long-Term Incentive Plan. Finally,2016 LTIP must have an exercise price equal to or greater than the 2004 Plan was amended again byfair market value of our common stock on the Boardgrant date.



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NO DIVIDEND EQUIVALENTS ON UNVESTED OR UNEARNED AWARDS. Any dividend equivalents paid under an Award will be subject to restrictions and a substantial risk of Directorsforfeiture to the same extent as the Award with respect to which such dividend equivalents are to be paid.



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LIMIT ON NON-EMPLOYEE DIRECTOR AWARDS. The maximum number of shares of common stock subject to Awards granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $500,000 in 2013 to extendtotal value.

        Under the term2016 LTIP, the Compensation Committee may grant Cash-Based Awards, Performance Stock Awards and Performance Unit Awards in a manner that constitutes "qualified performance-based compensation" for purposes of Section 162(m) of the 2004 Plan until 2024, which amendment was approved by shareholders at our 2013 Annual Meeting. As a resultCode and the Treasury Regulations promulgated thereunder. Section 162(m) generally limits the deduction that we may take for certain remuneration paid in excess of such amendments, no awards may be$1,000,000 to any "covered employee" (as defined in Section 162(m)) in any one taxable year. Cash-Based Awards, Performance Stock Awards and Performance Unit Awards granted under the 2004 Plan2016 LTIP will not count against this $1,000,000 deduction limitation provided that (1) the lapse of restrictions on such Awards and the distribution of cash, common stock or after March 29, 2024, unlessother property pursuant to such Awards is contingent upon satisfying one or more of the 2004 Planperformance criteria enumerated in the 2016 LTIP, as established and certified by the Compensation Committee, and (2) such Awards otherwise satisfy the requirements for qualified performance-based compensation under Section 162(m). The 2016 LTIP is subsequently amended, withdesigned so that Options and SARs granted thereunder will be considered qualified performance-based compensation for purposes of Section 162(m). We are submitting the 2016 LTIP, including the performance criteria set forth therein, to the shareholders for approval of shareholders,at the Annual Meeting to extendensure that Cash-Based Awards, Performance Stock Awards and Performance Unit Awards granted under the termination date.2016 LTIP will be deductible as qualified performance-based compensation.

Administration

        Administration.        The Compensation Committee (or a subcommitteewill administer the 2016 LTIP. The 2016 LTIP requires the Compensation Committee to be comprised of at least two directors, each of its members) or, inwhom will be an "outside director" (within the absence thereof or in the casemeaning of Section 162(m) of the non-employeeCode and the Treasury Regulations promulgated thereunder) and a "non-employee" director (within the meaning of Rule 16b-3 under the Exchange Act). The Compensation Committee currently consists of three directors, each of whom is an "outside director" and a "non-employee director."

        In its capacity as plan administrator, the Compensation Committee will have full and exclusive power to interpret and apply the terms and provisions of the Company,2016 LTIP and Awards made under the Board, shall administer2016 LTIP, and to adopt such rules, regulations and guidelines for implementing the 2004 Plan (the "Plan Committee").2016 LTIP as the Compensation Committee may deem necessary or proper. In administeringcarrying out its authority under the 2004 Plan, the PlanCompensation Committee shallwill have full and final authority and discretion, including the full power tofollowing rights, powers and authorities to: (1) determine the personsparticipants to whom and the time or times at which awardsAwards will be made; (2) determine the number and exercise price of shares of our Common Stockcommon stock covered in each award, subject to the terms and provisions of the 2004 Plan;Award; (3) 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;Award; (4) accelerate the time at which any outstanding awardAward will vest; (5) prescribe, amend and rescind rules and regulations relating to administration of the 2004 Plan;2016 LTIP; and (6) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the 2004 Plan.2016 LTIP.

        Eligibility.    Key employees who have substantial responsibility for        All determinations and decisions made by the Compensation Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Compensation Committee will be final, conclusive and binding on all parties.

        With respect to each Award granted under the 2016 LTIP, we will enter into a written or involvementelectronic award agreement with the managementparticipant which describes the terms and growthconditions of the Award, including (1) the type of Award and when and how it may be exercised or earned, (2) any exercise price associated with the Award, (3) how the Award will or may be settled and (4) any other applicable terms and conditions affecting the Award.

Eligibility

        The Compensation Committee may select any (1) employees of the Company orand its subsidiariesaffiliates, (2) persons who have agreed to become employees of the Company and its affiliates and are expected to become such within three months of the date of the Award, (3) non-employee directors of the Company and (4) consultants who render services to the Company or its affiliates (other than the prohibited services described in the 2016 LTIP) to receive Awards under the 2016 LTIP. As of May 1, 2016, there were approximately 25,000 employees of the Company and its affiliates and nine non-employee directors of the Company. We are unable to reasonably estimate the number of third-party consultants who will be eligible to receive awards (other than incentive stock options)Awards under the 2004 Plan. An2016 LTIP.

Available Common Stock

The Men's Wearhouse, Inc. 2015 Proxy Statement        

        To the extent that the aggregate fair market value (as defined in the 2016 LTIP) of shares of our Common Stockcommon stock with respect to which incentive stock optionsISOs first become exercisable by a holder of such awardparticipant in any calendar year exceeds $100,000, taking into account bothsuch Options will be treated as NQSOs. The exercise price of any Option will at least equal the fair market value of the our common stock (i.e., the closing price of the our common stock on the NYSE) on the date the Option is granted, and may be paid (1) in cash, (2) by tendering previously-acquired shares of our Common Stock subjectcommon stock, (3) by a cashless exercise or (4) through any other method approved by the Compensation Committee. The Compensation Committee will also determine the term of the option (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the Option, all of which will be reflected in the related award agreement. The award agreement will specify whether the Option is intended to incentivebe an ISO or a NQSO. The Compensation Committee may grant all of the common stock options

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available for issuance under the 2004 Plan and our Common Stock subject2016 LTIP with respect to incentive stock options under all other plansISOs. However, the Compensation Committee may only grant ISOs to employees of the Company such options shallor its subsidiaries, and ISOs will be treated as nonqualified stock options. In reducingsubject to certain additional restrictions, including without limitation compliance with the numberrequirements 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 exerciseSection 422 of the option.Code.

        Stock Appreciation Rights.    The 2004 Plan authorizesCompensation Committee may grant SARs at any time during the Plan Committee to issue stock appreciation rights ("SARs") to eligible personsterm of the 2016 LTIP in such number and upon such terms as it determines. The exercise price of any SAR will at least equal the fair market value of our common stock on the date the SAR is granted. The Compensation Committee will also determine the term of the SAR (which may not exceed ten years), the vesting terms and conditions asand any other terms and conditions of the SAR, all of which will be reflected in the related award agreement. Upon exercise of a SAR, a participant will be entitled to receive a payment from the Company in an amount 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 tomultiplying the excess of the fair market value of onea share of our Common Stockcommon stock on the date of exercise over the grant price of the SAR which shall not be less than 100 percentby the number of the fair market value of one shareshares of our Common Stock on the date of grant ofcommon stock with respect to which 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

The Men's Wearhouse, Inc. 2015 Proxy Statement        

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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.is exercised. A SAR may not be granted with any dividend equivalent rights.settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee.

        Restricted Stock.    The PlanCompensation Committee may impose such conditions and/or restrictions on anygrant shares of our CommonRestricted Stock receivedat any time during the term of the 2016 LTIP in such number and upon exercise of a SAR granted pursuant to the 2004 Plansuch terms as it may deem advisable or desirable. Thesedetermines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions may include, but shall notapplicable to each Restricted Stock Award, all of which will be limited to, a requirementreflected in the related award agreement. During the period that the holder of such award hold the shares of our CommonRestricted Stock received upon exerciseremain subject to forfeiture, (1) we may retain the certificates representing shares of Restricted Stock, (2) 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 SARsparticipant may be exercised in wholenot sell or in part, and (b) tandem SARs may be exercised for all or part ofotherwise transfer the shares of our CommonRestricted Stock subject toand (3) unless otherwise provided in the related option upon the surrender of the rightaward agreement, a participant will generally be entitled to exercise the equivalent portion of the related option. A tandem SAR may be exercised onlyfull voting rights and receive all dividends paid with respect to the shares of our CommonRestricted 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(except that receipt of any dividends 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;same terms, conditions 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,restrictions 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 respectapply 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.Restricted Stock).

        Deferred Stock Unit Awards.    The 2004 Plan authorizes the PlanCompensation Committee tomay grant DSUs to eligible personsat any time during the term of the 2016 LTIP in such amountsnumber and upon such terms as the Plan Committee shall determine. Eachit determines. The value of any DSU shall have a valuewill equal to the fair market value of a share of our Common Stock.common stock. The amount of,Compensation Committee will determine the terms, conditions and any vesting, transferability and the transferabilityforfeiture restrictions applicable to each DSU Award, all of which will be reflected in the related award agreement. The award agreement for a DSU may also specify that the holder of the DSU Award will be entitled to the payment of dividend equivalents under the Award. Unless otherwise provided in the related award agreement, any dividend equivalents paid under a DSU award shallAward will be subject to the same vesting, transferability and forfeiture restrictions as the Award with respect to which such dividend equivalents are to be paid. A DSU may be settled in our common stock, cash or a combination thereof, as 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 madeCompensation Committee at such time as is specified in the applicable award agreement.

        An        Performance Awards.    The Compensation Committee may grant Cash-Based Awards, Performance Stock Awards and Performance Unit Awards at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Cash-Based Award, Performance Stock Award and Performance Unit Award, all of which will be reflected in the related award agreement for a DSU may specify thatagreement. Such restrictions will be based upon the holderattainment of such award shall be entitled toperformance goals determined by the paymentCompensation Committee. The Compensation Committee will base the performance goals on one or more of dividend equivalents under the award. Each recipientfollowing performance criteria enumerated in the 2016 LTIP:

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revenue, revenue growth, product revenue growth, revenue ratios and net revenue;



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net income or loss, operating income and pre-tax or after-tax income or loss (before or after allocation of DSUs shall have no rights of a shareholder with respect to such recipient's DSUs.

corporate overhead and bonus);

The Men's Wearhouse, Inc. 2015 Proxy Statement        

        To the extent permitted by Section 162(m) of the Code, the Compensation Committee may provide that amounts relating to or arising from one or more of the following may be included or excluded from the performance goals on a non-discretionary basis: (1) unusual, infrequently occurring or non-recurring events affecting the Company and/or its affiliates; (2) changes in applicable tax laws; (3) changes in accounting principles; (4) changes related to restructured or discontinued operations; (5) restatement of prior financial results; and (6) any other unusual, infrequently occurring or non-recurring gain or loss including those described in the Financial Accounting Standards Board's authoritative guidance, footnotes to the Company's financial statements, in management's discussion and analysis of financial condition and results of operations appearing in the Company's reports on Form 10-K, 10-Q or 8-K for the applicable year and/or appearing in a press release reporting the Company's earnings for any fiscal period. Under the 2004 Plan,2016 LTIP, the PlanCompensation Committee may grant performance stockhas the authority to exercise negative discretion and performance unit awardsreduce (but not increase with respect to eligible personsholders of Awards who are Covered Employees or who, in such amounts and upon such terms as the Plan Committee shall determine.

        TheCompensation Committee's judgment, are likely to be Covered Employees) the amount of a Cash-Based Award, Performance Stock Award or Performance Unit Award actually paid to a participant.

        For each Cash-Based Award, Performance Stock Award or Performance Unit Award granted to a covered employee, the vesting, andCompensation Committee will establish the transferability restrictions applicable to any performance stock or performance unit award shall be based upon the attainment of such performance goals aswhile the Plan Committee may determine. Aoutcome of the applicable performance goal for a particular performance stock or performance unit award must be established by the Plan Committeegoals is substantially uncertain, but in any event prior to the earlier to occur of (a)(1) 90 days after the commencement of the period of service to which the performance goal relates or (b)and (2) the lapse of 25 percent of the period of service, and in any event while the outcome is substantially uncertain. Aservice. Each 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).met.

        Subject to the terms and conditions of the 2004 Plan,2016 LTIP, each holder of a performance stock award or a performance unit award payable in shares of our CommonPerformance Stock shallAward will have all the rights of a shareholder with respect to the shares of our common stock issued to suchthe holder pursuant to the awardAward during any period in which such issued shares of our Common Stockcommon stock are subject to forfeiture and restrictions on transfer, including the right to vote such shares of stock.stock; provided, however, that the holder shall not receive payment of dividends until and only to the extent that the performance goals applicable to such Award are satisfied. An award agreement for a performance unit awardPerformance Unit Award may