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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, 20164, 2017

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, 2016,15, 2017, at our Executive Officesexecutive offices located at 6100 Stevenson Blvd, Fremont, California 94538. Holders of record of our common stock as of April 19, 201618, 2017 are entitled to notice of, and to vote at, the Annual Meeting.

        At Tailored Brands, we help men love how they look. Our mission is to provide a personal, convenient, one-of-a-kind shopping experience with compelling products and world-class service. Over the past 43 years, we have built a strong foundation by understanding and serving our customers better than anyone else. Today's retail landscape is changing rapidly and we are responding. We are positioning Tailored Brands for long-term growth and value creation by executing on our strategy to (1) "Be the Authority" by helping men dress for work, special occasions and everyday life, (2) "Own the Easy" by offering unmatched convenience to our customers, and (3) "Make it Personal" by curating personalized and custom offerings for our customers.

        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,
		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 these5, 2017, proxy materials availableor a Notice of Internet Availability will be sent to youshareholders in connection with our solicitation of proxies, on behalf of our Board of Directors, for the 2016this year's Annual Meeting of Shareholders.

		By Order of the Board of Directors
		A. Alexander Rhodes Corporate Secretary

May 5, 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 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 Deloitte & Touche LLP as our independent registered public accounting firm is considered to be a routine matter.

        Even if you plan to attend our Annual Meeting in person, please read this proxy statement carefully and vote as 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 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 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 Tailored 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, 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.4, 2017

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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 16, 201615, 2017

        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 two main executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072, and 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 Thursday, June 16, 2016,15, 2017, at the Company's Fremont, California office, or any adjournment(s) thereof (the "Annual Meeting").

        The Annual Meeting will be held to:

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elect all tennine directors to our Board of Directors for the coming year;



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adopt an amendment to the Tailored Brands, Inc. 2016 Long-Term Incentive Plan;



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adoptPlan and reapprove the Tailored Brands, Inc. 2016 Cash Incentive Plan;



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approve an amendment to our Bylaws to require the resignationmaterial terms of any director who does not receive a majority vote in uncontested director elections;performance goals;



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approve, on an advisory basis, the compensation of our named executive officers;



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approve, on an advisory basis, the frequency of holding future advisory votes to approve the compensation of our named executive officers;



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ratify Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2016;2017; and



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

        On or about May 6, 2016,5, 2017, we began mailing to the holders of record of our common stock, $.01 par value per share ("common stock"), on April 19, 201618, 2017 (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, 201628, 2017 over the Internet. At the close of business on the Record Date, there were outstanding and entitled to vote 48,629,97849,048,248 shares of our common stock, and only the holders of record on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

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ii        Tailored Brands, Inc. 2017 Proxy Statement

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2016 PROXY STATEMENT SUMMARY

        This summary highlights information contained in this proxy statement.You should read the entire proxy statement carefully before voting.

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VOTING AND OTHER INFORMATION

        Who is soliciting my vote?    The Board of Directors of Tailored Brands, Inc. is soliciting your vote at the Annual Meeting of Shareholders. Costs of the solicitation are being borne by the Company.

        Who may vote?    You may vote if you were the holder of record of shares of our common stock at the close of business on April 19, 2016, also referred to as the "Record Date". Only holders of record at the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. You are entitled to one vote on each matter presented at the Annual Meeting for each share of our common stock for which you were the holder of record on the Record Date. If you held shares of our common stock in "street name" (usually through a bank, broker, or other nominee) 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:

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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.



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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:

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the election of the ten director nominees named in this proxy statement to our Board of Directors;



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



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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 majority vote in uncontested director elections;



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



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ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 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 stock issued and outstanding on 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 April 19, 2016, we had 48,629,978 shares of our common 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 all of our outstanding shares is required to approve the amendment to our Bylaws. For all other 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, and, except as discussed below with respect to advisory votes, have the same effect as a vote against a 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 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. 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, 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 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 stock will result with respect to these proposals.

        If your shares of our common 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.

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        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 Annual 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 stock as follows:

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



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



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



•

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



•

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



•

"FOR" the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2016.

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

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



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



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voting in person at the Annual Meeting.

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

        Why did I receive a Notice of 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 of Availability of Proxy Materials will be delivered to all of our 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.The Notice of Internet Availability of Proxy Materials only identifies the items to be 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 cast your vote.

        How can I access the proxy materials over the Internet?    You can access this proxy statement and our 2015 Annual Report on Form 10-K at www.tailoredbrands.com under "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 of 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 2015 Annual Report on Form 10-K in your notice. We will mail a paper copy of the proxy materials and our 2015 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 of Internet Availability of Proxy Materials or more than one paper copy of the proxy materials?    Certain shareholders may receive more than one Notice of Internet Availability of Proxy Materials or more than one paper copy of the proxy materials, including multiple proxy cards. For example, if you hold shares of our common stock in more than one brokerage account, you may receive a separate notice or a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares of our common stock are registered in more than one name, you may receive a separate notice or a separate set of paper proxy materials and proxy card for each name in which you hold shares. To vote all of your shares of our common stock, you must complete, sign, date, and return each proxy card you receive or vote the shares to which each proxy card relates. If you hold shares of our common stock in one or more street names, you must complete, sign, date, and return to each bank, broker or other nominee through whom you hold shares each instruction card received from that bank, broker or other nominee.

        How can I attend the Annual Meeting?    If you wish to attend the meeting in person and you are the record holder of shares of our common stock on April 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 stock as of April 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 stock on April 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 April 19, 2016, are examples of proof of ownership.

        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.

PROPOSAL 1:
ELECTION OF DIRECTORS

        At the Annual Meeting, tennine directors, constitutingwhich will constitute the entire Board of Directors of the Company (the "Board of Directors" or the "Board"), are 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.

        At a meeting on March 16, 2016,2017, the Board approved the recommendation of the Nominating and Corporate Governance Committee and nominated the following persons to stand for election at the Annual Meeting.

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        As required by our bylaws, each nominee has delivered a written, irrevocable resignation to the Company's Corporate Secretary to be considered by the Board in the event that a nominee receives less than a majority of the votes cast in an uncontested election of directors and effective thereafter only if the Board votes to accept the resignation by at least a majority vote of all directors.

        It is expected that all of the nominees 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 holders will vote the proxies for the remaining nominees and for any substitute nominees to be selected by the Nominating and Corporate Governance Committee and approved by the Board of Directors.

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        Further biographicalBiographical 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.,Lathi is the former Chief Executive Officer of One Kings Lane, Inc., a leading online destination for premium home décor, having joined the company in 2011 and holding a number of roles including Chief Financial Officer and Chief Operating Officer. 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.

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

        Mr. Edwab joined the Company in 1991 and has served as Senior Vice President, Treasurer and Chief Financial Officer of the Company. In 1993, he servedCompany 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 untilsince his retirement as an executive officer and employee of the Company onin October 1, 2014. He continues to serve asPrior thereto, he served the non-executiveCompany in various leadership roles, including Senior Vice President, Treasurer and Chief Financial Officer, Chief Operating Officer, President and executive Vice Chairman of the Board.Company. 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 1999,1995 and has served as Chief Executive Officer since June 2011. Prior thereto he served asthe Company in various leadership roles, including General Merchandise Manager. From 1999 to 2000, he served as Vice President – Merchandising and General Merchandise Manager. In April 2000, he was namedManager, Senior Vice President – Merchandising, and in March 2001, he was named Executive Vice President and Chief Operating Officer of K&G Men's Company. In March 2002, he was named Executive Vice President and General Merchandise Manager for the Company. In January 2005, he was namedCompany, 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.President.

        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.

        Ms. Britt joinedis a former Fortune 500 C-Suite executive, having spent 30 years in companies such as Kimberly-Clark, Kraft Foods and Campbell Soup CompanyCo, in 2005 and held a number ofprogressively higher leadership roles. Her more recent roles includingat Campbell were President, Pepperidge Farm, Inc.SVP Global Baking and Senior Vice President andSnacking, Global Chief Strategy Officer with responsibility for global strategy development, global marketing services and global consumer insights.President, North America Foodservice. Prior to Campbell, she held leadership roles with Kraft Foods and Kimberly-Clark. Ms. Britt currently serves on the boards of TerraVia Inc., including as Chairperson of the board and as member of their audit committee, and Dunkin Brands Group, Inc., including on theas Chair of their nominating and corporate governance committee and as a member of their 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 and the Nominating and Corporate Governance 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.

        Since November 2016, Mr. Lathi joined One Kings Lane, Inc.,Killion has been a leading online destinationmanaging partner of The Sierra Institute, a Dallas based human resources consortium, and he was Vice Chairman of Herbert Mines Associates, an executive search firm, from May 2015 to March 2016. Mr. Killion worked for premium home décor,the Zale Corporation from January 2008 until July 2014, serving as Chief Executive Officer from January 2010 until his retirement in 2011 and held2014. Prior to Zale, Mr. Killion served in a variety of positions at a number of rolesiconic retailers including Chief Financial Officer, Chief Operating OfficerTommy Hilfiger, Limited Brands (now L Brands), The Home Shopping Network and most recently Chief Executive OfficerMacy's. Mr. Killion has served on the board of directors of Express, Inc. since April 2012 and Libbey, Inc. since May 2014. PriorMr. Killion intends to One Kings Lane,resign from both boards effective June 2017 concurrent with his election to the Tailored Brands board. He also served on the board of directors of The Zale Corporation when he was CEO, from September 2010 to May 2014.

        Mr. Lathi spent seven years in variousKillion's extensive experience as a senior executive roles at eBay,and director in the retail industry, with particular expertise in merchandising and operations, human resources and organizational design, consumer brand marketing and advertising, and his ability to understand key issues for complex organizations such as business and leadership development and strategic planning qualify him to sit on our Board.

4        Tailored Brands, Inc. Prior to eBay, Mr. Lathi spent eight years in investment banking and private equity.2017 Proxy Statement

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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 twenty20 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.

        Mr. Questrom was ChairmanCommittee and Chief Executive Officer of Neiman Marcus, Inc. 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. 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 and SimpliPhi Power, Inc. (an energy management and storage company), 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 is a member of the Audit Committee.

        As of July 1, 2016, Mr. Stein is the President of Southern Glazers Wine and Spirits, North America's largest distributor of wine and spirits, and Chief Executive Officer of Glazer's Beer and Beverage, one of the country's largest distributors of malt products. Prior thereto, Mr. Stein was 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.

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

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

Tailored Brands, Inc. 2017 Proxy Statement        5

DIRECTOR COMPENSATION

        Mr. Ewert, our sole employee director, does not receive any additional compensation for his service as a director. Each of our non-employee directors receives an annual cash retainer of $125,000. In addition, Mr. Sechrest, as the Chairman of the Board, receives an additional annual cash retainer of $125,000. The Chair of the Audit Committee receives an additional annual cash retainer of $25,000, members of the Audit Committee who do not serve as the Chairman of the Board or a chair of another committee receive an additional annual cash retainer of $15,000 and any members of the Audit Committee who are also the Chairman of the Board or a chair of another committee receive an additional annual cash retainer of $10,000. The Chair of the Compensation Committee receives an additional annual cash retainer of $20,000 and the Chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $15,000.

        During fiscal 2015,Beginning in June 2016, each non-employee director on the last day of each fiscal quarter received a grant of a number of shares of restricted stock equal to $31,250 divided by the closing price of our common stock on the last trading day of such fiscal quarter. Upon appointment to the Board, any new director will receive a grant of 2,500 restricted shares of our common stock. Beginning in fiscal 2016, instead of quarterly equity grants, each non-employee director will receivereceives an annual equity grant equal to a number of shares of restricted stock or DSUsdeferred stock units equal to $125,000 divided by the closing price of our common stock as reported on the NYSENew York Stock Exchange ("NYSE") on the date of grant, which will be the date of our annual meeting of shareholders. If a director is appointed to the Board prior to an annual meeting, the appointed director receives a grant of 2,500 restricted shares of our common stock. As a result, in fiscal 2016:

•

each non-employee director on the last day of the first fiscal quarter received a final quarterly equity grant of 1,794 shares of restricted stock (equal to $31,250 divided by the closing price of our common stock on April 29, 2016, the last trading day of such fiscal quarter);



•

each non-employee director elected at the annual meeting of shareholders received an annual equity grant of 10,602 DSUs (equal to $125,000 divided by the closing price of our common stock on June 16, 2016), and



•

Mr. Lathi received 2,500 restricted shares on March 14, 2016.

All such awards are subject to the terms of the Tailored Brands, Inc. 2004 Long-Term Incentive Plan.Plan (the "2004 LTIP"). The restrictions on the restricted stock or DSU awards lapse one year after the date of grant or, if earlier, upon the occurrence of a change in control of the Company; provided, that if a director ceases to serve on the Board for any reason other than removal for cause, any outstanding restricted stock or DSUCompany. All future awards will vest on a pro rata basis based onbe granted under the number of completed months of service during the one-year vesting period.Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the "2016 LTIP").

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

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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 willwould perform in his new role and the Board's belief that the change in his role willwould be in the best interest of the Company, that his service as a director would satisfysatisfied his responsibilities under his employment agreement and permitpermitted the vesting of his equity awards, in each case as contemplated by his employment agreement. Accordingly,Therefore, 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 willwas required to 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 bewere 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 vestFor periods 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 onor after July 1, 2015, and for any future periods, Mr. Edwab will beis also 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 30, 2016:28, 2017:

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Tailored Brands, Inc. 2017 Proxy Statement        7

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DIRECTOR NOMINATIONS AND QUALIFICATIONS

        The Board is responsible for selecting director candidates. The Board has delegated the screening process for potential directors to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board and executives of the Company will be asked to take part in the process as appropriate. The Nominating and Corporate Governance Committee identifies individuals qualified to become Board members and recommends such individuals to the Board for its consideration.

        The Nominating and Corporate Governance Committee is responsible for reviewing with the Board the requisite skills, experiences, and characteristics of new Board candidates.needed on the Board. When evaluating candidates, the Board takes into account the composition of the entire Board, including the requirement that a majority of Board members be independent; the diversity of experiences and backgrounds represented on the Board; the need for financial, business, academic, public company and other expertise on the Board and its Committees; and the need to have directors who will work collegially to represent the best interests of the Company and its shareholders, its employees, and the communities in which we do business. This evaluation includes assessing the knowledge and experience of Board candidates in retail, finance, administration, operations, technology, risk management, social media, and marketing.

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        The Company considers diversity broadly to include differences of viewpoint, professional experience, individual characteristics, personal background, qualities, skills, qualifications, gender, and ethnicity/race. Although the Company does not have a formal policy with respect to the consideration of diversity in identifying director nominees, the Board and the Nominating and Corporate Governance

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Committee believebelieves that diversity in experiences, qualifications, backgrounds, and personal characteristics is important to the effectiveness of the Board's oversight of the Company. The Nominating and Corporate Governance Committee does not assign specific weight to particular factors and, depending on the current needs of the Board, may weigh certain factors more or less heavily.

        Director candidates should be able to provide insights and practical wisdom based on their experience and expertise. Directors are expected to prepare for, attend and participate in Board and Board Committee meetings, to ask direct questions and require straight answers, and to devote the time needed to properly discharge their responsibilities and duties as directors. Each Board member is expected to ensure that other existing and planned future commitments do not, and that they have no conflict of interest that would, materially interfere with the member's service as a director. Service on other boards and other commitments are considered by the Nominating and Corporate Governance Committee when reviewing Board candidates.

        The Board believes that each of its directors is knowledgeable and has significant insight relevant to the Company's businesses, has high ethical standards and personal integrity, takes his or her responsibility to the Board seriously, demonstrates strong leadership skills in his or her area of present and past expertise, has the interest, time available and commitment to fulfill his or her responsibilities as director, and has the ability and willingness to contribute with other directors and with management.

        Based on the all of these factors, the Company believes that each of its directors is qualified to serve on its Board of Directors.

        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 Mr. Killion, he was originally recommended by Ms. Britt and Mr. Lathi, the Committee engaged a professional search firm to provide potential candidates for their consideration.Nichols, who is one of our directors. After research, interviews and further deliberation, the Committee recommended Ms. Britt and Mr. LathiKillion 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. The Board will consider which committees Mr. Killion will serve on upon his election.

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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"Submitting Proposals For 20172018 Annual Meeting" section on page 7674 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 eightseven 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 Corporate Governance Guidelines. The Guidelines are available atwww.tailoredbrands.com under "Investor Relations – Corporate Governance – Governance Documents."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 Chairman of the Board is the presiding director for each executive session.

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

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least the nearest whole number to two-thirds that is less than two-thirds) must meet the following qualifications:

•

shall not have been employed by us as an executive officer in the past ten years;



•

is not an executive officer or director, or a person serving in a similar capacity with, nor an owner of more than 1% of the equity of, a significant customer, supplier, or service provider to us. For purposes hereof, "significant" shall mean circumstances where during the past fiscal year the business with the customer, supplier, or service provider equaled or exceeded either 1% of the revenue thereof or 1% of our revenue;



•

is not personally the accountant, lawyer, or financial advisor for compensation to any of our executive officers;



•

is not a trustee, director, or officer of any charitable organization that received contributions during the past fiscal year aggregating $100,000 or more from us;



•

has not within the last three years engaged in a related party transaction with us that was required to be disclosed in our proxy statement pursuant to Subpart 229.400 of Regulation S-K of the Rules and Regulations of the SEC;statement; and



•

is not a father, mother, wife, husband, daughter, son, father-in-law, mother-in-law, daughter-in-law, or son-in-law of a person who would not meet the foregoing qualifications.

        A director may not serve on more than four boards of directors of publicly-held companies (including our Board of Directors) unless the full Board determines that such service does not impair the director's performance of his or her duties to the Company. Directors are expected to report changes in their business or professional affiliations or responsibilities, including retirement, to the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee and will be expected to offer to resign if the Nominating and Corporate Governance Committee concludes that the director no longer meets our requirements for service on the Board. The Nominating and Corporate Governance Committee of the Board may establish from time to time additional qualifications for directors, taking into account the composition and expertise of the entire Board.

        The Board of Directors has affirmatively determined that each member of the Board, with the exception of Mr. Edwab and Mr. Ewert, and each nominee for director is independent in accordance with NYSE Listing Standards and our Guidelines and has no current material relationship with the Company, except as a director. When determining whether a director qualifies as independent, the Board, in accordance with NYSE rules, broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly (as a partner, shareholder or officer of an organization that has a relationship with the Company), other than serving as one of our directors.

        The Board of Directors believes that it is beneficial to the Company and increases the effectiveness of the Board to have an independent director integrally involved in establishing and leading the Board agenda and interacting with management on a regular basis. As a result, the Board of Directors has appointed Mr. SechrestLathi to serve as the non-executive Chairman of the Board. In his capacity as Chairman, Mr. SechrestLathi consults regularly with Mr. Ewert and other members of management; has primary responsibility with Mr. Ewert for preparing the agenda for Board meetings; leads the meetings of the Board of Directors with Mr. Ewert; and chairs the executive sessions of the Board. We believe that the bifurcation of the chairman and chief executive officer roles leads to more prudent risk management practices and brings a level of oversight to management activities that may not otherwise exist if the chairman and chief executive officer was a single individual. The Board periodically reviews our leadership structure and

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leadership structure and retains the authority to modify the structure, as and when appropriate, to address our then current circumstances.

        In addition, the Company recently instituted an Office of the Chairman consisting of Mr. Lathi (non-executive Chairman of the Board), Mr. Ewert (Chief Executive Officer) and Bruce K. Thorn (President and Chief Operating Officer), which was created as a platform for these leaders to use their individual and collective expertise to work on strategic initiatives to improve our innovation, speed and quality of execution.

        The Board and its Committees play an important role in overseeing management's identification, assessment, and mitigation of risks that are material to us. The Board has ultimate oversight responsibility for our risk management program and discharges many of its responsibilities and oversight functions with respect to risk through its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

        In particular, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal controls, legal and regulatory compliance, our audit, accounting and financial reporting processes, and the evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees. The Audit Committee also periodically reviews with our General Counsel legal matters, if any, that may have a material adverse impact on our financial statements, compliance with laws, and material reports, if any, received from regulatory agencies.

        The Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs. In connection with its oversight responsibility, the Compensation Committee periodically reviews and evaluates our compensation programs to determine if there are any pay practices that may create, and any factors that may reduce the likelihood of, excessive risk taking by our employees to determine whether our compensation program presents a material risk to us. Based on its most current review and evaluation, the Compensation Committee has concluded that our compensation programs for our employees (including our executive officers) do not create risks that are reasonably likely to have a material adverse effect on us.

        The Nominating and Corporate Governance Committee oversees risks associated with corporate governance, business conduct, and ethics.

        Our Board of Directors holds a regular meeting in conjunction with the Annual Meeting of Shareholders. Therefore, the directors are encouraged to and generally attend our Annual Meeting of Shareholders. AllNine of our thenten current directors attended our 20152016 Annual Meeting of Shareholders.

        The Board believes that it is important for shareholders and other interested parties to have a process by which to send communications to the Board. 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 may do so by sending communications to them in care of the Corporate Secretary, 6100 Stevenson Blvd., Fremont, California 94538.94538 or via email at CorporateSecretary@tailoredbrands.com. All such communications will be reviewed by the Company and forwarded to Board members as appropriate.

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        During the fiscal year ended January 30, 2016,28, 2017, the Board of Directors held sevenfive meetings. Each director attended allat least 75% of the meetings of the Board of Directors and each committee of which the director was a member.

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        The Board of Directors has established three standing committees: Audit, Compensation and Nominating and Corporate Governance. The committee(s) on which each director serves is set forth below:

Audit Committee

        The Audit Committee operates under a written 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's responsibilities to the Board of Directors are detailed in the Audit Committee Charter, which can be found on the Company's website, under "Investors – Corporate Governance – Governance Documents," and are discussed in further detail in the Audit Committee's report which appears on page 7169 of this proxy statement. During the fiscal year ended January 30, 2016,28, 2017, the Audit Committee held fiveseven meetings.

Compensation Committee

        The Compensation Committee operates under a written 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,"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 of 1986, as amended (the "Code"). The Compensation Committee assists 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 compensation and benefit programs and pay levels for the Company's Chief Executive Officer and for executive officers below the

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chief executive officer level. The Compensation Committee's responsibilities to the Board of Directors are detailed in the Compensation Committee Charter which can be found on the Company's website under "Investors – Corporate Governance – Governance Documents."website. During the fiscal year ended

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January 30, 2016,28, 2017, the Compensation Committee held seven meetings. The Compensation Committee's report appears on page 5551 of this proxy statement.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee operates under a written 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 is responsible for reviewing and approving the overall corporate governance policies for the Company, for identifying, screening, recruiting and presenting director candidates to the Board of Directors consistent with criteria approved by the Board, nominating directors for Board seats and committee membership, and overseeing Board and Board Committee evaluations. The Nominating and Corporate Governance Committee's responsibilities to the Board of Directors are detailed in the Nominating and Corporate Governance Committee Charter which can be found on the Company's website under "Investors – Corporate Governance – Governance Documents."website. During the fiscal year ended January 30, 2016,28, 2017, the Nominating and Corporate Governance Committee held one meeting.three meetings.

        The Board believes that directors should be shareholders and have a financial stake in the Company. Therefore, the Board requires directors to hold an ownership position in the Company, equal to the lesser of 12,000 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 havehas until December 2020 and Marchthe end of fiscal 2021 respectively, to do so. If elected, Mr. Killion will have until the end of fiscal 2022 to meet the ownership requirement.

        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":

•

Bylaws



•

Corporate Governance Guidelines



•

Audit Committee Charter



•

Compensation Committee Charter



•

Nominating and Corporate Governance Charter



•

Director and Senior Executive Officer Stock Ownership Guidelines



•

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

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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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        During fiscal 2015,2016, 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.

        During fiscal 2015,2016, 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.

PROPOSAL 2:
ADOPTION OF AN AMENDMENT TO THE 2016
2016 LONG-TERM INCENTIVE PLAN AND REAPPROVAL
OF MATERIAL TERMS OF PERFORMANCE GOALS

        The

        On April 12, 2017, pursuant to authority delegated by the Board proposes thaton March 16, 2017, the Compensation Committee unanimously adopted, subject to approval by our shareholders, approve the adoption ofan amendment (the "Amendment") to the Tailored Brands, Inc. 2016 Long-Term Incentive Plan to: (1) expand the definition of "Preexisting Plan" to apply to The Men's Wearhouse, Inc. 1996 Long-Term Incentive Plan (the "2016"1996 LTIP"). On March 16, 2016, based upon in addition to the recommendationTailored Brands, Inc. 2004 Long-Term Incentive Plan (the "2004 LTIP"); (2) increase the number of the Compensation Committee, the Board adoptedshares of common stock available for issuance under the 2016 LTIP subject to approval by our shareholders. Set2.9 million shares; (3) revise the share recirculation provision set forth below is a summary of the material featuresin Section 4.2 of the 2016 LTIP, which summary is qualified in its entirety byLTIP; and (4) impose a minimum vesting requirement on all Awards (as defined below) under the text of2016 LTIP. In this Proposal 2, we are asking our shareholders to approve the 2016 LTIP, a copyas proposed to be amended by the Amendment, and reapprove the material terms of which is attached to this proxy statementthe performance goals for Cash-Based Awards, Performance Stock Awards and Performance Unit Awards (each, as Appendix A.defined below) under the 2016 LTIP for purposes of compliance

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with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder ("Section 162(m)").

        The purpose of the 2016 LTIP is to advance the interests of the Company and its shareholders and promote the long-term growth of the Company by providing participants with incentives to maximize shareholder value and to otherwise contribute to the success of the Company, thereby aligning 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 Company. The 2016 LTIP serves these purposes by making equity-based and equity-related awards ("Awards") available for grant to eligible participants in the form of:

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nonqualified stock options to purchase our common stock ("NQSOs");



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incentive stock options to purchase our common stock ("ISOs" and, together 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



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

        The proposed Amendment makes the following changes to the 2016 LTIP.

        Expand Definition of "Preexisting Plan" to Apply to the 1996 LTIP.    The Amendment expands the definition of "Preexisting Plan" to also apply to the 1996 LTIP. The proposed expansion of the definition of "Preexisting Plan" subjects the 1996 LTIP to the share recirculation provision set forth in Section 4.2 of the 2016 LTIP and, as a result, any shares of common stock subject to outstanding awards under the 2004 LTIP or the 1996 LTIP as of May 5, 2016 that on or after May 5, 2016 cease for any reason to be subject to such awards other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in shares of common stock will immediately become available to be issued pursuant to an Award granted under the 2016 LTIP and would not count against the 9.3 million share limit (additional revisions to the share recirculation provision are described below in "– Revisions to Share Recirculation Provision". We believe that revising the definition of "Preexisting Plan" provision to also apply to the 1996 LTIP is consistent with the 2016 LTIP's treatment of the 2004 LTIP and would also advance the purposes described below in "– Increase in Share Authorization".

        Increase in Share Authorization.    We are proposing to increase the maximum aggregate number of shares of common stock available for issuance under the 2016 LTIP by 2.9 million shares from 6.4 million shares to 9.3 million shares. The Board and management believe equity compensation is a valuable tool to maintain the Company's ability to attract and retain key personnel, continue to provide them with strong incentives to contribute to the Company's future success and align the interests of our personnel with the

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interests of our shareholders. Accordingly, we strongly believe that the Amendment is important to our future success. If our shareholders approve the 2016 LTIP: (1) the Company willAmendment, we would expect to have 6,400,000a sufficient number of shares of common stock available for future grantissuance under the 2016 LTIP less (a) one shareto continue to provide equity-based incentive compensation through fiscal 2019 and we would not intend to request shareholder approval of common stock for every share of common stock subject to an Option or SAR granted after May 1, 2016additional shares under our existing long-termany employee equity incentive plan prior to fiscal 2019. If our shareholders do not approve the Tailored Brands, Inc. 2004 Long-Term Incentive Plan (the "2004 LTIP"), and (b) twoAmendment, we may not have sufficient shares of common stock for every share of common stock subject to any 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, with2016 LTIP to fully execute our equity compensation program beyond fiscal 2017. We believe that such a weighted average exercise pricelack of $29.26available equity would materially limit our ability to attract, retain and motivate individuals integral to achieving our business goals and objectives and place us at a weighted average termcompetitive disadvantage.

        We recognize that equity awards dilute existing shareholders. In reaching our conclusion as to expirationthe appropriate number 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.

to seek to add to the 2016 LTIP in this proposal, we reviewed, among other things, our burn rate. Burn rate measures how rapidly a company is depleting its shares reserved for equity compensation, and is commonly used by investors and proxy advisory firms to evaluate proposals relating to equity compensation plans. Our average share usage rate, sometimes referred to as burn rate over the three years ended January 30, 201628, 2017 (calculated as equity-based awards granted at target under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately 1.2%2.1%. Based on thatOur average share usageburn rate over the three years ended January 28, 2017 is generally consistent with the recent median practice among our peers for compensation benchmarking purposes, and recent stock price,is well below the 6.4 million shares should enable us to continue to grant equity incentive compensation for the next 2 years or more.industry benchmark published by a major proxy advisory firm indicating an excessive burn rate. The potential dilution resulting from issuing all 6.4 millionthe aggregate number of shares authorizedof common stock that would be available for issuance under the 2016 LTIP upon approval of this proposal (i.e., the approximately 5.9 million shares currently remaining for issuance plus the additional 2.9 million shares requested for issuance) and taking into account outstanding awards, would be 15.7%19.2% on a fully-diluted basis.

        For more information concerning the number of shares of common stock available for issuance under the 2016 LTIP and the outstanding awards under the 2016 LTIP and its predecessor plans, see "– New Plan Benefits" and "Equity Compensation Plan Information" on pages 30 and 31 of this proxy statement, respectively.

        Revise Share Recirculation Provision.    The 2016 LTIP's share recirculation provision provides that the following shares of common stockwill count against the aggregate number of shares of common stock available for issuance under the 2016 LTIP: (1) shares withheld from payment of an Award (or an award under the 2004 LTIP) to satisfy tax obligations with respect to the Award; (2) shares tendered in payment of the Option Price of an Option (or an option under the 2004 LTIP); and (3) shares subject to a Stock Appreciation Right (or a stock appreciation right under the 2004 LTIP) that is settled in shares. The Amendment's share recirculation provision provides that the following shares of common stockwill not become available to be issued pursuant to an Award: (1) shares withheld from payment of an Award (or an award under the 1996 LTIP or the 2004 LTIP) to satisfy tax obligations with respect to the Award; (2) shares tendered in payment of the Option Price of an Option (or an option under the 1996 LTIP or the 2004 LTIP); and (3) shares subject to a Stock Appreciation Right (or a stock appreciation right under the 1996 LTIP or the 2004 LTIP) that is settled in shares. We believe that the proposed revisions to the share recirculation provision conform the 2016 LTIP's share recirculation provision to the customary structure of contemporary share recirculation provisions by eliminating the possibility that shares subject to awards under the 1996 LTIP or the 2004 LTIP will count against the share authorization under multiple plans.

        Impose Minimum Vesting Requirements on All Award Types.    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. The Amendment extends this minimum vesting requirement to all Award types and

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provides that no Award under the 2016 LTIP 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. We believe that extending the minimum vesting requirements to apply to all Awards is a developing best practice and reflects our commitment to good corporate governance.

        In connection with the approval of the 2016 LTIP, as proposed to be amended by the Amendment, we are also asking our shareholders to reapprove the material terms of the performance goals for Cash-Based Awards, Performance Stock Awards and Performance Unit Awards set forth in the 2016 LTIP. Our shareholders approved these same performance goals at our 2016 Annual Meeting of Shareholders. This reapproval will provide us with the continued flexibility to grant awards under the 2016 LTIP that qualify as "performance-based" compensation under Section 162(m). Section 162(m) generally limits the deduction that we may take for certain remuneration paid in excess of $1,000,000 to any "covered employee" (as defined in Section 162(m)) in any one taxable year. Compensation that qualifies as "performance-based" is excluded for purposes of calculating the amount of compensation subject to the $1,000,000 million limit. One of the requirements that must be satisfied to qualify as "performance-based" compensation is that the material terms of the performance goals under which the compensation may be paid must be disclosed to and approved by a majority vote of the company's shareholders at least once every five years. For purposes of Section 162(m), the material terms of the performance goals generally include: (1) the individuals eligible to receive compensation upon achievement of performance goals; (2) the business criteria on which the performance goals may be based; and (3) the maximum amount that may be paid to an individual upon attainment of the performance goals.

        Each of these material terms as they relate to the 2016 LTIP is discussed below, and by approving the 2016 LTIP, as proposed to be amended by the Amendment, our shareholders also will be reapproving the material terms of the performance goals under the 2016 LTIP for purposes of the shareholder approval requirements of Section 162(m).

        The 2016 LTIP, as proposed to be amended by the Amendment, includes provisions designed 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 (or an award under the 1996 LTIP or the 2004 LTIP) to satisfy tax obligations with respect to the Award; (2) shares tendered in payment of the exercise price of an Option;Option (or an option under the 1996 LTIP or the 2004 LTIP); (3) shares not issued upon the "net settlement" of a SAR;SAR (or a stock appreciation right under the 1996 LTIP or the 2004 LTIP); 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 1996 LTIP or the 2004 LTIP).



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MINIMUM VESTING REQUIREMENTS. The 2016 LTIP provides that no Option or SARAward 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.

available for issuance under the 2016 LTIP with respect to ISOs. However, the Compensation Committee may only grant ISOs to employees of the Company or its subsidiaries, and ISOs will be subject to certain

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additional restrictions, including without limitation compliance with the requirements of Section 422 of the Code.

        Stock Appreciation Rights.    The Compensation Committee may grant SARs at any time during the term 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 and 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 multiplying the excess of the fair market value of a share of our common stock on the date of exercise over the grant price of the SAR by the number of shares of our common stock with respect to which the SAR is exercised. A SAR may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee.

        Restricted Stock.    The Compensation Committee may grant shares of Restricted Stock 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 Restricted Stock Award, all of which will be reflected in the related award agreement. During the period that the shares of Restricted Stock remain subject to forfeiture, (1) we may retain the certificates representing shares of Restricted Stock, (2) a participant may not sell or otherwise transfer the shares of Restricted Stock and (3) unless otherwise provided in the related award agreement, a participant will generally be entitled to exercise full voting rights and receive all dividends paid with respect to the shares of Restricted Stock (except that receipt of any dividends will be subject to the same terms, conditions and restrictions as apply to the shares of Restricted Stock).

        Deferred Stock Unit Awards.    The Compensation Committee may grant DSUs at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The value of any DSU will equal the fair market value of a share of our common stock. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture 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, anyAny dividend equivalents paid under a DSU Award 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 Compensation Committee at such time as is specified in the applicable award agreement.

        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. Such restrictions will be based upon the attainment of performance goals determined by the Compensation Committee. The Compensation Committee will base the performance goals on one or more of the following 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 corporate overhead and bonus);

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earnings, net earnings, earnings before interest, taxes, depreciation, and amortization, earnings before any one of, or combination of two or more of, interest, taxes, depreciation, amortization and/or any other financial adjustment to earnings reflected in the Company's audited financial

statements that is allowed under generally accepted accounting principles, earnings per share and earnings per share growth;



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economic value and economic value added;



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gross profits, operating profits, net operating profit, net profits, profit return and profit before tax;



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gross margin, profit margins, cash margins and operating margin;



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year-end cash;



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cash return on capitalization;



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operating expense, operating expense as a percentage of revenue, improvement in or attainment of expense levels, expense reductions, cost reductions and cost ratios;



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gross sales, net sales, sales growth and comparable sales growth;



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stock price and comparisons with various stock market indices;



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return on equity, return on assets, return on net assets, return on capital, return on capital compared to cost of capital, cost of capital, assets under management, return on capital employed and return on invested capital;



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debt to capital ratio and debt reduction;



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shareholder equity;



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improvement in or attainment of working capital levels, including cash, inventory levels and accounts receivable levels;



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total shareholder return, shareholder return, shareholder value and growth in shareholder value relative to a pre-determined index;



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financial ratios (including those measuring liquidity, activity, profitability or leverage) and financial return ratio;



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cash flow, net cash flow, cash flow from operations, net cash provided by operating activities, free cash flow, cash flow per share (before or after dividends), cash flow return on investment, cash value added performance and net cash flow before financing activities;



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market share;



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proceeds from dispositions;



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project completion time and budget goals;



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financing and other capital raising transactions (including sales of the company's equity or debt securities);



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acquisitions and divestitures;



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operating efficiencies;



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total market value;



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credit rating;



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sales or licenses of the Company's and its affiliates' assets, including intellectual property, whether in a particular jurisdiction or territory or globally;

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customer growth, customer satisfaction, customer satisfaction rating, customer complaint frequency, incident resolution success ratio and problem resolution success ratio;



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strategic plan development and implementation and succession plan development and implementation; and

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        We intend for compensation payable under the 2016 Incentive Plan to constitute "qualified performance-based compensation" for purposes of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder. Section 162(m) generally limits the deduction that we may take for certain remuneration paid in excess of $1,000,000 to any "covered employee" (as defined in Section 162(m)) in any one taxable year. Compensation payable under the 2016 Incentive Plan will not count against this $1,000,000 deduction limitation provided that such compensation (1) is contingent on the achievement of one or more performance objectives based on the performance criteria enumerated in the 2016 Incentive Plan and (2) otherwise satisfies the requirements for qualified performance-based compensation under Section 162(m). We are submitting the 2016 Incentive Plan, including the performance criteria set forth therein, to our shareholders for approval at the Annual Meeting to ensure that the compensation payable under the 2016 Incentive Plan will be deductible as qualified performance-based compensation.

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Administration

        The Compensation Committee will administer the 2016 Incentive Plan. The 2016 Incentive Plan requires the Compensation Committee to be comprised of at least two directors and, to the extent necessary under Section 162(m) of the Code and the Treasury Regulations promulgated thereunder, each member of the Compensation Committee will be an "outside director" (within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder). The Compensation Committee currently consists of three directors, each of whom is an "outside director." The Compensation Committee will have the authority to select the individuals to whom awards may be granted, grant awards and determine the terms and conditions of each award. The Compensation Committee will also have the authority to construe, interpret and administer the 2016 Incentive Plan. The Compensation Committee may not, however, interpret the 2016 Incentive Plan in a manner that would cause any award intended to constitute qualified performance-based compensation under Section 162(m) to fail to so qualify with respect to a covered employee. All determinations made by the Compensation Committee will be final and conclusive on all participants and other persons.

Eligibility

        The Compensation Committee may select any officer or other key employee of the Company or any of its affiliates to participate in the 2016 Incentive Plan. The Compensation Committee will select the individuals eligible to participate in the 2016 Incentive Plan for each performance period, which will consist of each fiscal year (or portion thereof) of the Company, or such other period of twelve months or less as determined by the Compensation Committee. As of April 4, 2016, there were approximately 12 officers and other key employees of the Company and its affiliates.

Description of Awards

        For each performance period, the Compensation Committee may grant awards in such amounts and on such terms as it determines. For each award granted under the 2016 Incentive Plan, the Compensation Committee will establish one or more performance objectives that will be applied to determine the amount of compensation payable with respect to such award. The Compensation Committee will base the performance objectives on one or more of the following performance criteria enumerated in the 2016 Incentive Plan:

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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 corporate overhead and bonus);



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earnings, net earnings, earnings before interest, taxes, depreciation, and amortization, earnings before any one of, or combination of two or more of, interest, taxes, depreciation, amortization and/or any other financial adjustment to earnings reflected in the Company's audited financial statements that is allowed under generally accepted accounting principles, earnings per share and earnings per share growth;



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economic value and economic value added;



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gross profits, operating profits, net operating profit, net profits, profit return and profit before tax;



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gross margin, profit margins, cash margins and operating margin;



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year-end cash;



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cash return on capitalization;

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operating expense, operating expense as a percentage of revenue, improvement in or attainment of expense levels, expense reductions, cost reductions and cost ratios;



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gross sales, net sales, sales growth and comparable sales growth;



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stock price and comparisons with various stock market indices;



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return on equity, return on assets, return on net assets, return on capital, return on capital compared to cost of capital, cost of capital, assets under management, return on capital employed and return on invested capital;



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debt to capital ratio and debt reduction;



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shareholder equity;



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improvement in or attainment of working capital levels, including cash, inventory levels and accounts receivable levels;



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total shareholder return, shareholder return, shareholder value and growth in shareholder value relative to a pre-determined index;



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financial ratios (including those measuring liquidity, activity, profitability or leverage) and financial return ratio;



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cash flow, net cash flow, cash flow from operations, net cash provided by operating activities, free cash flow, cash flow per share (before or after dividends), cash flow return on investment, cash value added performance and net cash flow before financing activities;



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market share;



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proceeds from dispositions;



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project completion time and budget goals;



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financing and other capital raising transactions (including sales of the company's equity or debt securities);



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acquisitions and divestitures;



•

operating efficiencies;



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total market value;



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credit rating;



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sales or licenses of the Company's and its affiliates' assets, including intellectual property, whether in a particular jurisdiction or territory or globally;



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customer growth, customer satisfaction, customer satisfaction rating, customer complaint frequency, incident resolution success ratio and problem resolution success ratio;



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strategic plan development and implementation and succession plan development and implementation; and



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improvements in productivity, employee satisfaction, employee turnover and recruiting and maintaining personnel.

        The Compensation Committee may apply different performance criteria and performance objectives to individual participants or to groups of participants. The performance criteria and performance objectives selected by the Compensation Committee may relate to the individual participant, the Company, one or more affiliates of the Company and/or one or more divisions or business units of the

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Company or its affiliates, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices.

        With respect to participants who are not covered employees and who, in the Compensation Committee's judgment, are not likely to be covered employees at any time during the applicable performance period or during any period in which incentive compensation may be paid following a performance period, the performance objectives established for the performance period may consist of any objective or subjective corporate-wide or subsidiary, division, operating unit or individual measures, whether or not listed in the 2016 Incentive Plan, and such performance objectives will be subject to such other special rules and conditions as the Compensation Committee may establish at any time.

        The Compensation Committee may state the amount of compensation payable if the performance objectives underlying an award are met as a specific dollar amount, a percentage of a participant's Annual Base Salary (as defined in the 2016 Incentive Plan), a percentage (not to exceed 100%) of an aggregate amount allocable to a group of participants or in any other objective manner determined by the Compensation Committee. In addition, the Compensation Committee may state the amount of compensation payable as a target amount payable if the applicable performance objectives are met and in larger or smaller increments if the applicable performance objectives are exceeded or partially met. No participant may receive compensation of more than $7 million in any fiscal year under the 2016 Incentive Plan.

        With respect to each award granted under the 2016 Incentive Plan, the Compensation Committee will establish in writing the applicable performance objectives, performance period and method for computing the compensation payable with respect to the award while the outcome of the applicable performance objectives is substantially uncertain, but in no event later than the earlier of (1) 90 days after the beginning of the applicable performance period or (2) the expiration of 25% of the applicable performance period.

        After the end of each performance period, the Compensation Committee will certify in writing the extent to which the applicable performance objectives with respect to any award have or have not been met and whether any other material terms of the award were satisfied. We will pay a participant's compensation for each performance period in one or more cash payments. A participant may elect to defer payment of his or her award under the 2016 Incentive Plan pursuant to the terms of a deferred compensation program (if any) then maintained by the Company or its affiliates.

        To the extent consistent with Section 162(m) of the Code, the Compensation Committee may adjust the performance objectives relating to an award in recognition of: (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. The Compensation Committee will make appropriate adjustments to reflect the effect (if any) on any performance criteria or performance objectives of any stock dividend, stock split, recapitalization, merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares or similar corporate change. Under the 2016 Incentive Plan, the Compensation Committee has the authority to exercise negative discretion and reduce (but not increase) the amount of compensation to be paid to a participant with respect to an award.

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Termination of Employment

        If, during a performance period, a participant's employment is terminated involuntarily without Cause or as a result of the participant's death, Disability or Retirement (as such terms are defined in the 2016 Incentive Plan), unless otherwise provided in an agreement between the participant and the Company, in the sole discretion of the Compensation Committee, the participant may be eligible to receive a pro-rata portion (based on the number of calendar days that the participant was employed by us during the performance period) of the compensation that would have been payable if he or she had remained employed for the full performance period. If a participant's employment is terminated prior to the end of a performance period for any other reason, the participant will not be eligible to receive any compensation under the 2016 Incentive Plan for such performance period. If a participant's employment is terminated after the end of a performance period but prior to the related payment date, the participant will be entitled to payment of any compensation earned for such performance period under the 2016 Incentive Plan, except in the event of a termination for Cause, in which case the participant will not be eligible to receive any compensation earned for such performance period.

Change in Control

        Except as otherwise provided in an agreement between the participant and the Company or in a change in control plan or program sponsored by the Company covering the participant, if a Change in Control (as such term is defined in the 2016 Incentive Plan) occurs during a performance period, we will consider each award granted under the 2016 Incentive Plan to be earned and payable in the amount determined by the Compensation Committee, based upon the extent to which the performance objectives applicable to the award have been satisfied as of the date of the Change in Control. We will pay the compensation payable with respect to each such award to the participant within 30 days following the date of the Change in Control, unless the participant has made a valid deferral election under a deferred compensation plan maintained by the Company or its affiliates.

Transferability

        A participant may not alienate, assign, pledge, encumber, transfer, sell or otherwise dispose of any rights or benefits under the 2016 Incentive Plan prior to his or her actual receipt of such rights or benefits.

Clawback

        All awards granted under the 2016 Incentive Plan will be subject to deduction, forfeiture, recoupment or similar requirement in accordance with any clawback or similar policy that may be implemented by the Company from time to time, including such policies that may be implemented after the date an award is granted, pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, or other agreement or arrangement with a participant.

Effective Date

        The 2016 Incentive Plan will be effective as of January 31, 2016, subject to its approval by our shareholders. Any awards granted by the Compensation Committee to participants prior to the date on which the 2016 Incentive Plan is approved by our shareholders will be contingent upon such shareholder approval and will be null and void and of no effect in the event that our shareholders do not approve the 2016 Incentive Plan.

Amendment or Termination

        The Compensation Committee may amend, revise, suspend or discontinue the 2016 Incentive Plan at any time without the consent of any participant, subject to any shareholder approval requirements imposed by applicable law, rules or regulations. However, to the extent required by Section 162(m) of the

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Code, the Compensation Committee may not change the performance criteria enumerated in the 2016 Incentive Plan without shareholder approval.

Section 409A

        Section 409A of the Code imposes certain restrictions on amounts deferred under non-qualified deferred compensation arrangements and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. We intend for the awards granted under the 2016 Incentive Plan to be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder, and the Compensation Committee will interpret, administer and operate the 2016 Incentive Plan accordingly.

        All awards granted under the 2016 Incentive Plan will be at the discretion of the Compensation Committee and dependent upon our future performance. As a result, the exact benefits or amounts that (1) participants will receive or (2) participants would have received during the 2015 fiscal year had the 2016 Incentive Plan been in place, are not determinable. The Compensation Committee granted awards under the 2016 Incentive Plan to 12 officers and other key employees subject to shareholder approval of the Incentive Plan at the Annual Meeting. We must achieve a cash provided by operating activities target in fiscal 2016 for any amounts to be earned under these awards. If we achieve such target, 80% of the target award amount will be based on our level of achievement of certain corporate and divisional financial performance objectives and 20% of the target award amount will be based on the recipient's achievement of certain personal non-financial performance objectives.

        For information concerning the performance bonus opportunities provided to our executive officers in fiscal 2015 and the performance bonuses earned by the executive officers in fiscal 2015, see "Compensation Discussion and Analysis – Detailed Report – Elements of 2015 Executive Compensation – Annual Cash Performance Bonuses" beginning on page 48 of this proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE 2016 CASH INCENTIVE PLAN.

PROPOSAL 4:
APPROVAL OF AMENDMENT TO BYLAWS TO REQUIRE THE RESIGNATION OF ANY DIRECTOR WHO DOES NOT RECEIVE A MAJORITY VOTE IN UNCONTESTED DIRECTOR ELECTIONS

        On March 16, 2016, the Board of Directors determined that it would seek shareholder input about whether the Company should amend its bylaws to allow for a form of majority voting in uncontested director elections. The Board is asking that shareholders consider a form of majority voting for non-contested director elections in which directors would continue to be elected by a plurality vote, but the director would be required to resign, subject to Board's acceptance of the resignation, in the event that the director nominee in an uncontested election receives more "against" votes than "for" votes.

        To accomplish this, we would amend our Bylaws to require a nominee for election or reelection as a director to deliver to the Company a written and irrevocable resignation letter prior to the meeting of shareholders at which his or her name is to be placed in nomination. The resignation letter shall state that the person resigns as a director of the Company effective upon (i) receiving less than a majority of the vote (i.e., more "against" votes than "for" votes), in an uncontested election of directors and (ii) the Board of Directors voting to accept such resignation by at least a majority vote of all directors. Within 90 days of

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the date of the annual meeting, the Board shall issue a Current Report on Form 8-K indicating whether it had accepted the resignation and its reasons therefor.

        An election shall be considered contested if, at the time of the meeting at which such election is to take place, the number of persons standing for election as a director exceeds the number of directors to be elected at the meeting of shareholders.

        The Board has authorized, and recommends that shareholders approve, this change to the voting standard for directors in uncontested elections. If the proposed amendment is approved, Section 2.06 of our Bylaws will be amended and restated to read as follows:

Section 2.06.    Submission of Questionnaire, Representation and Agreement; Resignation.    To be eligible to be a nominee for election or reelection as a director of the corporation (other than a nominee nominated pursuant to Section 2.05(A)(1)(a) or (b) or Section 2.05(B)(1) of Article II), a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.05 of Article II of these bylaws) to the Secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the corporation or (2) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a director of the corporation, with such person's fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock trading policies and guidelines of the corporation. In addition, for any person to be eligible to be a nominee for election or reelection as a director of the corporation, that person must deliver to the Secretary of the corporation a written and irrevocable resignation letter meeting the requirements of Section 21.4091 of the Texas Business Organization Code. Such resignation must be delivered prior to the meeting of shareholders at which his or her name is to be placed in nomination and shall state that it is irrevocable and that the person resigns as a director of the corporation effective upon (i) receiving less than a majority of the votes cast for the election of directors in an uncontested election of directors (i.e., more "against" votes than "for votes"), by shareholders entitled to vote in the election of directors at the meeting of the shareholders at which a vote is being taken with respect to the election of such person as a director and (ii) the Board of Directors of the corporation voting to accept such resignation by at least a majority vote of all directors. An election shall be considered contested if, at the time of the meeting of the shareholders at which such election is to take place, the number of persons standing for election, including any person with respect to whom the corporation has received a notice of intent to nominate in compliance with Section 2.05 of these Bylaws, exceeds the number of directors to be elected at the meeting of shareholders.

        If approved, this amendment will become effective immediately for all future elections of directors beginning in 2017.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO OUR BYLAWS TO REQUIRE THE RESIGNATION OF ANY DIRECTOR WHO DOES NOT RECEIVE A MAJORITY VOTE IN UNCONTESTED DIRECTOR ELECTIONS.

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EXECUTIVE OFFICERS

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

        See the discussion under "Board of Directors" for the business experience of Mr. Ewert.

        Benjamin C. Baum joined the Company in May 2015 as Executive Vice President and Chief Digital Officer and expanded his role in 2016 to Executive Vice President – Customer Experience and Chief Digital Officer. Prior to joining the Company, from March 2014 through March 2015, Mr. Baum founded and served as omnichannelomni-channel retail executive for Digital Commerce and Retail Advisory, LLC. Mr. Baum's previous roles include executive vice president and chief digital officer of Bebe, Inc. since October 2012, head of business development, shopping at Google since May 2011, and several executive strategy and merchandising positions at Target.

        Jon W. KimminsJack P. Calandra joined the Company in 2013January 2017 as Executive Vice President, Chief Financial Officer Treasurer and Principal Financial Officer. Mr. Kimmins served as the executive vice president – finance and operations of LF-USA, Inc., a division of Li & Fung Limited, a wholesaler of apparel, footwear and fashion accessories, since April 2008.

Hyon C. Park joinedTreasurer. Prior to joining the Company, in 2011Mr. Calandra was with Gap, Inc. since 2005, most recently as Vice President – Information Technology and, in October 2011, he was named Senior Vice President, Corporate Finance and Chief Information Officer. In January 2015,Investor Relations. During his time at Gap, Inc., Mr. Calandra also served as CFO of Banana Republic, CFO of Gap Direct and CFO of Gap International. Prior to joining Gap, Inc., Mr. Calandra served 11 years at Unilever's North America Division where he was named Executive Vice Presidentheld progressively senior accounting and Chief Information Officer.financial leadership roles.

        A. Alexander ("Sandy") Rhodes joined the Company in April 2015 as Executive Vice President and General Counsel. In July 2015, Mr. Rhodes also became Chief Compliance Officer of the Company and, in January 2016, Corporate Secretary of the Company. Prior to joining the Company, Mr. Rhodes was with Chico's FAS, Inc., a women's specialty apparel retailer, since January 2003 most recently serving as its executive vice president-general counsel and corporate secretary.

        Matthew Stringer joined the Company in 1999. In March 2008, Mr. Stringer was named Vice President – Marketing and, in March 2011, was named Senior Vice President – Marketing. In September 2014, Mr. Stringer was promoted to Executive Vice President – Marketing.

        Bruce K. Thorn joined the Company in June 2015 as Executive Vice President and Chief Operating Officer. In March 2017, he was named President and Chief Operating Officer. Prior to joining the Company, Mr. Thorn held various enterprise level roles with PetSmart, Inc. since 2007, most recently as executive vice president, store operations, servicesExecutive Vice President, Store Operations, Services and supply chain.Supply Chain. Mr. Thorn's other experiences include leadership positions with Gap, Inc., Cintas Corp.,Corp, LESCO, Inc. and The United States Army.

        Brian T. Vaclavik joined the Company in 2000 as Assistant Controller. In April 2005, Mr. Vaclavik was promoted to Corporate Controller and, in April 2006, he was named Associate Vice President and Corporate Controller. In April 2007, Mr. Vaclavik was promoted to Vice President and Corporate

32        Tailored Brands, Inc. 2017 Proxy Statement

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Controller and, in December 2012, he was named Vice President – Finance & Accounting. In June 2014, Mr. Vaclavik became Senior Vice President, Chief Accounting Officer and Principal Accounting Officer of the Company.

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EXECUTIVE COMPENSATION

        This Compensation Discussion and Analysis describes our executive compensation philosophy, objectives and policies and focuses on the compensation of our Named Executive Officers in our 20152016 fiscal year.year and how their 2016 compensation aligns with our pay for performance philosophy.

        Our Named Executive Officers for our 20152016 fiscal year consisted of:

•

Douglas S. Ewert, our President and Chief Executive Officer;



•

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



•

Bruce K. Thorn, our Executive Vice President and Chief Operating Officer;



•

A. Alexander Rhodes, our Executive Vice President-General Counsel, Chief Compliance Officer and Corporate Secretary; and



•

Benjamin C. Baum, our Executive Vice President – Customer Experience and Chief Digital Officer.Officer; and



•

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