UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒                             Filed by a party other than the Registrant  ¨☐

Check the appropriate box:

PERRY ELLIS INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

3000 N.W. 107th Avenue

Miami, Florida 33172

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 9, 201613, 2017

To the Shareholders of Perry Ellis International, Inc.:

The 20162017 Annual Meeting of Shareholders (including any adjournments, postponements, continuations or reschedulings thereof, the “20162017 Annual Meeting”) of Perry Ellis International, Inc., a Florida corporation (the “Company” or “Perry Ellis”), will be held at our principal executive offices at 3000 N.W. 107th Avenue, Miami, Florida 33172 at 11:00 a.m., Eastern Daylight Time, on June 9, 201613, 2017 for the following purposes:

Our Board of Directors has fixed the close of business on April 28, 2016May 1, 2017 as the record date for determining those shareholders entitled to notice of, and to vote at, the 20162017 Annual Meeting.

Your vote is important. Whether or not you expect to be present, please sign, date and return the enclosed proxy card in the pre-addressed envelope provided for that purpose as promptly as possible. No postage is required if mailed in the United States. In addition to voting by mailing in your proxy card, you may vote by Internet or telephone. The instructions for voting by Internet or telephone are provided on your proxy card or voting instruction form.

Please read the attached proxy statement, as it contains important information you need to know to vote at the 20162017 Annual Meeting.

Miami, Florida

May 3, 20169, 2017

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE 20162017 ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND, WE RESPECTFULLY URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE 20162017 ANNUAL MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON. “STREET NAME” SHAREHOLDERS WHO WISH TO VOTE THEIR SHARES IN PERSON WILL NEED TO OBTAIN A PROXY FROM THE PERSON IN WHOSE NAME THEIR SHARES ARE REGISTERED.

Important Notice Regarding the Availability of

Proxy Materials for the Shareholder

Meeting to Be Held on June 9, 201613, 2017

This proxy statement and our annual report to shareholders on Form 10-K are available at:

http://www.cstproxy.com/perryellis/20162017

TABLE OF CONTENTS

PERRY ELLIS INTERNATIONAL, INC.

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 9, 201613, 2017

PROXY STATEMENT

TIME, DATE AND PLACE OF ANNUAL MEETING

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Perry Ellis International, Inc., a Florida corporation (the “Company” or “Perry Ellis”), of proxies from the holders of our common stock, par value $.01 per share, for use at our Annual Meeting of Shareholders to be held at our principal executive offices at 3000 N.W. 107th Avenue, Miami, Florida 33172 at 11:00 A.M. on June 9, 2016,13, 2017, including any adjournments, postponements, continuations or reschedulings thereof (the “20162017 Annual Meeting”), pursuant to the enclosed Notice of Annual Meeting.

The approximate date this proxy statement, the enclosed form of proxy card and our Annual Report on Form 10-K for the fiscal year ended January 30, 20162017 are first being sent to shareholders is on or about May 3, 2016.9, 2017. Shareholders should review the information provided herein in conjunction with our Annual Report to Shareholders that accompanies this proxy statement. Our principal executive offices are located at 3000 N.W. 107th Avenue, Miami, Florida 33172, and our telephone number is (305) 592-2830.

PURPOSES OF THE 20162017 ANNUAL MEETING

At the 20162017 Annual Meeting, our shareholders will consider and vote upon the following matters:

Unless contrary instructions are indicated on the enclosed proxy, all shares of common stock represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth herein) will be voted (a) “FOR” the election of all three of the nomineesnominee for director named in the section titled “Election of Directors,” (b) “FOR” the advisory vote on our executive compensation, (c) “ONE YEAR” for the advisory vote on the frequency of future advisory votes on our executive compensation; (d) “FOR”the adoption of the Company’s 2016 ManagementAmended and Restated 2015 Long-Term Incentive Compensation Plan, (d)Plan; (e) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2017, (e) “FOR” the amendments to Article IVFebruary 3, 2018, and Article VII of the

Fourth Restated Articles of Incorporation regarding advance notice of nominations and proposals, (f)“FOR” the amendment to Article VI of the Fourth Restated Articles of Incorporation to eliminate the classification of the Board of Directors, and (g) in the discretion of the persons named on the accompanying proxy card in connection with any other business that may properly come before the 20162017 Annual Meeting and any adjournments, postponements, continuations or postponementsreschedulings thereof. At this time, the Board of Directors knows of no other business that may properly come before the 20162017 Annual Meeting; however, if other

matters properly come before the 20162017 Annual Meeting, it is intended that the persons named in the proxy will vote thereon in accordance with their best judgment. In the event a shareholder specifies a different choice by means of the enclosed proxy, the shareholder’s shares will be voted in accordance with the specification so made.

GENERAL INFORMATION

Who is entitled to vote at the 20162017 Annual Meeting?

Your boardBoard has set the close of business on April 28, 2016May 1, 2017 as the record date for determining those shareholders entitled to notice of, and to vote on, all matters that may properly come before the 20162017 Annual Meeting. As of the record date, the Company had approximately 15,583,00015,734,117 outstanding shares of common stock entitled to notice of, and to vote at, the 20162017 Annual Meeting. No other securities are entitled to vote at the 20162017 Annual Meeting. Only shareholders of record on such date are entitled to notice of, and to vote at, the 20162017 Annual Meeting.

What are the voting rights of shareholders?

Each shareholder of record is entitled to one vote for each share of the Company’s common stock that is owned as of the close of business on the record date on all matters to come before the 20162017 Annual Meeting. Under our FourthFifth Amended and Restated Articles of Incorporation, shareholders do not have cumulative voting rights in the election of directors.

How many votes must be present to hold the 20162017 Annual Meeting?

To conduct business at the 20162017 Annual Meeting, a quorum must be present. The attendance, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote on the matters being considered at the 20162017 Annual Meeting is necessary to constitute a quorum. For purposes of determining whether a quorum exists, we count proxies marked “withhold authority” as to any director nominee or “abstain” as to a particular proposal as being present at the meeting. Shares represented by a proxy as to which there is a “broker non-vote” (that is, where a broker holding your shares in “street” or “nominee” name indicates to us on a proxy that you have given the broker the discretionary authority to vote your shares on some but not all matters), will also be considered present at the meeting for purposes of determining whether a quorum exists.

How do I vote my shares?

In addition to voting in person at the 20162017 Annual Meeting, you may vote by mail, Internet or telephone.

Vote by Internet. Use the Internet to vote your proxy 24 hours a day, 7 days a week. Follow the instructions on the proxy card you receive with this proxy statement. You will be prompted to enter your control number(s), located on your proxy card, and then follow the directions to vote your shares.

Vote by Telephone. Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week. Follow the instructions on the proxy card you receive with this proxy statement. You will be prompted to enter your control number(s), located on your proxy card, and then follow the directions given.

If you vote by Internet or telephone, you do not need to return your proxy card.

Voting by Mail. To vote by mail, please sign, date and return to the Company as soon as possible the enclosed proxy card. An envelope with postage paid, if mailed in the United States, is provided for this purpose. Properly executed proxies that are received in time and not subsequently revoked will be voted as instructed on the proxies. If you vote by Internet or by telephone as described above, you need not also mail a proxy to the Company.

Voting at the 20162017 Annual Meeting. You may vote by ballot in person at the 20162017 Annual Meeting. If you want to vote by ballot, and you hold your shares in street name (that is, through a bank or broker), you must obtain a legal proxy from that organization and bring it to the 20162017 Annual Meeting. Even if you plan to attend the 20162017 Annual Meeting, you are encouraged to submit a proxy card or vote by Internet or telephone to ensure that your vote is received and counted. If you vote in person at the 20162017 Annual Meeting, you will revoke any prior proxy you may have submitted.

How can I revoke my proxy or change my vote?

If you are a registered shareholder, you may revoke your proxy at any time before it is actually voted at the 20162017 Annual Meeting by giving notice of revocation to the Company in writing; by executing and returning to the Company a later-dated form of proxy; by submitting a later-dated vote through the designated Internet site or the toll-free telephone number stated on the form of proxy prior to the deadline for transmitting voting instructions electronically; or by voting by ballot in person at the 20162017 Annual Meeting. Attending the 20162017 Annual Meeting will not, by itself, revoke your proxy.

If you hold your shares in “street name,” you must follow the instructions provided by the holder of record in order to revoke your previous voting instructions.

Will my shares be voted if I do not provide instructions to my broker or nominee?

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). In uncontested solicitations, these rules allow banks and brokers to vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. On matters considered “non-routine,” banks and brokers may not vote shares without your instruction. Shares that banks and brokers are not authorized to vote are referred to as “broker non votes.” Therefore if you hold your shares in the name of your broker (sometimes called “street name” or “nominee name”) and you do not provide your broker with specific instructions regarding how to vote on any proposal to be voted on at the 20162017 Annual Meeting, your broker will not be permitted to vote your shares on non-routine proposals. The only proposal to be voted on at the 20162017 Annual Meeting that is considered a routine proposal is Proposal 45 regarding the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2017.February 3, 2018. All other proposals to be voted on at the 20162017 Annual Meeting are considered non-routine. Therefore, if you want your vote to be counted on any proposal to be considered at the 20162017 Annual Meeting, other than Proposal 4,5, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on yourour behalf with respect to such proposals.

What vote is required?

Our corporate governance guidelines provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee. The majority voting standard would not apply in contested elections, which means an election in which there are more nominees for director than available seats on the Board. The election of directors at the 20162017 Annual Meeting is expected to be an uncontested election. As such, a director will be elected only if a majority of the votes cast for the director exceeds the number of votes cast against the director.

For each of the other proposals covered by this proxy statement to be approved, the votes cast favoring the proposal must exceed the votes cast opposing the proposal. If a shareholder provides specific voting instructions, his or her shares will be voted as instructed. If a shareholder holds shares in his or her name and returns a properly executed proxy without giving specific voting instructions, the shareholder’s shares will be voted“FOR”all three of your board’s nomineesnominee for director and“FOR”Proposals 2, 3 4, and 5, and 6“ONE YEAR” for Proposal 3, as recommended by our Board of Directors. In tabulating the votes for any particular proposal, shares that

constitute broker non-votes or abstentions will not be counted as votes cast for any non-routine proposal. Thus, broker non-votes and abstentions will not be counted as votes cast“FOR” or as“ONE YEAR” for any non-routine proposal. The only routine proposal being presented for shareholder approval is Proposal 4.5.

How will my shares be voted if I mark “Abstain” on my proxy card?

We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but abstentions will not be counted as votes cast for or against any given matter.

What does it mean if I receive more than one proxy card or voting instruction form?

If you hold your shares in more than one account, you will receive a proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please vote using each proxy card or voting instruction form you receive or, if you vote by Internet or telephone, you will need to enter each of your Control Numbers. Remember, you may vote by telephone, Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.

Who will solicit proxies on behalf of the board?

Proxies may be solicited on behalf of the Board of Directors, without additional compensation, by the Company’s directors, officers and regular employees. We have not retained a professional proxy solicitor or other firm to assist with the solicitation of proxies, although we may do so if deemed appropriate.

Who will bear the cost of the solicitation of proxies?

The entire cost of soliciting proxies, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card and any additional soliciting materials furnished to shareholders, will be borne by the Company. Copies of solicitation material will be furnished to banks, brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our Annual Report on Form 10-K for the fiscal year ended January 30, 2016,28, 2017, to beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

May I attend the 20162017 Annual Meeting?

Only holders of the Company’s shares as of the record date are entitled to attend the 20162017 Annual Meeting. Family members are welcome to accompany you to the 20162017 Annual Meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver’s license or state identification card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the record date. No cameras, recording equipment, large bags, briefcases or packages will be permitted into the 20162017 Annual Meeting.

Where and when will I be able to find the voting results?

You can find the official results of the voting at the 20162017 Annual Meeting in our Current Report onForm 8-K that we will file with the Securities and Exchange Commission (the “SEC”) within four business days after the 20162017 Annual Meeting. If the official results are not available at that time, we will provide preliminary

voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available.

What is the Company’s Internet address?How can I obtain additional copies of these materials or copies of other documents?

The Company’s Internet address is www.pery.com. You can accessComplete copies of this proxy statement and the Company’sour Annual Report on Form 10-K for the fiscal year ended January 30, 2016, as amended,28, 2017, are also available on our website at this Internet address.www.pery.com. The Company’s filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is part of this proxy statement. These website addresses are intended to be inactive textual references only.

How can I obtain additional copies of these materials or copies of other documents?

Complete copies of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 30, 2016, are also available on our website at www.pery.com. You may also contact our corporate secretary for additional copies.

PROPOSAL 1 – ELECTION OF DIRECTORS

During the fiscal year ended January 30,At our 2016 Annual Meeting of Shareholders (“Fiscal 2016”2016 Annual Meeting”), the Board of Directors unanimouslyour shareholders approved an increase in the sizeamendment to Article VI of the board from seven directors to eight directors. OurCompany’s Fourth Restated Articles of Incorporation to provide thatfor the phased elimination of the classified structure of the Company’s Board of Directors be divided into three classes. Each class of directors serves a staggered three-year term. George Feldenkreis, Jane E. DeFlorio and Joe Arriola hold office until the 2016 Annual Meeting. ConcurrentlyDirectors. This phase-out is to begin with the expansion of the Board of Directors from seven directors to eight directors, Joe Arriola was appointed to the class of directors to hold office until the 2016 Annual Meeting and J. David Scheiner and Alexandra Wilson hold office until the 2017 Annual Meeting. Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden hold office untilAs this amendment cannot shorten the 2018 Annual Meeting.

Atexisting term of a director, the directors who were elected prior to the effectiveness of the amendment (including the directors elected at the 2016 Annual Meeting, three (3) directorsMeeting) will complete their respective terms and be elected by the shareholders to serve untileligible thereafter for re-election for one-year terms. Beginning with the 2019 Annual Meeting toof Shareholders, the entire Board of Directors will be heldelected annually.

Our Board of Directors currently comprises of eight directors – two in 2019,the class whose terms expire at the 2017 Annual Meeting, three in the class whose terms expire in 2018, and three in the class whose terms expire in 2019. Of the Board members whose terms expire at the 2017 Annual Meeting, Mr. J. David Scheiner is standing for election at the 2017 Annual Meeting. If elected, he will hold office for a one-year term expiring at the 2018 Annual Meeting of Shareholders or until their successors are dulyhis successor is elected and qualified. Your board is pleasedMs. Alexandra Wilson will not be standing for re-election and we acknowledge the outstanding services she provided the Company since her election to nominate for election as directors, George Feldenkreis, Jane E. DeFlorio and Joe Arriola. the Board in 2014.

We believe Mr. Scheiner, our three director nominees havenominee for the 2017 Annual Meeting, has the integrity, knowledge, breadth of relevant and diverse experience and commitment necessary to navigate our companyCompany through the complex and dynamic business environment in which we operate and to deliver superior value to our shareholders. Each of our threeOur director nomineesnominee was recommended by the Corporate Governance and Nominating Committee to the board, which unanimously approved theirhis nomination. The recommendations of your board are based on its carefully considered judgment that the experience, record and qualifications of each of the nominees make themnominee makes him the best candidatescandidate to serve on the board.

The nomineesnominee recommended by your board havehas consented to serving as nomineesbeing a nominee for election to the board, to being named in this proxy statement and to serving as membersa member of the boardBoard if elected by the Company’s shareholders. As of the date of this proxy statement, the Company has no reason to believe that any nomineeMr. Scheiner will be unable or unwilling to serve if elected as a director. However, if for any reason a nomineehe becomes unable to serve or for good cause will not serve if elected, the boardBoard upon the recommendation of its Corporate Governance and Nominating Committee may designate a substitute nominees,nominee, in which event the shares represented by proxies returned to us will be voted for such substitute nominees.nominee. If any substitute nominees arenominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees,nominee, discloses that such nominees havenominee has consented to being named in the amended proxy statement and to serve as directorsdirector if elected, and includes certain biographical and other information about such nomineesnominee required by the applicable rules promulgated by the SEC.

The accompanying proxy card will not be voted for anyone other than the board’s nomineesBoard’s nominee or designated substitutes.substitute. Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect George Feldenkreis, Jane E. DeFlorio and Joe ArriolaJ. David Scheiner to the board,Board, unless, by marking the appropriate space on the accompanying proxy card, the shareholder instructs that he, she or it withholds authority from the proxy holder to vote.

Nominees

The personsperson nominated as directors aredirector is as follows:

J. David Scheiner was elected to our Board of Directors in 2014 and chairs our Compensation Committee. Mr. Scheiner is a consultant with J. David Scheiner, LLC, a company he founded in 2009, which provides consulting services internationally to companies in the retail and wholesale fields, investment banks and private equity funds, as well as helps businesses connect to large retailers. Since April 2016, he has served as a consultant to and sits on the advisory board of SIB, a fixed cost reduction company. From 2007 until his retirement in 2009, he served as the President and Chief Operating Officer of Macy’s Florida/Puerto Rico, a division of Macy’s Inc., a department store. From 1991 to 2007, Mr. Scheiner served as Vice Chairman, Director of Stores for Macy’s Florida/Burdines. He was President of Federated Department Stores and Allied Stores Corp., which operated Maas Brothers/Jordan Marsh department stores, from 1988 to 1991. From 1972 through 1988, he served in various management capacities at Burdines, Inc., a department store. Mr. Scheiner was a director of Cache, Inc., a women’s specialty retailer, from August 2013 until May 2015. He was also Chairman of the Board of Metro Bank of Dade County and its holding company, Metrobank Financial Services, Inc., between 2007 and 2010. He is a member of the board of The Strategic Forum and the Florida chapter of the National Association of Corporate Directors. Additionally, he is a lifetime trustee of the Miami Children’s Hospital Foundation and was a member of the Board of Directors of United Way of Miami-Dade County. Mr. Scheiner’s over 40 years department and specialty store retail experience includes merchandising, marketing, customer service, sales, logistics, operations, distribution, store planning, construction and real estate, which provides him with a background that is relevant to the board and allows him to advise us on a range of operational and industry matters.

PROPOSAL 1 – OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF OUR DIRECTOR NOMINEE NAMED ON THE ENCLOSED PROXY CARD, J. DAVID SCHEINER.

Continuing Directors and Management

Set forth below is certain information concerning our continuing directors who are not currently standing for election and our other executive officers who are not directors:

Name		Age		Position with the Company		Term Expires
Other Executive Officers
David Enright		50		Chief Operating Officer		N/A
Luis Paez		56		Chief Information Officer		N/A
David Rattner		49		Chief Financial Officer		N/A
Cory Shade		52		Executive Vice President, General Counsel and Secretary		N/A
Stanley P. Silverstein		65		President, International Development and Global Licensing		N/A
John F. Voith, Jr.		62		President, Golf Division		N/A

Oscar Feldenkreis serves as our Chief Executive Officer and President since April 2016. Mr. Feldenkreis was elected our Vice President and a director in 1979 and joined us on a full-time basis in 1980. Mr. Feldenkreis has been involved in all aspects of our operations since that time and was elected President/COO, in February 1993, and Vice Chairman of the Board in March 2005. He is on the board of the American Apparel & Footwear Association, President of the Friends of the Israel Defense Forces (FIDF), Greater Miami Chapter, member of the Leadership Council of the Greater Miami Jewish Federation, an advisory board member of the Miami Fashion Institute for Miami-Dade College, an advisory board member of My Mela and an advisory board member for the University of Pennsylvania’s Wharton School of Business Retail. Mr. Feldenkreis’ extensive experience in the apparel industry and all aspects of the markets served by us, as well as, his experience in all aspects of the Company’s operations, make him uniquely qualified to serve as a member of the board.

Bruce J. Klatsky was elected to our Board of Directors in 2015 and is Chairman of our Audit Committee. Mr. Klatsky retired as Chief Executive Officer of PVH Corporation in June 2005, and later as Chairman on December 31, 2007, having served the Company for 36 years, 13 as CEO, and a further six as President. During his tenure as CEO of PVH, Mr. Klatsky oversaw the operations and strategic development of the company and led the transformation of a 120-year old domestic shirt manufacturer into one of the largest apparel and footwear companies in the world, growing its market capitalization from approximately $300 million to over $3.5 billion. During his tenure at PVH, he was instrumental in growing the business organically and through strategic acquisitions since he joined PVH in 1971 as a merchandising trainee. In 2002, Mr. Klatsky pursued and executed PVH’s acquisition of Calvin Klein. In addition, he led numerous other successful acquisitions at PVH, including acquiring such brands as IZOD, Gant, Bass, Arrow, and the worldwide rights to Van Heusen. Following his retirement as CEO of PVH, Mr. Klatsky co-founded a private equity company, LNK Partners, to identify and support strong management teams in building outstanding consumer and retail businesses. Mr. Klatsky serves on the Board of Directors of Gazal Corporation Ltd., a leading Australian branded clothing company, and is currently the board’s lead independent director. Mr. Klatsky currently joined and serves on the Board and Executive Committee of IAVA, Iran and Afghan Veterans of America, one of the largest Veterans Associations in the United States. Previously, Mr. Klatsky served on President Clinton’s White House Apparel Task Force and as an Advisor on U.S. trade policy to the Bush and Regan administrations. Mr. Klatsky is uniquely qualified to serve on our board due to his extensive experience as the chief executive of a large publicly traded apparel company, his service on the Board of Directors of other publicly traded apparel and retail companies, and his expertise regarding domestic and international aspects of the apparel industry, wholesaling and retailing.

Michael W. Rayden was elected to our Board of Directors in 2015 and chairs our Corporate Governance and Nominating Committee. In January 2015, Mr. Rayden retired as President and Chief Executive Officer of Tween Brands, Inc., currently a subsidiary of Ascena Retail Group, Inc. Mr. Rayden led Tween Brands as CEO since 1996, when it was known as Too, Inc. In 1999, he took the Company public, adopting the Tween Brands name in 2006. In 2008, Mr. Rayden consolidated the entire business under the Justice brand, and in 2009 the

Company was acquired by Dress Barn, now Ascena Retail Group. From 1999 to 2009, Mr. Rayden also served as the Chairman of the Board of Directors of Tween Brands. Prior to joining Tween Brands, Mr. Rayden served as President, CEO and Chairman of Pacific Sunwear of California, Inc. from 1990-1996. Mr. Rayden has held chief executive positions at The Stride Rite Corporation and Eddie Bauer Inc. Mr. Rayden has served as a director at David’s Bridal, Inc., Dress Barn, Inc., Pacific Sunwear of California, Inc., Strottman International, Inc., The Stride Rite Corporation and Tween Brands, Inc. Mr. Rayden is highly qualified to serve on our board due to his extensive experience with retail and apparel companies and his service on the Board of Directors of publicly traded apparel and marketing companies.

George Feldenkreis founded the Company in 1967, has been involved in all aspects of our operations since that time and served as our President and a director until February 1993, at which time he was elected Chairman of the Board and Chief Executive Officer. Mr. Feldenkreis currently serves as Executive Chairman of the Board after serving as our Chairman of the Board, as well as, our Chief Executive Officer until April 2016. He is a trustee of the University of Miami, a member of the Board of Directors of the Greater Miami Jewish Federation, a trustee of the Simon Wiesenthal Board, and a member of the Board of Directors of the American Apparel and Footwear Association. He is alsoserved as a director of Federal Mogul Corporation.Federal-Mogul Corporation until the company went private in 2016. Mr. Feldenkreis’ development and expansion of the Company from a small privately-held company to a successful multi-brand public company, as well as his role as our Chief Executive Officer, provide valuable experience and insight to the board and to us.

Jane E. DeFlorio, a member of our Board of Directors since December 2014, was appointed our lead independent director on May 20, 2015. From 2007 to 2013, Ms. DeFlorio served as a Managing Director at Deutsche Bank, AG, global banking and financial services company, in the U.S. Retail and Consumer Group. While at Deutsche Bank, Ms. DeFlorio covered a range of mid-to-large cap retail clients, including The TJX Companies, Home Depot and Nike. Prior to her role at Deutsche Bank, from 2002 to 2007, Ms. DeFlorio held the title of Executive Director in the Investment Banking Consumer and Retail Group at UBS Investment Bank, a business unit of UBS Group AG, and advised on high-profile consumer transactions for clients such as Kraft Foods and Maidenform Brands. Ms. DeFlorio currently serves as the Vice Chairman of the Board of Trustees and Chairman of the Audit and Risk Committee at The New School University, a leading progressive university in New York City with more than 10,000 graduate and undergraduate students. She also serves on the Board of Governors for The Parsons School of Design. With over 16 years’ experience in investment banking primarily focused on the apparel and retail sectors, Ms. DeFlorio is uniquely qualified to advise the board and us in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities.

Joe Arriola was appointed to our Board of Directors in December 2015. Mr. Arriola previously served as a director from 2006 until July 2015 and was not nominated for re-election at the Company’s 2015 Annual Meeting of Shareholders because of his desire to focus more of his time and attention on his responsibilities as Chairman of the Public Health Trust, the independent governing body for Jackson Memorial Hospital, Miami, Florida, and a proposed $1 billion expansion of the hospital. After the Public Health Trust achieved significant progress in connection with the hospital’s expansion plans, Mr. Arriola rejoined the board after advising the board that he believed he could once again dedicate the requisite time and attention to serving on the Board of Directors. Mr. Arriola has significant management experience in both private and public enterprises. In 1972, Mr.

Arriola founded Avanti-Case Hoyt, a commercial printing company, and served as its President until 2001. From January 2002 to August 2002 he was Chief Business Officer of the Miami-Dade School Board. From 2003 to 2006, he was City Manager of the City of Miami. Between August 2006 and December 2006, he wasthewas the Managing Partner of MBF Healthcare Partners, a private equity firm. Mr. Arriola served as the President and Chief Executive Officer of Pullmantur Cruises, the largest cruise line in Spain, from September 2007 to September 2008, from which he retired. Since 2010, he has been Chairman, of the Public Health Trust for Jackson Memorial Hospital. In returning to the board, Mr. Arriola brings not only extensive experience as an executive, entrepreneur, governmental leader and public company board member, but also his extensive historical knowledge of the Company and its operations, knowledge that the Board of Directors believes will be very beneficial as the Company plans to implement its previously announced leadership succession.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL THREE OF OUR DIRECTOR NOMINEES NAMED ON THE ENCLOSED PROXY CARD, GEORGE FELDENKREIS, JANE E. DEFLORIO AND JOE ARRIOLA.

Directors and Management

Set forth below is certain information concerning our continuing directors who are not currently standing for election and our other executive officers who are not directors:

Oscar FeldenkreisJane E. DeFlorio, serves as our Vice Chairman of the Board and, since April 2016, Chief Executive Officer and President. Mr. Feldenkreis was elected our Vice President and a director in 1979 and joined us on a full-time basis in 1980. Mr. Feldenkreis has been involved in all aspects of our operations since that time and was elected President/COO, in February 1993, and Vice Chairman of the Board in March 2005. He is President of the Friends of the Israel Defense Forces (FIDF), Greater Miami Chapter, an advisory board member of the Miami Fashion Institute for Miami-Dade College, an advisory board member of My Mela and an advisory board member for the Wharton School of the University of Pennsylvania’s Jay H. Baker Retailing Center. Mr. Feldenkreis’ extensive experience in the apparel industry and all aspects of the markets served by us, as well as, his experience in all aspects of the Company’s operations, make him uniquely qualified to serve as a member of the board.

Bruce J. Klatsky was elected to our Board of Directors insince December 2014, was appointed our lead independent director on May 20, 2015. Mr. Klatsky retiredFrom 2007 to 2013, Ms. DeFlorio served as Chief Executive Officer of PVH Corporation in June 2005,a Managing Director at Deutsche Bank, AG, global banking and later as Chairman on December 31, 2007, having served the Company for 36 years, 13 as CEO, and a further six as President. During his tenure as CEO of PVH, Mr. Klatsky oversaw the operations and strategic development of thefinancial services company, and led the transformation of a 120-year old domestic shirt manufacturer into one of the largest apparel and footwear companies in the world, growing its market capitalizationU.S. Retail and Consumer Group. While at Deutsche Bank, Ms. DeFlorio covered a range of mid-to-large cap retail clients, including The TJX Companies, Home Depot and Nike. Prior to her role at Deutsche Bank, from approximately $300 million2002 to over $3.5 billion. During his tenure2007, Ms. DeFlorio held the title of Executive Director in the Investment Banking Consumer and Retail Group at PVH, he was instrumental in growing theUBS Investment Bank, a business organicallyunit of UBS Group AG, and through strategic acquisitions since he joined PVH in 1971advised on high-profile consumer transactions for clients such as a merchandising trainee. In 2002, Mr. Klatsky pursuedKraft Foods and executed PVH’s acquisition of Calvin Klein. In addition, he led numerous other successful acquisitions at PVH, including acquiring such brands as IZOD, Gant, Bass, Arrow, and the worldwide rights to Van Heusen. Following his retirement as CEO of PVH, Mr. Klatsky co-founded a private equity company, LNK Partners, to identify and support strong management teams in building outstanding consumer and retail businesses. Mr. KlatskyMaidenform Brands. Ms. DeFlorio serves on the Board of Directors of Gazal Corporation Ltd.,DDR Corp. (NYSE:DDR) a leading Australian branded clothing company,real estate investment trust that owns and ismanages a high-quality portfolio of value-oriented shopping centers located in top markets across the United States. Ms. DeFlorio currently the board’s lead independent director. Previously, Mr. Klatsky served on President Clinton’s White House Apparel Task Force and as an Advisor on U.S. trade policy to the Bush and Regan administrations. Mr. Klatsky is uniquely qualified to serve on our board due to his extensive experienceserves as the chief executive of a large publicly traded apparel company, his service on the Board of Directors of other publicly traded apparel and retail companies, and his expertise regarding domestic and international aspects of the apparel industry, wholesaling and retailing.

Michael W. Rayden was elected to our Board of Directors in 2015. In January 2015, Mr. Rayden retired as President and Chief Executive Officer of Tween Brands, Inc., currently a subsidiary of Ascena Retail Group, Inc. Mr. Rayden led Tween Brands as CEO since 1996, when it was known as Too, Inc. In 1999, he took the Company public, adopting the Tween Brands name in 2006. In 2008, Mr. Rayden consolidated the entire business under the Justice brand, and in 2009 the Company was acquired by Dress Barn, now Ascena Retail Group. From 1999 to 2009, Mr. Rayden also served as theVice Chairman of the Board of Directors of Tween Brands. Prior to joining Tween Brands, Mr. Rayden served as President, CEOTrustees and Chairman of Pacific Sunwear of California, Inc. from 1990-1996. Mr. Rayden has held chief executive positionsthe Audit and Risk Committee at The Stride Rite CorporationNew School University, a leading progressive university in New York City with more than 10,000 graduate and Eddie Bauer Inc. Mr. Rayden has served as a director at David’s Bridal, Inc., Dress Barn, Inc., Pacific Sunwear of California, Inc., Strottman International, Inc., The Stride Rite Corporation and Tween Brands, Inc. Mr. Rayden is highly qualified to serve on our board due to his extensive experience with retail and apparel companies and his serviceundergraduate students. She also serves on the Board of DirectorsGovernors for The Parsons School of publicly tradedDesign. As a seasoned investment banker with over 16 years’

experience advising mid-to large-cap retail and e-commerce clients primarily focused on the apparel and marketing companies.retail sectors, Ms. DeFlorio is uniquely qualified to advise the board and us in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities.

J. David ScheinerEnright was elected to our Board of Directors in 2014. Mr. Scheiner is a consultant with J. David Scheiner, LLC, a company he founded in 2009, which provides consulting services internationally to companies in the retail and wholesale fields, investment banks and private equity funds, as well as helps businesses connect to large retailers. Since April 2015, he has served as a consultant to Bioxida, a cosmetic company. From 2007 until his retirement in 2009, he served as the President andappointed Chief Operating Officer of Macy’s Florida/Puerto Rico, a division of Macy’s Inc., a department store. From 1991 to 2007, Mr. Scheiner served as Vice Chairman, Director of Stores for Macy’s Florida/Burdines.in June 2016. He was President of Federated Department Stores and Allied Stores Corp. ,which operated Maas Brothers/Jordan Marsh department stores, from 1988 to 1991. From 1972 through 1988, he served in various management capacitiesroles at Burdines,Coach, Inc. (“Coach”), a department store. Mr. Scheinerpremium bags and accessories company, from 2007 through July 2015, and from August 2015 until May 2016 was a directorconsultant. Mr. Enright was Coach’s Senior Vice President of Cache, Inc.,Global Distribution, Planning & Logistics from 2009 through July 2015 and prior to that, he was Vice President, Planning and Logistics. Before joining Coach, Mr. Enright held several operational roles with Lenox Group and Brown Foreman Corporation, Lenox Division, a women’s specialty retailer,tabletop, giftware and collectibles company, from August 2013 until May 2015. He was also Chairman of the Board of Metro Bank of Dade County and its holding company, Metrobank Financial Services, Inc., between1995 to 2007, and 2010. He iswith Unilever US, Lever Brothers Division, a lifetime trustee of the Miami Children’s Hospital Foundation and was a member of the Board of Directors of United Way of Miami-Dade County. Mr. Scheiner’s over 40 years department and specialty store retail experience includes merchandising, marketing, customer service, sales, logistics, operations, distribution, store planning, construction and real estate, which provides him with a background that is relevant to the board and allows him to advise us on a range of operational and industry matters.consumer products company, from 1993 to1995.

Alexandra Wilson was appointed to our Board of Directors in 2014. Since September 2014, Ms. Wilson has served as CEO of Glamsquad, Inc., an on-demand beauty services company she co-founded. In 2007,

Ms. Wilson co-founded Gilt Groupe, Inc., an innovative online shopping destination, and from 2007 to December 2014, Ms. Wilson served in various senior capacities at Gilt. She served as Gilt’s Head of Strategic Alliances from 2013-2014; Head of National Sales for Gilt City, a division of Gilt, from 2012 to 2013; and Chief Merchandising Officer of Gilt from 2007 to 2012. Prior to founding Gilt, from 2005 to 2006, Ms. Wilson was the retail operations manager for Bulgari, S.p.A., a luxury goods retailer. From 2004 to 2005, she was the sales forecaster at LVMH Moetitennessy Louis Vuitton S.A., a luxury goods retailer. From 1999 to 2002, Ms. Wilson was an analyst at Merrill Lynch & Co, Inc., an investment bank. Ms. Wilson is on the Board of Directors of the National Retail Federation Foundation and the Women’s Forum of New York. Ms. Wilson’s entrepreneurial and operating experience, including as co-founder of Glamsquad and Gilt, and her experience in merchandising, business development, sales, branding, marketing and social media, and retail experience within the industry, provides the board with invaluable insights into a range of retail operational and distribution matters.

Anita D. Brittwas appointed Chief Financial Officer in March 2009. From 2006 until 2009, Ms. Britt served as Executive Vice President and Chief Financial Officer of Urban Brands, Inc., an apparel company. From 1993 to 2006, Ms. Britt served in various positions, including that of Executive Vice President, Finance for Jones Apparel Group, Inc., an apparel company.

Luis Paez was appointed Chief Information Officer in 2000. From December 1994 to 2000, he served as our MIS Director. From 1989 to 1994, he held various positions including that of Systems Director for Suave Shoe Corporation, a public company engaged in shoe manufacturing.

David Rattner was appointed Chief Financial Officer in February 2017. From 1994 until 2016, Mr. Rattner served in various finance and accounting roles at Elizabeth Arden Inc., a cosmetics company, most recently as Vice President of Finance and Corporate Controller beginning in 2009 and also as Interim Chief Accounting Officer from 2013 to 2014.

Cory Shade was appointed Executive Vice President and General Counsel in fiscal 2016May 2015 after serving as Corporate Secretary since 2014, Senior Vice President and General Counsel since 2006, and after serving as Assistant Secretary since 2010. Between 2002 and 2006, Ms. Shade was General Counsel of BG Investment, LLC, an investment company. From 2000 through 2002, Ms. Shade was a corporate attorney at the law firm of Kilpatrick Stockton LLP. From 1998 through 2000, she was General Counsel of FirstCom Corporation, a telecommunications company, which merged into AT&T Latin America Corp. From 1996 through 1998, Ms. Shade was a corporate attorney at the law firm of Steel, Hector & Davis LLP, now known as Squire Patton Boggs.

Stanley P. Silverstein, was appointed President, International Development and Global Licensing in September 2013. From 2006 to 2013, Mr. Silverstein served as Executive Vice President-International Strategy and Business Development of The Warnaco Group, Inc., which merged into PVH Corp., both apparel companies. From 1984 to 2006, Mr. Silverstein served in various management capacities for Warnaco, including EVP Corporate Development, Chief Administrative Officer, General Counsel and Secretary.

John F. Voith, Jr. was appointed President, Golf Division in April 2014. From April 2012 to April 2014 he served as Group President of Golf and Sportswear Divisions. From September 2009 to April 2012, he served as President of Golf and Sportswear Divisions and from 2001 to 2009 he served as Executive Vice President of the Sportswear Division. Prior to 2001, Mr. Voith held various positions, including as an Executive Vice President, at each of PVH Corp. and The Arrow Co., both apparel companies.

George Feldenkreis is the father of Oscar Feldenkreis, our Vice Chairman, CEO/President,CEO and a director.Director.

Our executive officers are electedappointed annually by our Board of Directors and serve at the discretion of our Board of Directors. Our directors hold office untilAs of the third succeeding2017 Annual Meeting, of Shareholders aftereach director for election will be elected annually. Directors elected prior to the 2017 Annual Meeting will complete their respective election,term, unless otherwise stated, and until their successors have been duly elected and qualified. Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden hold office until the 2018 Annual Meeting. George Feldenkreis, Jane E. DeFlorio and Joe Arriola hold office until the 2019 Annual Meeting.

CORPORATE GOVERNANCE

Board Responsibilities, Structure and Requirements

The board oversees, counsels and directs management in our long-term interests and those of our shareholders. The board’s responsibilities include:

The board has a “lead independent director” Jane E. DeFlorio who was elected lead independent director in May 2015. The responsibilities of the lead independent director are as follows: (i) presides at all meetings of the board at which the Chairman is not present including presiding at executive sessions of the board (without management present) at every regularly scheduled board meeting,meetings, (ii) serves as a liaison between the Chairman (and management) and the independent directors, (iii) approves meeting agendas, time schedules and other information provided to the board, and (iv) is available for direct communication and consultation with major shareholders, as appropriate, upon request. Our lead independent director also has the authority to call meetings of the independent directors.

Our Company previously had one person serving as both our CEO and Chairman of the Board. In April 2016, the roles were separated when Oscar Feldenkreis was appointed CEO by our board of directors. George Feldenkreis, our former CEO, continues to serve as Executive Chairman of our Board of Directors. We believe this is the most appropriate structure at this time.

All of our directors are expected to comply with our Code of Business Conduct and Ethics and our Insider Trading Policy. The BoardOur Code of Directors conducts an annual self-assessment. The board decided to schedule the fiscal 2016 assessment for when the majority of directors have served together for at least one year. In addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors. We reimburse directors for all expenses they incur in attending such programs.

CEO Succession

In 2015, the board adopted a management succession plan with respect to the position of CEO. George Feldenkreis, who is 80 years old, founded the Company in 1967Ethics and has served as the Company’s CEO and Chairman of the Board since 1993, has after an esteemed career of approximately 50 years of leading and overseeing the Company’s substantial growth and success, transitioned from his role as Chief Executive Officer and is now serving as Executive Chairman of the Board. In his role as Executive Chairman, he will continue to have an integral role in strategic planning and the development of M&A, international, licensing and other growth opportunities where his experience and extensive knowledge of Perry Ellis and the apparel industry can help the Company create value for its shareholders. Oscar Feldenkreis, who has been involved in all aspects of the Company’s operations since joining the Company full-time in 1980 and serving as President/COO since 1993 and Vice Chairman of the Board since 2005, is now the Company’s CEO and President. In designating Oscar Feldenkreis to be the Company’s CEO, your board took into consideration, among other factors, the substantial and pivotal role that Oscar Feldenkreis has playedConduct are posted in the growth and success of the Company over the past 35 years the key role he played in expanding the scope of the Company’s business beyond private-label distribution as Perry Ellis successfully branched into branded men’s and women’s apparel, and that, other than George Feldenkreis, no one is as familiar with the Company as Oscar Feldenkreis, having served as President/COO and a member of your board for close to four decades. The board believes that Oscar Feldenkreis’ extensive knowledge of and experience with the Company, his deep understanding of the apparel industry, and his extensive network of relationships within the industry, together with his strong commitment, dedication and work ethic, makes him the best candidate to serve as the Company’s next CEO and lead Perry Ellis as it enters its next era of growth and value creation. The board firmly believes that this plan achieves both continuity and the continued success“Our Company” section of our Company.website atwww.pery.com.

Meetings and Committees of the Board of Directors

The Board of Directors and its committees meet throughout the year on a set schedule, and hold special meetings and act by written consent from time to time as appropriate. During fiscal 2016 ,2017, our Board of Directors held tenseven meetings including board meetings held via conference call. During fiscal 2016,2017, all of our then current directors attended at least 75% of the meetings of the Board of Directors and applicable committees on which they served. We strongly encourage all directors to attend the 20162017 Annual Meeting of Shareholders, but we have no specific policy requiring attendance by directors at such meeting. All of our then current directors attended the 20152016 Annual Meeting of Shareholders.

The board delegates various responsibilities and authority to different board committees. Committees regularly report on their activities and actions to the full board. TheDuring fiscal 2017, the standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Investment Policy Committee. The board has determined that each member of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee is an independent director in accordance with the standards adopted by The Nasdaq Stock Market, Inc., or NASDAQ. Our independent directors meet without management at regularly scheduled executive sessions, in conjunction with regularly scheduled board and committee meetings, and at such other times as they deem appropriate.

Our board, or the applicable committee, has adopted a written charter for each of the Audit, Compensation, and Corporate Governance and Nominating Committees and has adopted corporate governance guidelines that address the composition and duties of the board and its committees. The charters for the Audit, Corporate Governance and Nominating, and Compensation Committees, and our corporate governance guidelines,Corporate Governance Guidelines, are posted in the “Our Company” section of our website atwww.pery.com, and each is available in print, without charge, to any shareholder. Each of the committees has the authority to retain independent advisors and consultants with all fees and expenses to be paid by us.

Audit Committee

The Audit Committee is presently comprised of Bruce J. Klatsky, Chairman of the committee, Jane E. DeFlorio, Michael W. Rayden and J. David Scheiner. Mr. Klatsky was appointed to the Committee in December 2015. Ms. DeFlorio served on the Committee for the entirety of fiscal 2016. During fiscal 2016, Mr. Scheiner was a member of the Audit Committee until April 2015 and rejoined the Audit Committee in July 2015. Mr. Rayden was appointed to the Audit Committee when he joined the board in July 2015. The Audit Committee’s functions include overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, the selection and qualifications of our independent registered public accounting firm, and the performance of our internal audit function and controls regarding finance, accounting, risk, legal compliance and ethics that management and our Board of Directors have established. In this oversight capacity, the Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including any recommendations to improve the system of accounting and internal controls. The Audit Committee met on thirteen occasions during fiscal 2016,2017, including participation in conference calls with members of management and our independent registered public accounting firm to review and pre-approve earnings releases and our quarterly and annual periodic reports before their issuance.

The Audit Committee is comprised of outside directors who are not officers or employees of us or our subsidiaries. In the opinion of the Board of Directors, all of the members of the Audit Committee are “independent” as that term is defined in the NASDAQ listing standards and the rules and regulations of the SEC, and these directors are independent of management and free of any relationships that would interfere with their exercise of independent judgment as members of the Audit Committee. Additionally, each of Bruce J. Klatsky, Jane E. DeFlorio and Michael W. Rayden has been determined by our Board of Directors to meet the qualifications of an “Audit Committee Financial Expert” as defined in the SEC’s rules.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, reports directly to the Audit Committee. Our internal audit department also reports directly to the Audit Committee through the Vice PresidentDirector of Internal Audit. The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and the SEC’s rules adopted thereunder, meets with management and the independent registered public accounting firm prior to the filing of our periodic reports. The Audit Committee has also adopted policies and procedures for reporting improper activity to enable confidential and anonymous reporting of improper activities to the Audit Committee and the treatment of such reported activity.

Compensation Committee

The Compensation Committee is presently comprised of J. David Scheiner, Chairman of the committee, Bruce J. Klatsky, Michael W. Rayden and Alexandra Wilson. Mr. Scheiner and Ms. Wilson served on the Committee during the entirety of fiscal 2016. Mr. Klatsky and Mr. Rayden were appointed to the Compensation Committee in July 2016 when they both joined the board. The Compensation Committee determines the goals and objectives, and makes determinations regarding the salary and incentives, for the CEO, approves salaries and incentives for other executive officers, administers our incentive compensation plans and makes recommendations to the Board of Directors and senior management regarding our compensation programs, including an assessment of the risks associated with such programs. The Compensation Committee held elevenseven meetings during fiscal 20162017 including committee meetings held via conference calls.

Corporate Governance and Nominating Committee

In March 2015, after a review of the composition, duties and responsibilities of each of its committees, and upon the recommendation by the Corporate Governance Committee, the Board of Directors determined to streamline its committees and combined the Corporate Governance Committee and the Nominating Committee into the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is comprised of Michael W. Rayden, Chairman of the committee, Joe Arriola, Jane E. DeFlorio, Bruce J. Klatsky, Jane E. DeFlorio, J. David Scheiner and Alexandra Wilson, all

independent directors. During fiscal 2016,2017, the Corporate Governance and Nominating Committee met fourteen times. Prior to the combination of the two committees, the Corporate Governance Committee met one time during fiscal 2016. Ms. DeFlorio, Mr. Scheiner and Ms. Wilson served on the Corporate Governance and Nominating Committee during the entirety of fiscal 2016, and each of Messrs. Arriola, Klatsky and Rayden were appointed to the Corporate Governance Committee and Nominating Committee when they each joined the board in fiscal 2016.four times including committee meetings held via conference calls.

The Corporate Governance and Nominating Committee is responsible for evaluating our governance and the governance of our board and its committees; monitoring our compliance and that of the board and its committees with our corporate governance guidelines; and evaluating our corporate governance guidelines and reviewing those matters that require the review and consent of the independent directors of the board and that are not otherwise within the responsibilities delegated to another committee of the board. The committee assists the Board of Directors, by identifying and recommending to the board qualified potential board nominees in advance of each Annual Meeting of Shareholders. Pursuant to the board membership criteria as set forth in the corporate governance guidelines, the committee requires that each director or nominee that it considers for the Board of Directors: (1) be a person of personal and professional integrity; (2) demonstrate seasoned business judgment; (3) be independent from management (with respect to outside directors); (4) possess strategic planning experience/vision; and (5) have sufficient time to commit to the board. Additionally, pursuant to our corporate governance guidelines, the committee has determined that it will consider a number of other factors, skills and characteristics in evaluating candidates for the Board of Directors, such as:

The board believes that it should be a diverse body and the Corporate Governance and Nominating Committee regularly evaluates the composition of the Board of Directors in light of the Company’s strategies, business focus and related factors. In assessing the appropriate composition of the Board of Directors, the committee considers diversity. The committee approaches diversity broadly, including gender and cultural diversity, and takes into account the candidates’ various professional and personal backgrounds, skill sets and business perspectives.

The committee will consider a candidate recommended by a shareholder, provided that the shareholder mails a timely received recommendation to us that contains the following:

In making its determination whether to recommend that the Board of Directors nominate a candidate who has been recommended by a shareholder, the committee will consider, among other things, (a) the appropriateness of adding another director to the Board of Directors and (b) the candidate’s background and qualifications. The committee may conduct an independent investigation of the background and qualifications of a candidate recommended by a shareholder, may request an interview with the candidate and request that the

candidate complete the Company’s standard director and officer questionnaire. The committee will not determine whether to recommend that the Board of Directors nominate a candidate until the committee completes what it believes to be a reasonable investigation, even if that delays the recommendation until after it is too late for the candidate to be nominated with regard to a particular meeting of shareholders. When the committee determines not to recommend that the Board of Directors nominate a candidate, or the board determines to nominate or not to nominate a candidate, the committee will notify the recommending shareholder and the candidate of the determination.

Investment Policy Committee

TheDuring fiscal 2017, the Investment Policy Committee is presentlywas comprised of Joe Arriola, Chairman of the committee, Jane E. DeFlorio and Alexandra Wilson. Ms. DeFlorio and Ms. Wilson served on the Investment Policy Committee during the entirety of fiscal 2016. Mr. Arriola was appointed to the Committee when he joined the board in fiscal 2016. The Investment Policy Committee’s function iswas to oversee and administer the retirement plan and the pension plan acquired as a result of our 2003 acquisition of Perry Ellis Menswear, LLC and our 401(k) plan. The Investment Policy Committee met on sixthree occasions during fiscal 20162017 including committee meetings held via conference calls. After the termination of the pension plan, the Board of Directors reviewed the purpose, duties and responsibilities of the Investment Policy Committee and upon the recommendation of the Corporate Governance and Nomination Committee, determined to streamline its committees and dissolve the Investment Policy Committee as a committee of the Board of Directors in March 2017.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee (i) has ever been an officer or employee of us, (ii) has any relationship requiring disclosure by us under SEC rules, or (iii) is an executive officer of another entity where one of our executive officers serves on the Board of Directors.

Board Self-Evaluation

Our Board of Directors annually evaluates and assesses its performance and effectiveness. This assessment includes a comprehensive review of responsibilities, processes, and effectiveness. In addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors. We reimburse directors for all expenses they incur in attending such programs.

Director Independence

The board has determined that a majority of its members and a majority of its recommended director nominees arenominee is “independent” in accordance with NASDAQ standards. In determining the independence of our directors and director nominees,nominee, our Board of Directors considered information regarding the relationships between each director or director nominees and his or her family and us. Our Board of Directors made its determinations under the listing requirements of NASDAQ. The NASDAQ independence definition includes a series of objective tests, such as that the director or director nominee is not our employee and has not engaged in various types of business dealings with us. The NASDAQ definition also includes a subjective test. As required by the NASDAQ listing requirements, our Board of Directors made a subjective determination as to each independent director and director nominee that no relationships exist that, in the opinion of the Board of Directors, would interfere with each such director’s or director nominee’s exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and director nomineesnominee to us with regard to each such person’s business and personal activities as they may relate to us and our management. After reviewing the information presented to it, our Board of Directors concluded that Joe Arriola, Jane E. DeFlorio, Bruce J. Klatsky, Michael W. Rayden, J. David Scheiner and Alexandra Wilson each satisfied the NASDAQ standards of independence.

In addition to the NASDAQ standards for independence, the directors who serve on the Audit Committee and Compensation Committee each satisfy standards established by the SEC to qualify as “independent” for the purposes of serving on the Audit Committee and Compensation Committee, respectively. The SEC standards provide that members of the Audit Committee may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from us other than their director compensation and the SEC standards provide that any such consulting, advisory, or other compensatory fee be taken into account in determining the independence of Compensation Committee members.

Shareholder Communication with the Board of Directors

Our Board of Directors has established a procedure that enables shareholders to communicate in writing with members of the Board of Directors. Any such communication should be addressed to Perry Ellis International, Inc., 3000 N.W. 107th Avenue, Miami, Florida 33172, Attention: General Counsel. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by our Board of Directors, upon receipt of such communications, our General Counsel will log receipt of such communications and send a copy of all communications that the General Counsel believes are bona fide and require attention to each member of our Board of Directors, identifying each one as a communication received from a shareholder. The General Counsel will also periodically provide our Board of Directors with a summary of all communications received and any responsive actions taken. Absent unusual circumstances, at the next regularly scheduled meeting of our Board of Directors held more than two days after a communication has been distributed, the Board of Directors will consider the substance of any communication that any director wants to discuss.

Corporate Governance Guidelines

The board has adopted Corporate Governance Guidelines. The Corporate Governance and Nominating Committee is responsible for overseeing these guidelines and making recommendations to the board concerning corporate governance matters. Among other matters, the guidelines address the following items concerning the board and its committees:

Majority Voting in the Election of Directors

In fiscal 2015, upon the recommendation of theOur Corporate Governance and Nominating Committee, the board amended the Corporate Governance Guidelines to provide for majority voting in the election of directors at uncontested meetings of shareholders, preserving plurality voting in the election of directors at contested meetings of shareholders. Specifically, our Corporate Governance Guidelines provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of the majority of the votes cast with respect to such candidate at any meeting for the election of directors at which a quorum is present (meaning that the votes cast “for” a candidate’s election must exceed the votes cast “against” that candidate’s election). The majority voting standard would not apply in contested elections, which means an election in which the number of director nominees exceeds the number of directors to be elected at the meeting.

Corporate Governance Practices

The board has adopted best practices in corporate governance. Examples of the board’s commitment to best practices in corporate governance are the following:

to tender their resignations to the Corporate Governance and Nominating Committee, which then decides whether to recommend to the board that such resignation be accepted.

Role of Board of Directors in Risk Oversight

We have a comprehensive enterprise risk management process in which management is responsible for managing our risks and the board and its committees provide review and oversight in connection with these efforts. Risks are identified, assessed and managed on an ongoing basis by management and addressed during periodic senior management meetings, resulting in both board and committee discussions and public disclosure, as appropriate. The board is responsible for overseeing management in the execution of its risk management responsibilities and for reviewing our approach to risk management. The board administers this risk oversight function either through the full board or through one of its standing committees, each of which examines various

components of our enterprise risks as part of its responsibilities. An overall review of risk is inherent in the board’s consideration of our long and short term strategies, acquisitions and significant financial matters. The Audit Committee oversees financial risks (including risks associated with accounting, financial reporting, enterprise resource planning, and collectability of receivables), legal and compliance risks, and other risk management functions. The Compensation Committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements, including a periodic review of such compensation programs to ensure that they do not encourage excessive risk-taking. The Investment Policy Committee considers risks related to the retirement and pension plan and 401(k) plan. The Corporate Governance and Nominating Committee considers risks related to the recruitment and retention of directors with the appropriate background to oversee, counsel and direct management, risks related to management succession planning and overall corporate governance practices.

The Board of Directors is responsible for overseeing the design of the risk management process and, in that regard, created an Enterprise Risk Management Committee (“ERM Committee”), a non-board committee under the supervision of our CEO, to centrally coordinate the comprehensive enterprise risk management process. The ERM Committee has a top risks plan that is reviewed at least semi-annually by the ERM Committee. The ERM Committee reviews our programs and processes related to risk management, and the individuals responsible for them. The ERM Committee categorizes enterprise risk into five categories: Financial/Reporting, Compliance and Legal, Strategic and External, Operational, and Technology, and then reviews and analyzes the likelihood, impact, inherent risk and residual risk for all identified risks. Included in the review is the identification of the top concerns, assessment of their possible impact and probability, and identification of the responsible risk owner. The ERM Committee regularly assesses, monitors and re-evaluates our risks and provides regular updates to the Board of Directors and its committees, as applicable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

Pursuant to our written Related Party Transaction Policy, our Corporate Governance and Nominating Committee and Audit Committee share the responsibility for the review and approval of “related party transactions” between us and our executive officers, directors or other related persons including the transactions described below. The policy applies to any person who is or was a director, officer, nominee for director or 5% or greater shareholder of us since the beginning of our last fiscal year and their immediate family members. In reviewing the proposed transaction, the approving committee will consider all relevant facts and circumstances, including without limitation (i) the business reasons for us to enter into the transaction; (ii) the benefit and perceived benefit, or lack thereof, of the transaction to us, (iii) the commercial reasonableness of the terms of the transaction; (iv) the materiality of the transaction to us; (v) whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party; (vi) the extent of the related party’s direct or indirect interest in the transaction; (vii) if applicable, the impact of the transaction on a non-employee director’s independence; (viii) the actual or apparent conflict of interest of the related party participating in the transaction; and (ix) any other transactions currently in effect involving the same related party. We do not consider the following types of transactions to involve a material interest on the part of the related party and will not review, nor will we require approval or ratification, under the Related Party Transaction Policy of (i) transactions in which the related party’s interest derives solely from his or her service as a director of another corporation or organization that is a party to the transaction; (ii) transactions in which the related party’s interest derives solely from his or her ownership of less than 10% of the equity interests in another person (other than a general partnership interest) that is a party to the transaction; (iii) transactions in which the related party’s interest derives solely from his or her ownership of a class of equity securities of the Company and all holders of that class of equity securities will receive the same benefit on a pro rata basis; (iv) transactions in which the related party’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from us, which donations are made pursuant to our policies and approved by persons other than the related party; (v) compensation arrangements of any executive officer of the Company, if such arrangements have been approved by the Compensation Committee of the board or its delegate; (vi) director compensation arrangements, if such arrangements have been approved by the board; and (vii) transactions involving less than $30,000 in amount. The approving committee will not approve or ratify a transaction unless it will have determined that, upon consideration of all relevant information, the proposed transaction is in, or not inconsistent with, the best interests of us and our shareholders. It is the responsibility of each director and executive officer to bring any related party transactions to our attention before we enter into the transaction. In addition, we circulate written questionnaires to our executive officers and directors each year that ask for information about related party transactions. In reviewing and approving related party transactions, directors of the approving committee who do not have an interest in the transaction consider the relevant facts and determine whether the transaction is not less favorable to us than could have been obtained by us in arm’s-length negotiations with unaffiliated persons. The Related Party Transaction Policy is posted in the “Our Company” section of our website atwww.pery.com.

The Company was founded by brothers George and Isaac Feldenkreis. Since the Company was founded approximately 50 years ago, the Feldenkreis family has played an active role in the Company. Since 1967, three generations of the Feldenkreis family have worked at Perry Ellis. Even though the Company’s initial public offering in 1993 occurred more than two decades ago, the Feldenkreis family has continued to maintain a very substantial equity ownership in the Company and currently has beneficial ownership of more than 20%18% of our issued and outstanding equity.

Since 1967, George Feldenkreis and a number of his family members have served the Company in key management positions. In addition to George Feldenkreis’ position as our Executive Chairman, his son, Oscar Feldenkreis, serves as our Vice Chairman, CEO/President, and Fanny Hanono, his daughter, has worked for us since 1988, serving the Company in a variety of managerial capacities. Ms. Hanono currently serves as our Executive Vice President – Administration where, among other responsibilities, she oversees the Company’s real

estate facilities, logistics, procurement, customs compliance programs and management of our foreign offices. During fiscal 2016,

2017, Ms. Hanono received approximately $314,953$364,000 in salary, bonus and benefits, plus the value of approximately $55,060 of time-vested$56,697 time-vesting restricted stock and $113,000 performance-based restricted stock granted under the Fiscal 20162017 LTI Plan, which vests over three years. The Company employs other members of the extended Feldenkreis family, but none of these employees received total compensation in an amount more than $120,000 during fiscal 2016.2017.

The Company leases approximately 16,000 square feet for administrative offices, and leased approximately 50,000 square feet for warehouse distribution and retail, at facilities owned by our Executive Chairman, George Feldenkreis. These facilities were designed specifically for use by the Company and are in close proximity to our Miami, Florida headquarters. During the first half of fiscal 2015, we amended the existing ten-year leaseslease to extend the term for five years, beginning July 1, 2014 and expiring June 30, 2019. Pursuant to those amendments,the amended lease agreement, beginning July 1, 2014, the basic monthly rent became $41,750$14,666 and increases 3% on the first month of each of the remaining 12-month periods during the extended term. Rent expense, including insurance and taxes, for these leasesthe lease amounted to approximately $487,000,$243,000, or $9.87$15.19 per square foot, for fiscal 2016.2017. Prior to the Company entering into the amended leases,lease, our Corporate Governance and Nominating Committee, taking into consideration information from independent third party sources, reviewed the terms of the lease extensions. In October 2014, we transitioned our operations out of the warehouse space. In order to minimize the costs associated with an early termination ofextension and determined the lease relating to the warehouse and retail space, we engaged a real estate broker to assist us in finding a replacement tenant and agreed to be responsible for the related brokerage fees incurred of approximately $215,000. The retained broker identified a new tenant for the warehouse and retail space that is unrelated to the Company and we entered into a lease termination agreement relating to the warehouse and retail space on April 13, 2015. We incurred $180,000 of lease termination fees, including costs related to certain tenant improvements such as painting the interior and exterior of the building and improvements to the parking lot, whichterms were agreed upon in order to induce the new tenant to lease the space and allow us to terminate the lease prior to its expiration.

In the first month of fiscal 2016, we chartered an aircraft from a third-party aircraft charter business that in turn chartered an aircraft from a third-party entity owned by our Executive Chairman and CEO/President. We paid this third-party entity $42,000 for fiscal 2016 in connection with the lease of the aircraft from the third-party entity owned by our Executive Chairman and CEO/President. Although we still charter aircraft from the same third-party aircraft charter business, the aircraft we charter is no longer the one owned by our Executive Chairman and CEO/President.at market.

We are a party to licensing agreements with Isaco International, Inc. (“Isaco”), pursuant to which Isaco was granted the exclusive license to use the Perry Ellis and John Henry brand names in the United States and Puerto Rico to market a line of men’s underwear, hosiery and loungewear. We have been party to a licensing relationship with Isaco with respect to men’s underwear, hosiery and loungewear since 1995 and that licensing relationship predates our acquisition of the Perry Ellis and John Henry brands in 1999. The principal shareholder of Isaco is the father-in-law of Oscar Feldenkreis, our CEO/President. Royalty income earned from the Isaco license agreements amounted to $2.1$2.2 million for fiscal 2016.2017. Advertising reimbursements from the Isaco license agreements amounted to approximately $500,000 for fiscal 2016.2017. We buy licensed product from our numerous licensees to complement our direct-to-consumer product offerings for our retail stores and ecommerce sale. In fiscal 2016,2017, we purchased approximately $700,000$600,000 of licensed products from Isaco to fulfill our direct-to-consumer business needs.

For fiscal 2016,2017, we paid approximately $900,000$800,000 in insurance policy premiums for insurance tothat was secured for us by Sprezzatura Insurance Group LLC, an insurance intermediary company, from independent third-party insurance companies related to property and casualty, including cargo, employment practices, privacy and network liability, fiduciary, commercial crime, commercial accident and travel, kidnap and ransom, and comprehensive coverage of all of our foreign offices including liability and property coverage. Joseph Hanono, the grandson of George Feldenkreis, our Executive Chairman, , is the President of the Sprezzatura Insurance Group. The policy premiums for the insurance secured for the Company by the Sprezzatura Insurance Group represents approximately 7.6%5% of the Company’s total annual insurance premiums. On an annual basis, our Corporate Governance or Audit Committee reviews the Company’s arrangement with the Sprezzatura Insurance Group and, as part of such review, assess the extent to which the Company benefits from this arrangement. The third-party insurance consultant that was retained by us to review our transactions with the Sprezzatura Insurance Group determined that the insurance policies that we obtained through Sprezzatura Insurance Group provided appropriate coverage for the risk profile of our business and operations. The consultant further concluded that the premium cost of those insurance policies appeared to be at or favorable to market.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the close of business on April 28, 2016,the record date, May 1, 2017, information with respect to the beneficial ownership of our common stock by (i) each person who is known by us to beneficially own 5% or more of our outstanding common stock, (ii) each of the Named Executive Officers listed onin the Summary Compensation Table below, (iii) each of our directors and nomineesnominee for director, and (iv) all of our directors, nomineesnominee for director and executive officers as a group. We are not aware of any beneficial owner of more than 5% of our outstanding common stock other than as set forth in the following table.

of the record date, (e) 20,7504,940 shares of restricted stock held directly by Oscar Feldenkreis which vest on April 28, 2017,22, 2018, (f) 17,549 shares of restricted stock held directly by Oscar Feldenkreis, which vest on April 30, 2016, (g) 9,88014,777 shares of restricted stock held directly by Oscar Feldenkreis, which vest in two equal annual installments beginning on April 22, 2017, (h) 22,16620, 2018, (g) 19,716 shares of restricted stock held directly by

Oscar Feldenkreis, which vest in three equal annual installments beginning on April 20, 2017 and (i)25, 2018, (h) 44,333 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals), and (i) 39,425 shares of performance stock granted in April 2017, which vest up to 100%, provided that Oscar Feldenkreis is still an employeecertain performance criteria have been achieved as of the last day of fiscal 2020 (and he may be entitled to additional performance shares if the Company on such date.exceeds the performance goals). Mr. Feldenkreis has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted and performance shares until the shares have vested.vested; the shares described in clauses (a) – (c) are pledged and held in a margin account.

(5)	Represents (a) 5,317 shares of restricted stock held directly by Mr. Arriola which vest on June 9, 2017, and (b) 500 shares owned by a revocable trust of which Mr. Arriola and his spouse are the trustees.

(6)

Represents (a) 1,1303,116 shares of common stock held directly by J. DavidMr. Scheiner, (b) 2,568 shares of restricted stock held directly by Mr. Scheiner, which vest in three equal annual installments commencing on July 17, 2016, (c) 2,2601,712 shares of restricted stock held directly by Mr. Scheiner, which vest in two equal annual installments commencing on July 17, 2017, (c) 1,130 shares of restricted stock held directly by Mr. Scheiner, which vest on June 5, 2016,2017, (d) 5,317 shares of restricted stock held directly by Mr. Scheiner, which vest on June 9, 2017, and (d) 3,438(e) 5,157 shares of common stock issuable upon the exercise of stock appreciation rights held by Mr. Scheiner that are exercisable within 60 days of the record date. Mr. Scheiner has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(7)

Represents (a) 1,1303,116 shares of common stock held directly by AlexandraMs. Wilson, (b) 2,568 shares of restricted stock held directly by Ms. Wilson, which vest in three equal annual installments commencing on July 17, 2016, (c) 2,2601,712 shares of restricted stock held directly by Ms. Wilson, which vest in two equal annual installments commencing on July 17, 2017, (c) 1,130 shares of restricted stock held directly by Ms. Wilson, which vest on June 5, 2016,2017, (d) 5,317 shares of restricted stock held directly by Ms. Wilson, which vest on June 9, 2017, and (d) 3,922(e) 5,883 shares of common stock issuable upon the exercise of stock appreciation rights held by Ms. Wilson that are exercisable within 60 days of the record date. Ms. Wilson has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(8)

Represents (a) 4121,680 shares of common stock held directly by JaneMs. DeFlorio, (b) 2,568 shares of restricted stock held directly by Ms. DeFlorio, which vest in three equal annual installments commencing on July 17, 2016, (c) 8241,712 shares of restricted stock held directly by Ms. DeFlorio, which vest in two equal annual installments commencing on July 17, 2017, (c) 412 shares of restricted stock held directly by Ms. DeFlorio, which vest on December 12, 2016,2017, (d) 5,317 shares of restricted stock held directly by Ms. DeFlorio, which vest on June 9, 2017, and (d) 1,272(e) 2,544 shares of common stock issuable upon the exercise of stock appreciation rights held by Ms. DeFlorio that are exercisable within 60 days of the record date. Ms. DeFlorio has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(9)	Represents 2,568(a) 856 shares of common stock held directly by Mr. Klatsky, (b) 1,712 shares of restricted stock held directly by BruceMr. Klatsky, which vest in threetwo equal annual installments commencing on July 17, 2016.

(10)	Represents 2,5682017, (c) 5,317 shares of restricted stock held directly by Michael Rayden,Mr. Klatsky, which vest in three equal annual installments commencing on July 17, 2016.

(11)

Represents (a) 8,835 shares of common stock held directly by Ms. Britt, (b) 5,000 shares of common stock issuable upon the exercise of stock options held by Ms. Britt that are currently exercisable or are exercisable within 60 days of the record date, (c) 18,640June 9, 2017, and (d) 1,355 shares of common stock issuable upon the exercise of stock appreciation rights held by Ms. BrittMr. Klatsky that are exercisable within 60 days of the record date, (d) 2,766date.

(10)

Represents (a) 856 shares of restrictedcommon stock which vest on April 28, 2017, (e) 2,339 shares of restricted stock, which vest on April 30, 2016, (f) 2,196held directly by Mr. Rayden, (b) 1,712 shares of restricted stock held directly by Ms. Britt,Mr. Rayden, which vest in two equal annual installments beginningcommencing on April 22,July 17, 2017, (g) 4,485(c) 5,317 shares of restricted stock held directly by Ms. Britt,Mr. Rayden, which vest in three equal annual installments beginning on April 20,June 9, 2017, and (h) 8,969(d) 1,355 shares of performancecommon stock granted in April 2016, which vest up to 100%, providedissuable upon the exercise of stock appreciation rights held by Mr. Rayden that certain performance criteria have been achieved asare exercisable within 60 days of the last day of fiscal 2019 (and she may be entitled to additional performance shares if the Company exceeds the performance goals) and that Ms. Britt is still an employee of the Company on suchrecord date. Ms. Britt has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(12)(11)

Represents (a) 12,10915,576 shares of common stock held directly by Mr. Voith, (b) 23,5976,261 shares of common stock issuable upon the exercise of stock appreciation rights held by Mr. Voith that are exercisable within 60

days of the record date, (c) 3,9261,558 shares of restricted stock held directly by Mr. Voith, which vest on April 28, 2017,22, 2018, (d) 3,320 shares

of restricted stock, which vest on April 30, 2016, (e) 3,1162,545 shares of restricted stock held directly by Mr. Voith, which vest in two equal annual installments beginning on April 22, 2017, (f) 3,81920, 2018, (e) 3,399 shares of restricted stock held directly by Mr. Voith, which vest in three equal annual installments beginning on April 20, 2017 and (g)25, 2018, (f) 15,275 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals), and (g) 13,585 shares of performance stock granted in April 2017, which vest up to 100%, provided that Mr. Voith is still an employeecertain performance criteria have been achieved as of the

last day of fiscal 2020 (and he may be entitled to additional performance shares if the Company on such date.exceeds the performance goals). Mr. Voith has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted and performance shares until the shares have vested.

(13)(12)

Represents (a) 9961,802 shares of common stock held directly by Mr. Silverstein, (b) 75,00050,000 shares of restricted stock, which vest in threetwo equal annual installments beginning on September 9, 2016,2017, (c) 3,1161,558 shares of restricted stock held directly by Mr. Silverstein, which vest on April 22, 2018, (d) 2,545 shares of restricted stock held directly by Mr. Silverstein, which vest in two equal annual installments beginning on April 22, 2017, (d) 3,81920, 2018, (e) 3,399 shares of restricted stock held directly by Mr. Silverstein, which vest in three equal annual installments beginning on April 20, 2017 and (e)25, 2018, (f) 15,275 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals), and (g) 13,585 shares of performance stock granted in April 2017, which vest up to 100%, provided that Mr. Silverstein is still an employeecertain performance criteria have been achieved as of the last day of fiscal 2020 (and he may be entitled to additional performance shares if the Company on such date.exceeds the performance goals). Mr. Silverstein has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted and performance shares until the shares have vested.

(13)

Represents (a) 10,000 shares of restricted stock held directly by Mr. Rattner, which vest as follows: 3,333 on February 6, 2018, 3,333 shares on February 6, 2019, and 3,334 shares on February 6, 2020, (b) 3,300 shares of restricted stock held directly by Mr. Rattner, which vest over three years beginning April 25, 2018, and (c) 6,595 shares of performance stock granted in April 2017, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2020 (and he may be entitled to additional performance shares if the Company exceeds the performance goals).

(14)

Includes (a) 1,689,1471,684,985 shares of common stock directly held, (b) 1,102,735994,735 shares of common stock indirectly held, (c) 27,7679,688 shares of common stock issuable upon the exercise of stock options that are currently exercisable or are exercisable within 60 days of the record date, (d) 336,557153,314 shares of common stock issuable upon the exercise of stock appreciation rights that are currently exercisable or are exercisable within 60 days of the record date, (e) 276,774193,765 shares of restricted stock, that have been granted, and (f) 99,660182,090 shares of performance stock that have been granted.stock.

(15)

Based solely on information contained in a Schedule 13G filed with the SEC for the period ended December 31, 2015.2016. Dimensional Fund Advisors LP (“Dimensional”), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities of the Company described in its Schedule 13G that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the IssuerCompany held by the Funds. However, all securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(16)	Based solely on information contained in a Schedule 13G filed with the SEC for the period ended December 31, 2015.2016. Represents shares of common stock held by BlackRock, Inc. and with respect to which BlackRock, Inc. has sole voting and dispositive power.

(17)	Includes restricted and common stock equal in value to five times base salary; executive is expected to retain 50% of the after-tax profit shares upon vesting or exercise of all equity grants until meeting the executive stock ownership guidelines.

(18)	Includes restricted and common stock equal in value to three times the annual cash retainer; nonmangementnonmanagement director is expected to retain 100% of the after-tax profit shares acquired upon vesting or exercise of all equity grants until meeting the stock ownership guidelines.

(19)	Includes restricted and common stock equal in value to one times base salary, executive is expected to retain 50% of the after-tax profit shares upon vesting or exercise of all equity grants until meeting the executive stock ownership guidelines.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% percent of our common stock to file reports of beneficial ownership and changes in ownership of our common

stock with the SEC. Such persons are required to furnish us with copies of all Section 16(a) forms they file.

Based on a review of our records or oral or written representations from certain reporting persons subject to Section 16(a), we believe that, with respect to fiscal 2016,2017, all filing requirements applicable to our directors and executive officers who are subject to Section 16(a) were complied with.

DIRECTOR COMPENSATION

Directors’ compensation is established by the Board of Directors upon the recommendation of the Compensation Committee. Directors who are also our employees are not paid any fees or other remuneration for service on the board or any of its committees. The fiscal 2016 directors’ compensation through December 3, 2015, was paid at the same levels as those provided at the end of the fiscal year ended January 31, 2015. Specifically, the compensation for our independent directors was as follows: (i) $35,000 retainer per year, payable in quarterly installments; (ii) $1,000 for each board and/or committee meeting attended in person, except for attendance at Nominating Committee and Governance Committee meetings, which did not generate a meeting fee; and (iii) an annual grant of restricted common stock equal to $60,000 in value, with vesting to occur in three equal annual installments (the “Fee Program”). Additionally, the committee chairperson for each of the Compensation Committee, the Corporate Governance and Nominating Committee and Investment Policy Committee received a $5,000 additional cash retainer per year, and the Audit Committee Chair received a $10,000 additional cash retainer per year. New directors to the Company also received a stock option or stock appreciation rights award equal to $50,000 in option or appreciation rights value, as applicable, with three-year vesting (the “New Director Program”). Directors are reimbursed for travel and lodging expenses in connection with their attendance at meetings. Directors are also entitled to receive stock options or stock appreciation rights under our equity compensation plans.

In fiscal 2016, the Compensation Committee engaged the outside compensation consultant, Frederic W. Cook, Inc. (“Cook”), to review the competitiveness of our non-employee director compensation including market practices relative to the Company’s fiscal 2016 peer group (as described in the section of this proxy statement captioned “Executive Compensation Policy”). The consultant’s review and analysis included collecting market data from the latest proxy filings for peer companies and reviewing published surveys representative of industry market practices. Additionally, the consultant’s review encompassed an analysis of competitive practices, prevalence and trends relating to annual cash compensation (retainers and meeting fees), equity-based compensation (stock options, stock appreciation rights, full-value shares), and other notable practices (committee chair and lead director premiums). The Cook study indicated that the value of the non-employee director compensation program was below the 25^th percentile of market practice. Based on a review and analysis of the recommendations presented by Cook, the non-employee director compensation programs were realigned to be in the median range of the Company’s fiscal 2016 peer group, taking into consideration factors such as the significant time commitment associated with board service for the Company. Accordingly, effective December 3, 2015, the non-employee directors’ compensation was adjustedset as follows: the annual board cash retainer was increased from $35,000 to $80,000, payable in quarterly installments; board and committee meeting fees were eliminated; the value of the annual equity grant of restricted common stock was increased from $60,000 in value to $110,000 in value of restricted common stock, with a one year vest period; period (“Fee Program”); a grant of a stock option or stock appreciation rights award equal to $50,000 in option or appreciation rights value, as applicable, with three-year vesting to new directors (“New Director Program”) was eliminated; a $20,000 additional annual cash retainer, payable in quarterly installments, to the Independent Lead Director was implemented; the Audit Chairman annual cash retainer was increased from $10,000 to $15,000; the Compensation Chairman annual cash retainer was increased from $5,000 to $12,500 the Governance and Nominating Committee and Investment Committee Chair annual cash retainers were increased from $5,000 to $7,500 .$7,500. All cash retainers are payable in quarterly installments. The fiscal 2017 director’s compensation was paid at the same levels as set in fiscal 2016.

It is our Company’s policy to strongly encourage stock ownership by our directors to closely align the interests of directors and shareholders. Under the director stock ownership policy in place from May 2013 until December 3, 2015, directors were expected to accumulate Company stock with a value of one times their annual equity retainer, over a three-year period, and then retain shares. In conjunction with the fiscal 2016 review of non-employee director compensation programs, and effective December 3, 2015 the Compensation Committee adopted enhanced stock ownership guidelines to further align the interests of directors and shareholders. Under the new policy, non-employee directors are expected to retain three times the value of the annual board cash

retainer and retain 100% of the after-tax profit shares acquired upon vesting or exercise of all equity grants until they meet the stock ownership guidelines. Given the significant increase in the stock ownership requirement and appointment of several new members to the Board over the past 24 months, as of the end of fiscal 2016,2017, none of our non-employee directors met the new stock ownership targets.

Our stock ownership guidelines are posted in the “Our Company” section of the website atwww.pery.com.

The following table sets forth compensation information for fiscal 20162017 for all of our then current non-employee directors.

Fiscal Year 20162017 Director Compensation

The following table sets forth the stock options, SARs and restricted shares held at January 30, 2016,28, 2017, by each individual referenced in our Fiscal 20162017 Director Compensation table above.

Director Outstanding Equity Awards at Fiscal Year End

Our directors are not eligible to participate in our pension or retirement plans and did not receive any deferred compensation earnings or non-equity incentive plan compensation during fiscal 2016.2017.

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis reflects the positions with the Company held by the members of our executive management team during the fiscal years discussed below. As described in the section of this proxy statement titled “Corporate Governance—CEO Succession” above, George Feldenkreis became our Executive Chairman and Oscar Feldenkreis became our CEO/President in April 2016.

EXECUTIVE SUMMARY

Our compensation philosophy is designed to:

Our fiscal 20162017 compensation programs reflect this philosophy and its principles.

During fiscal 2016,2017, we focused on five core business strategies, including:

Highlights for fiscal 2017 included:

As a result of our continued strategic strengthening, we accomplished the following during fiscal 2016:2017:

We believe that our positioning is strong and will provide continued momentum into fiscal 20172018 for growing profitable revenues, expanding gross margins and driving higher profit margins.

We set aggressive performance objectives for fiscal 20162017 and made progress toward our goals. AsHowever, as a result of our performance during fiscal 2016,2017, we paiddid not pay annual incentives to our named executivescompany-wide under our MIP Plan based onshort-term incentive compensation plan because we did not achieve the achievementpre-established “gatekeeper” performance goal of achieving prior year corporate EBITDA. In setting the pre-established adjusted gross margin objectives, divisional performance measures and individual goals. Thegoals for fiscal 2017, the Compensation Committee determined thatto concentrate the strategic goals for the Company are concentrated on sales growth, profitability enhancement and margin expansion. GivenWhile the challenging business environment and thewas challenging, we did make extensive progress that was made during fiscal 20162017 in terms of expanding adjusted EBITDA margin to 6.1%6.6%, which was driven by adjusted gross margin expansion of 170140 basis points, the committee determined that itpoints. However, our sales plan was appropriate to reward the CEOnot achieved which impacted our EBITDA goals and COO with a bonus commensurate to the bonuses awarded to other executives to reward the improvedprevented us from reaching our “gatekeeper” results for the year. As such, thepayment of annual incentive bonuses were determined to be $197,747 for each of the CEO and COO. Each of our named executive officers had an increase of salary of 3% for fiscal 2016, except for our CEO and COO who did not receive an increase in salary for fiscal 2016 versus fiscal 2015.officers.

Long-term incentive awards were made in the form of time-vested restricted stock and performance-based incentive plan awards that pay in cash or stock, which were awarded in accordance with our prior practices awarding a combination of time-vested equity grants and performance-based incentive plan awards that pay in cash or stock, as applicable. The performance-based awards were designed to pay for performance for the fiscal 2016-20182017-2019 time periods and results of these awards will be determined at the end of fiscal 2018.2019. Performance-based awards made at the beginning of fiscal 20142015 and covering the 2014-20162015-2017 fiscal years paid out to the participants including all of ourparticipating named executive officers based on the Company achieving $2.7$2.65 billion in three-year cumulative revenue during the pre-established performance period, which exceeded the three-year cumulative threshold revenue objective of $2.43$2.52 billion.

The Compensation Committee believes these are appropriate pay outcomes given our financial performance and shareholder return during fiscal 20162017 and reflect the linkage between pay and performance.

Named Executive Officers

During fiscal 2016,2017, our named executive officers were as follows:

Executive Compensation Policy

This compensation discussion and analysis provides an overview of our compensation objectives and policies. At our 2014 Annual Meeting of Shareholders, we received more than 95% approval of our executive compensation, or “say-on-pay” vote, from shareholders for our named executive officers’ compensation, excluding abstentions and broker non-votes. Although we believe these results demonstrated an endorsement of our then compensation practices and alignment with our shareholders’ interests, we reexamined our compensation practices in early 2015 to ensure our long- and short-term incentive compensation plans support our annual and long-term strategic objectives. Accordingly, we implemented certain changes to our fiscal 2016 compensation programs versus the prior fiscal year, which are outlined below.

The Compensation Committee acts on behalf of the Board of Directors to approve the compensation of our executive officers and provides oversight of our compensation philosophy. The Compensation Committee also acts as the oversight committee with respect to our deferred compensation plans, management stock plans, and incentive plans covering executive officers and other senior management. In overseeing the plans, the

Compensation Committee delegates authority for day-to-day administration to the head of the Human Resources Department and interpretation of the plans, including selection of participants, determination of award levels within plan parameters, and approval of award documents, where permitted, to our CEO, President/COO,CEO/President, Executive Chairman and CFO, except for awards to the CEO, President/COOCEO/President, Executive Chairman and CFO, whose awards are determined by the Compensation Committee. The Compensation Committee considers recommendations from

our CEOCEO/President and President/COOExecutive Chairman with respect to the compensation of the CFO and other executive officers.

The Compensation Committee also reviews and approves on an annual basis corporate goals and objectives relevant to the compensation of our CEOCEO/President and President/COO,Executive Chairman, evaluates the CEOCEO/President and President/COO’sExecutive Chairman’s performance in light of those goals and objectives, and reports to the board the CEOCEO/President and President/COO’sExecutive Chairman’s compensation levels based on this evaluation. In determining the long-term incentive component of the CEO’sCEO/President and President/COO’sExecutive Chairman’s compensation, the Compensation Committee considers, among other things, our performance and relative shareholder return, the value of similar incentive awards to CEOsCEO/President and President/COOsExecutive Chairman’s at comparable companies, and the compensation set forth in the CEO’sCEO/President and President/COO’sExecutive Chairman’s employment agreements. The objectives of our compensation programs are to:

Our executive compensation programs are based on several factors, including the level of job responsibility, individual performance, division performance and Company performance. Compensation reflects the value of performance and rewards superior performance while limiting rewards for performance below targets. Compensation also reflects differences in job responsibilities, geographic and marketplace considerations. Compensation of executives in similar positions at peer apparel companies is also considered in this evaluation, especially for a new executive. The Compensation Committee believes the most effective executive compensation program rewards our achievement of specific annual, long-term and strategic goals, and aligns the interests of the executives with those of the shareholders by rewarding performance in accordance with established goals that are aggressive, but achievable without excessive risk-taking. The Compensation Committee evaluates both performance and compensation to ensure we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, we believe executive compensation packages provided by us to our executive officers, including the named executive officers, should include both cash compensation that rewards performance as measured against established goals and stock-based compensation.

From 2009 to September 2015, the Compensation Committee directly engaged PM&P to assist it with executive compensation and director compensation matters. During such time, PM&P periodically advised the Compensation Committee in its review of the competitiveness and effectiveness of our executive compensation and incentive practices, including review of overall compensation levels, peer group information and practices, and trends in long-term incentives as well as a competitive compensation assessment. In reviewing and making recommendations regarding the design of our compensation programs, PM&P considered our compensation philosophy and the balance between our objectives, value to employees and program costs while aligning the goals of our executive officers with those of our shareholders and motivating our executive officers to accomplish our strategic and financial objectives. PM&P provided no services to the Company other than those provided directly to or on behalf of the Compensation Committee relating to executive compensation and director compensation services, when and as requested by the committee. PM&P attended meetings of the Compensation Committee at the request of the Committee, met with the Compensation Committee in executive sessions without the presence of management and frequently communicates with the chairman of the Compensation Committee with regard to emerging issues.

With the assistance of PM&P, the Compensation Committee periodically selected a peer group for use in analyzing our pay practices. In January 2013, the peer group approved by the Compensation Committee was comprised of the following companies: Carters Inc., Quiksilver Inc., Columbia Sportswear Co., Fifth & Pacific Company, Inc., Wolverine Worldwide, Inc., GIII Apparel Group Ltd, Crocs, Inc., Oxford Industries Inc., Maidenform Brands, Inc., American Apparel, Inc., Delta Apparel Inc., Movado Group, Inc., True Religion Apparel, Inc., and Iconix Brand Group, Inc. The median (50th percentile) 2011 revenue size of the peer group companies was $888 million, which is generally comparable to our fiscal 2013 revenue of approximately $970 million. With the assistance of PM&P, the Compensation Committee reviewed the peer group information, considered current pay practices and reviewed economic data to set the fiscal 2014 compensation programs. After consultations with PM&P, the Compensation Committee determined to utilize the same peer group information utilized for the fiscal 2014 programs to set the fiscal 2015 compensation programs.

In preparation for the upcoming fiscal 2016 compensation setting process, the Compensation Committee requested PM&P’s assistance with:

In reviewing and selecting the fiscal 2016 peer group, the Compensation Committee first selected 18 companies in the apparel manufacturing and retail industry, which included 11 companies with similar business characteristics to our business. The Compensation Committee considered publicly available information from 2014, including revenue, EBITDA, total assets, market capitalization and enterprise value. As a result of this evaluation, six companies were dropped from the prior fiscal peer group (Fifth & Pacific Companies, Inc., Wolverine World Wide Inc., Maidenform Brands, Inc., Movado Group Inc., True Religion Apparel Inc. and Iconix Brand Group, Inc.) because they no longer existed as companies or were not considered a comparable business, and three companies (Deckers Outdoor Corp., Guess?, Inc., and Steve Madden, Ltd.) were added to the peer group as being more comparable to our Company.

As a result of this review, our fiscal 2016 peer group iswas comprised of the following companies:

In September 2015, the Compensation Committee engaged Cook to conduct a competitive assessment in connection with the Board’s announced management succession plan with respect to the transition of Mr. George Feldenkreis from the position of CEO to the position of Executive Chairman and the transition of Mr. Oscar Feldenkreis from the position of President/COO to the position of CEOCEO/President of the Company. The assessment included a review of the compensation for the designated Executive Chairman and CEO/President’s total direct compensation (sum of base salary, annual bonus and long-term incentive/equity grant values) and provide recommendations to the Compensation Committee in reviewing and approving their new employment agreements (as described in the section of the proxy statement captioned “Employment Agreements” below). Additionally, Cook was engaged to assist with the fiscal 2017 compensation setting process and a review of the compensation programs. As part of the process and review, the Compensation Committee reviewed the peer group to be utilized. In reviewing the peer group, American Apparel, Inc. and Quiksilver were dropped from the peer group because they no longer existed or were publicallypublicly traded, and three companies (Lifetime Brands, Inc.,

Movado Group Inc. and Vera Bradley Designs, Inc.) were added to the peer group to bring the total number companies with similar business characteristics to 12 companies. Cook provided a list of apparel and accessories companies of comparable size for potential inclusion in the peer group and the Committee approved the fiscal 2017 peer group comprised of the following companies:

This peer group, which is periodically reviewed and updated by the Compensation Committee as described above, consists of companies against which the Compensation Committee believes we compete for talent and for shareholders’ investment. Because of the variance in size among the companies comprising the peer group, other factors such as EBITDA, net income, share value and growth may be used to adjust the compensation of the peer group companies to make it more relevant, for comparison purposes, to our compensation levels.

In reviewing and making recommendations regarding our compensation programs, Cook considered our compensation philosophy and the balance between our objectives, value to employees and program costs while aligning the goals of our executive officers with those of our shareholders and motivating our executive officers to accomplish our strategic and financial objectives. Cook provided no services to the Company other than those provided directly to or on behalf of the Compensation Committee relating to executive compensation and director compensation services, when and as requested by the committee. Cook attended meetings of the Compensation Committee at the request of the Committee, met with the Compensation Committee in executive sessions without the presence of management and frequently communicates with the chairman of the Compensation Committee with regard to emerging issues.

Components of 20162017 Executive Compensation

For fiscal 2016,2017, the principal components of compensation for our named executive officers were:

Except as otherwise noted, the description of the compensation programs provided herein applies to all of our named executive officers.

Base Salary

Base salary is the only guaranteed element of an executive officer’s annual cash compensation. In setting base salary, we generally consider the range of competitive base salaries for positions at comparable apparel companies and our overall financial performance during the prior year. Base salary ranges for named executive officers are determined for each executive based on his or her position and responsibility by using several criteria.

The following elements may be utilized:

In making base salary recommendations, the Compensation Committee compares the salary against our identified peer group of publicly-traded apparel and apparel-related wholesale and retail companies, as described above. The base salaries of the CEOThis peer group, which is periodically reviewed and President/COO are based upon the terms of their employment agreements, as described in the section captioned “Employment Agreements” below. In establishing the terms of these agreements,updated by the Compensation Committee, consideredconsists of companies against which the responsibilitiesCompensation Committee believes we compete for talent and for shareholders’ investment. Because of the variance in size among the companies comprising the peer group, other factors such as EBITDA, net income, share value and growth may be used to adjust the compensation of the peer group companies to make it more relevant, for comparison purposes, to our compensation levels. The base salary level for each position,of the

responsibility of comparable positions at peer apparel and retail companies and the recommendations provided by PM&P including, among other things, their recommendations regarding our retention objectives. Each of our named executive officers, had an increase of salary of 3%other than our CEO/President and Executive Chairman as described below, remained the same for fiscal 2016, except for our CEO and COO who did not receive an increase in salary2017 as for fiscal 2016 versus fiscal 2015.2016.

In connection with our previously announced management succession plan, in April 2016 we entered into an Employment Agreement (as described in the section of this Proxy Statement captioned “New Employment“Employment Agreements” below) with our CEO to become Executive Chairman and an Employment Agreement with our President/COO to become our CEO and President. In the establishment of the terms of these agreements, the Compensation Committee considered the responsibilities of each position, the compensation of comparable positions at peer apparel companies and the recommendations provided by Cook. Upon promotion to CEO, Oscar Feldenkreis’ target compensation was increased by 21% to reflect the expansion of his responsibilities and recognize his contributions over his 35 year tenure at Perry Ellis. Mr. Feldenkreis’ base salary was set atincreased from $1 million to $1.35 million and target bonus and long-term incentive opportunities were set at 100% and 155% of salary, respectively. Mr. Feldenkreis’ target compensation is positioned between the median and 75^th percentile of peer group practice with 72% of pay at risk and linked to annual and long-term operating and stock price performance. Upon transition to Executive Chairman, George Feldenkreis’ compensation was reduced by 33% to reflect a reduction in responsibilities. George Feldenkreis’ base salary was reduced from $1 million to $750,000 and target bonus and long-term incentive opportunities were set at 100% and 155% of salary, respectively. Seventy-two percent of George Feldenkreis’ pay is at risk and linked to annual and long-term operating and stock price performance.

Performance-Based Short-Term Incentive Compensation Programs and Bonuses

We grant cash incentives to our named executive officers under the 20112016 Management Incentive Compensation Plan (the “Management Incentive Compensation Plan”), which gives the Compensation Committee the latitude to provide cash incentives to promote high performance and achievement of corporate goals by key employees and to promote our success by providing performance-based cash incentives to our participating key employees. The selection of participants rests with the discretion of the Compensation Committee and eligibility extends to all senior management employees.

The Compensation Committee has created two cash compensation plans under the terms of the Management Incentive Compensation Plan: the Executive Management Incentive Plan (the “EMI Plan”) and the Management Incentive Plan (“MIP Plan”). With respect to the EMI Plan, the Compensation Committee, in its discretion, establishes the performance period not to exceed 12 months and sets the business criteria and business formulas that are used to determine what is paid to a participant for a performance period during the first 90 days of each new fiscal year. The Compensation Committee intends that any awards made under the EMI Plan be eligible for deductibility under Section 162(m) of the Internal Revenue Code (the “Code”). The Compensation Committee, in its discretion, may, but need not, establish different performance periods, different business criteria and different incentive formulas, with respect to one or more participants.

In connection with the fiscal 2016 compensation review and in light of PM&P’s recommendations, the Compensation Committee implemented certain changes to the fiscal 2016 EMI and MIP Plans. The Compensation Committee considered various performance measures and evaluated such measures based on the category of participant. In considering the performance measures, the Compensation Committee determined that:

TheIn reviewing the fiscal 2017 EMI Plan and MIP Plan, the Compensation Committee considered various performance measures and evaluated such measures based on the category of participant. In considering the performance measures, the Compensation Committee determined that revenue growth, gross margin and operating profit margin, as adjusted, remained important drivers of valuation creation for the Company. Taking into consideration Cook’s recommendations, the Compensation Committee redesigned the fiscal 2017 EMI Plan versus the fiscal 2016 EMI Plan was redesigned, based on revenue growthto include an adjusted gross margin and operating profit margins, as adjusted, with adjusted revenue growth weighted at 35% ofindividual component. Additionally, taking into consideration input received from Cook, the total cumulative performance goal and adjusted operating profit margins weighted at 65% of the total cumulative performance goal. The fiscal 2016 EMI incentive opportunities ranges as a percent of salary were set at the same levels asCompensation Committee determined to adjust the fiscal 2015, with actual payouts to be interpolated for performance between threshold and target, and target and maximum on a straight line basis, as discussed below.

Similar to the fiscal 2015 MIP2017 EMI Plan the fiscal 2016 MIP Plan included measures based on overall financial performance, divisional performance and individual performance reviews. The fiscal 2016 MIP target incentive ranges as a percent of salary were setfrom a cash incentive in the range of 40% at threshold 110% at target and 130% at maximum base salary for the same level as fiscal 2015,2016 EMI Plan to the range of 40% at threshold; 110% at target and 150% at maximum of base salary for the fiscal 2017 EMI Plan, with actual payouts to be interpolated for performance between threshold and target, and target and maximum, on a straight line basis. The fiscal 2017 EMI Plan performance measures and weighting was as follows:

The fiscal 2017 MIP Plan design is the same as the fiscal 2016 MIP Plan with measures based on overall financial performance, divisional performance and individual performance reviews. Taking into consideration input received from Cook, the Compensation Committee determined to adjust the fiscal 2017 MIP Plan target

incentive ranges as a percent of salary from a cash incentive in the range of 40% at threshold, 100% at target and 130% at maximum base salary for the fiscal 2016 MIP Plan to the range of 40% at threshold, 100% at target and 150% at maximum of base salary for the fiscal 2017 MIP Plan, with actual payouts to be interpolated for performance between threshold and target, and target and maximum, on a straight line basis. The fiscal 2017 MIP Plan performance measures and weighting was redesigned as follows:

The range of outcomes is a function of whether a participant is a division executive or a corporate (shared service) executive. As part of the fiscal 2016 compensation review, the

The Compensation Committee also revisitedreviewed the “gatekeeper” concept and, based on input received from Cook, determined that the concept was desirable to motivate and reward divisions and participants who achieved their goals when the overall Company did not. With the input of PM&P, including how to provide greater flexibility for potential payouts, the Compensation Committee denominatedmaintain the “gatekeeper” as 60% of budgeted, non-cash or cash adjusted EBITDAconcept but reconfigure the measure for the fiscal 2016 for both the2017 EMI and MIP Plans.Plans to require achievement of an adjusted EBITDA equal to or greater than fiscal 2016 adjusted EBITDA in support of our growth objective. For fiscal 2016,2017, there was no payout under the EMI Plan or the MIP Plan as the “Gatekeeper” corporate pre-bonus adjusted EBITDA goal of $58.8 million was $38.6 million which was achieved as adjusted EBITDA was $55.3 million.not achieved.

EMI PLAN

During fiscal 2016,2017, the CEOCEO/President and the President/COOExecutive Chairman participated in the EMI Plan. The selection of these two participants related to the magnitude of their responsibilities in comparison with the responsibilities of other executives and the relative total compensation for each of these two positions in comparison to similar positions in the apparel industry peer group reviewed by the Compensation Committee. In addition, under the terms of their respective employment agreements, we are required to provide annual incentives that are tied to specific performance levels the Compensation Committee establishes each year.

For fiscal 2016,2017, the EMI Plan performance goals for the CEOCEO/President and President/COOExecutive Chairman were established, based on input received from Cook, to award a cash incentive in the range of 40% of base salary at threshold; 110%100% of base salary at target; and 130%150% of base salary at maximum based on various adjusted revenue growth, gross margin and operating profit margin ranges and an individual component for fiscal 2016.2017. Actual payouts are interpolated for performance between threshold and target and target and maximum on a straight line basis. The Compensation Committee also authorized a minimum payment amount, or “gatekeeper bonus,” to each of the two EMI Plan participants of up to $300,000 upon the achievement of a minimum “gatekeeper” performance level, which payment would not be eligible for 162(m) deductibility if paid.

The Compensation Committee discussed the appropriate adjusted revenue growth, adjusted gross margin and operating profit margin and individual goals at length in an effort to select the goals that would reward good performance, but were achievable. The EMI Plan performance targets for fiscal 20162017 were a threshold payout at 5.3% pre-bonus adjusted revenue growth of 3%, pre-bonus adjusted gross margin of 35% and 4.9% pre-bonus adjusted operating profit margin of 4.6%, with adjusted revenue growth weighted at 35%30% of the total cumulative performance goal andaward, adjusted gross margin weighted at 30% of the total award, adjusted operating margins weighted at 65%30% of the cumulativetotal award, and individual performance goal,evaluation 10% of the total award; a target payout at 7% pre-bonus adjusted revenue growth and 5.3%of 4.9%, pre-bonus adjusted gross margin of 36.4%, pre-bonus adjusted operating profit margin of 5.7%, with adjusted revenue growth weighted at 35%30% of the total cumulative performance goal

andaward, adjusted gross margin weighted at 30% of the total award, adjusted operating margins weighted at 65%30% of the cumulativetotal award, and individual performance goal,evaluation 10% of the total award; and a maximum payout at 10.9% pre-bonus adjusted revenue growth and 5.6%of 11.2%, pre-bonus adjusted gross margin of 37%, pre-bonus adjusted operating profit margin of 6.8%, with adjusted revenue growth weighted at 35%30% of the total cumulative performance goal andaward, adjusted gross margin weighted at 30% of total award, adjusted

operating margins weighted at 65%30% of the cumulativetotal award, and individual performance goal.evaluation 10% of the total award. The minimum pre-bonus adjusted EBITDA for the EMI Plan participants to be eligible for a gatekeeper bonus was $38.6 million, with adjusted revenue growth weighted at 35% of$58.8 million. For fiscal 2017, there was no payout under the total cumulative performance goal and adjusted operating margins weighted at 65% of the cumulative performance goal. The EMI Plan participants didas the “Gatekeeper” was not earn a cash bonus for fiscal 2016 based on the pre-established performance goals, as neither our full year adjusted revenue growth of 1% nor our adjusted operating profit margin of 4.6% met the threshold payout level. The Compensation Committee determined that the strategic goals for the company are concentrated on profitability enhancement and margin expansion. Given the challenging business environment and the extensive progress that was made during fiscal 2016 in terms of expanding adjusted EBITDA margin to 6.1% which was driven by adjusted gross margin expansion of 170 basis points, the Committee determined that it was appropriate to reward the CEO and COO with bonuses commensurate to the bonuses awarded to other executives to reward the improved results for the year. The award was determined based on the same percentage that was awarded to corporate employees. As such, the bonuses were determined to be $197,747 each.achieved.

MIP PLAN

The MIP Plan is an annual cash incentive program established under the broad terms of the Management Incentive Compensation Plan to provide cash incentives for those executive officers and other management employees who are not selected as participants under the EMI Plan. There were approximately 250220 participants in the MIP Plan for fiscal 2016,2017, including our CFO, Golf Division President and International President. The MIP Plan provides guidelines for the calculation of annual non-equity incentive-based compensation, subject to Compensation Committee oversight and approval.

The MIP Plan allows for all levels of management to receive a cash award equal to an amount between 5% and 40% of their base salary (100% for the International President), based on each manager’s level of responsibility, our overall financial performance, divisional performance and the individuals’ individual performance review. Under the MIP Plan, an overall incentive target amount with ranges of potential payout is established for participants at the beginning of each fiscal year by the Compensation Committee. For fiscal 2016,2017, the MIP Plan performance goals were established to award cash incentives in the ranges from 40% of the target award at threshold, 100% at target and 130%150% of the target award at the maximum of the allocable incentive of all participants. Actual payouts are interpolated for performance between threshold and target and target and maximum on a straight line basis. Incentive payouts for the year are then determined based on our financial results for the fiscal year relative to the pre-established performance guidelines as well as each participant’s individual performance review. The CEOCEO/President and President/COOExecutive Chairman do not participate in the MIP Plan.

The fiscal 20162017 MIP Plan included measures based on overall financial performance, divisional performance and individual performance reviews. The 20162017 fiscal MIP Plan performance measures and weighting were as follows:

For fiscal 2016,2017, the Compensation Committee chose the same adjusted revenue growth, adjusted gross margin and adjusted operating profit margin targets for the MIP Plan as it chose for the EMI Plan and a threshold payout at 34.7% pre-bonus adjusted gross margin and a target payout at 35.6% pre-bonus adjusted gross margin, and a maximum payout at 38% pre-bonus adjusted gross margin.Plan. The weighting of the adjusted revenue growth, adjusted gross

margins and adjusted operating profit margins goals ranged from 40% to 60% of the cash incentive amount, the weighting of the divisional component ranged from 0% to 40%, and the weighting of the individual performance evaluation ranged from 20% to 30%. The range of outcomes is a function of whether a particular participant is a division executive or a corporate (shared services) executive. In considering the measures for the divisional component, the Compensation Committee desired to incentivize management to generate sustainable profitable growth for us by driving division results and determined that a combination of divisional adjusted growth revenue and adjusted gross margins and adjusted operating profit margins objectives were the appropriate divisional measures to accomplish the desired growth and profitability objectives for us.

The Compensation Committee approves the budget allocation for the MIP Plan each year based on our anticipated financial performance, the number of anticipated participants and the percentages of base salary for each participant. There was no bonus payout under the MIP Plan as the “Gatekeeper” was not achieved in fiscal 2017. For fiscal 2016, the pre-bonus adjusted revenue growth and adjusted operating profit margin performance criteria goals not met. However, the adjusted gross margin goal of 35.8% was achieved as well as various pre-established divisional performance measures and individual goals and approximately $3.5 million was paid to approximately 250 MIP Plan participants. A satisfactory individual performance appraisal was a condition to any payment of a cash incentive. The Compensation Committee also has the discretion to adjust an award payout upward or downward from the amount yielded by the formula based upon recommendations from the CEO or President/COO. Our2017, our CFO, Golf Division President, and International President were all participants in the MIP Plan for fiscal 2016, and received a bonus of $68,541, $113,775 and $234,438 respectively, under the MIP Plan.2017.

In reviewing the fiscal 20172018 EMI Plan and MIP Plan, the Compensation Committee considered various performance measures and evaluated such measures based on the categoryobjectives of participant.the Company. In considering the performance measures, the Compensation Committee determined that revenue growth, gross margin and operating profit margin, as adjusted, remained important drivers of valuation creation for the Company. Additionally, taking into consideration Cook’s recommendations, theThe Compensation Committee redesigned the fiscal 2017 EMI Plandetermined to include the same financial metrics as the 2017 MIP Plan and incorporated an individual component. The fiscal 2017 EMI Plan is basedplace additional focus on revenue growth gross margin and operating profit margins as adjusted,for the fiscal 2018 EMI Plan with adjusted revenue growth weighted at 30%35% of the total cumulative performance goal,award, adjusted gross margins weighted at 30%25% of the total cumulative performance goal,award, and adjusted operating profit margins weighted at 30%35% of the total cumulative performance goal,award, and an individual component weighted at 10%. of the total award. The fiscal 20172018 MIP Plan design is the same as the fiscal 20162017 MIP Plan with the financial performance metric of revenue growth, gross margin and operating profit margins, as adjusted and an individual component. The Compensation Committee reviewed performance goal payout levels for the 2017 EMI Plan and MIP Plan and based on input received from Cook, the performance goal payout levels for the EMI and MIP Plans were adjusted from a cash incentive in the range of 40% at threshold; 110% at target for the EMI Plan and 100% at target for the MIP Plan; and 130% at maximum of base salary for fiscal 2016 to a cash incentive in the range of 40% at threshold; 100% at target; and 150% at maximum of base salary for fiscal 2017, with actual payouts to be interpolated for performance between threshold and target, and target and maximum on a straight line basis.Plan.

The Compensation Committee reviewed the “gatekeeper” concept and, based on input received from Cook, determined to maintain the “gatekeeper” concept but reconfigure the measure for the fiscal 2017 EMI and MIP Plans to require achievement of an adjusted EBITDA equal to or greater than fiscal 2016 adjusted EBITDA in support of our growth objective.

Long-Term Incentive Compensation

In 2005,2015, we adopted the Long-Term Incentive Compensation Plan that was last amended and restated and approved by our shareholders at our 2015 Annual Meeting (the “Long-Term Incentive Compensation Plan” or “LTI Plan”). The LTI Plan, allows the Compensation Committee to grant awards that pay in cash, stock options, stock appreciation rights (“SARs”), performance shares, restricted stock, dividend equivalents and other types of equity awards to our executive officers. The LTI Plan encourages participants to focus on our long-term

performance and provides an opportunity for executive officers and certain designated key employees to increase their stake in our stock. The LTI Plan allows us to attract, motivate, retain and reward high quality executives and other key employees, officers, directors, consultants and other persons who provide service to us, by enabling such persons to acquire or increase a proprietary interest in our stock in order to strengthen the mutuality of interests between such persons and our shareholders. Long-term incentive awards are granted based on performance and to select newly hired management employees. By using a mix of restricted stock, performance share grants and performance-based cash awards, we are able to compensate executives and other employees and incentive new employees to join and remain with us, reward performance and motivate our executive officers.

PM&P’s review of the fiscal 2016 compensation programs included an overall review of the objectives and structure of the LTI Plan while furthering our executive pay objectives to (i) continue to attract, maintain and motivate executive officers, (ii) favor performance-based compensation for executive officers that is aggressive, but achievable without excessive risk taking, (iii) ensure that the short and long-term incentive plans continue to support the achievement of our short and long-term strategic objectives, and (iv) align our executive officers’ interests with those of our shareholders. Based on input received from PM&P and the fiscal 2016 peer group analysis, the Compensation Committee determined to grant a package of incentives which includeincluded performance shares or performance cash awards, to be determined based upon share availability and the plan participant, and time-based restricted stock for retention purposes. A performance share or performance cash award, as applicable, has the same two sets of performance metrics, which we consider important drivers of shareholder value creation over the long-term:

For the fiscal 2016 grant, the Compensation Committee granted performance-based cash awards in lieu of performance-based share awards to all LTI Plan participants as the Company required additional share availability under the then current LTI Plan. The Compensation Committee considered the equity instrument allocations and, based on input from PM&P, determined that a significant majority of the allocation of the grant value of the awards be oriented toward performance for the general LTI Plan participant group with 67% being performance-based and 33% retention-oriented time-vested restricted stock. The CEOCEO/President and President/COO haveExecutive Chair had an 80% weighting on performance-based instruments and 20% retention-oriented time-vested restricted stock, reflecting less emphasis on retention of the CEOCEO/President and President/COOExecutive Chair given their significant stock ownership interest. The time-vested restricted stock vests pro-rata over a three-year period.

The fiscal 2016 LTI Plan performance goals were established to award a performance-based incentive in the range of 90% at threshold, 100% at target and 110% of target, with a 50% payout at threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative adjusted EBT, average adjusted ROIC and TSR ranges. The performance-based cash award vests at the end of a three-year performance period and actual payouts are interpolated for performance between threshold and target, target and maximum on a straight line basis. The performance-based incentive component of the fiscal 2016 LTI Plan was created and approved under the Long-Term Incentive Compensation Plan and is eligible for deductibility under Section 162(m) of the Code.

In structuring the fiscal 2017 LTI Plan, the Compensation Committee reviewed the overall objectives and structure of the LTI Plan and determined that the financial performance metrics (EBT,EBT, ROIC and TSR)TSR as utilized for the fiscal 2016 Plan were the appropriate financial measurements for the fiscal 2017 Plan. In considering the weighting of the fiscal 2017 LTI Plan financial measurements, the Compensation Committee revised the weighting of the performance metrics to 40% adjusted EBT, 40% adjusted ROIC and 20% TSR in order to better support the turnaround objectives of the Company. A performance share or performance cash award, as applicable, has the same sets of performance metrics to:

The fiscal 2017 LTI Plan performance goals were established to award a performance-based incentive in the range of threshold at 90% of target, 100% at target and 110% of target, with a 50% payout at threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative adjusted EBT, average adjusted ROIC and TSR ranges. The Compensation Committee maintained the same payout targets and payout levels for the fiscal 2017 LTI Plan as for the fiscal 2016 LTI Plan and, based on input from Cook, added a provision limiting payout of the relative TSR component of the plan to 100% of target if absolute TSR is negative.

For fiscal 2017, the Compensation Committee considered the equity instrument allocations and, similar to the fiscal 2016 Plan, determined that a significant majority of the allocation of the grant value of the awards be oriented toward performance for the general LTI Plan participant group with 67% being performance-based share awards and 33% retention-oriented time-vested restricted stock. The CEO/President and Executive Chairman have an 80% weighting on performance-based instruments and 20% retention-oriented time-vested restricted stock, reflecting less emphasis on retention of the CEO/President and Executive Chairman given their significant stock ownership interest. The Compensation Committee also reviewed the mix of cash and share denominated performance-based instrument allocation for each of the CEO/President and Executive Chair and taking into account the significant stock ownership of each executives and recommendations made by Cook, determined to grant 100% of the performance-based instrument as a performance-based cash award to the Executive Chair and to grant 50% of the performance-based instrument as a performance-based cash award and 50% as a performance-based share award to the CEO/President. The time-vested restricted stock vests pro-rata over a three-year period.

In structuring the fiscal 2018 LTI Plan the Compensation Committee reviewed the overall long-term Company objectives including driving performance and retention of key management and determined to structure the fiscal 2018 LTI Plan in the same manner as the fiscal 2017 LTI Plan with a combination of performance-based instruments and retention-oriented stock. The Compensation Committee also reviewed the financial performance metrics used for the fiscal 2017 LTI Plan and determined that EBT and ROIC, as adjusted, and TSR continued to be the appropriate financial measurements for the fiscal 2018 LTI Plan. The plan limits payout of the relative TSR component of the plan to 100% of target if absolute TSR is negative.

Stock Appreciation Rights

The Long-Term Incentive Compensation Plan permits the grant of SARs. Each SAR permits the holder to receive upon exercise, the net after-tax value of the appreciation of the SAR in the form of shares. A SAR award usually vests over a three to five year period and is generally granted within the range of 1,000 to 20,000 SARs. The size of the award is determined by the recipient’s position, responsibilities and individual performance,

subject to plan limits, and the estimated value of each SAR is based on a Black-Scholes calculation. SARs award levels are determined based on market data utilizing a comparison with the apparel company peer group and vary among participants based on their positions with us. For executive officers and employees other than the CEOCEO/President and President/COO,Executive Chairman, awards are based on the recommendation of the head of the Human Resources Department and/or the CEO or President/COO./President and Executive Chairman. SARs are awarded with an exercise price equal to the closing price of our common stock on the date of the grant, which grants are made on the third Tuesday of the respective month or on the date a plan is approved by the Compensation Committee. The Compensation Committee has never granted a SARs award with an exercise price that is less than the closing price of our common stock on the grant date, nor has it granted SARs that are priced on a date other than the grant date. In fiscal 2016,2017, the Compensation Committee did not grant stock-settled SARs under the LTI Plan but SARs remain an element of executive compensation that the Compensation Committee has awarded in the past and may award in the future.

Stock Options

The Long-Term Incentive Compensation Plan permits the grant of stock options. Each stock option permits the holder to purchase one share of our common stock at the market price of our common share on the date of grant. The stock option grants usually vest over a three to five year period and are generally granted within the range of 1,000 to 10,000 options. Generally, the size of the award is determined by the recipient’s position, responsibilities and individual performance, subject to plan limits, and the estimated value of each stock option is based on a Black-Scholes calculation. Stock option award levels are determined based on market data utilizing a comparison with the apparel company peer group and vary among participants based on their positions with us. For executive officers and employees other than the CEOCEO/President and President/COO,Executive Chairman, awards are based on the recommendation of the head of the Human Resources Department and/or the CEO or President/COO.CEO/President and Executive Chairman. Options are awarded with an exercise price equal to the closing price of our common stock on the date of the grant, which grants are made on the third Tuesday of the respective month or on the date a plan is approved by the Compensation Committee. The Compensation Committee has never granted an option award with an exercise price that is less than the closing price of our common stock on the grant date, nor has it granted options that are priced on a date other than the grant date. The Company has not granted any stock options since prior to fiscal 2011, and since fiscal 2011, has granted SARs versus stock options. The key consideration in our move to SAR grants versus stock option grants is the use of fewer shares upon the exercise of stock-settled SARs. However, stock options remain an element of executive compensation that the Compensations Committee may award again in the future.

Restricted Stock Grants

The Long-Term Incentive Compensation Plan permits the grant of restricted stock awards. Restricted stock awards generally vest over a three to five year period and are fewer in number than stock-settled SARs to reflect their greater value. Restricted stock awards are generally granted in a range of 1,000 to 20,000 restricted shares. Based upon the analysis and recommendations from PM&P, including that both stock-settled SARs and restricted shares are considered time based grants, the Compensation Committee determined to grant restricted shares grants in lieu of stock-settled SARs. For executive officers and employees other than the CEOCEO/President and President/COO,Executive Chairman, awards are based on the recommendation of the head of the Human Resources Department and/or the CEO or President/COO.CEO/President and Executive Chairman. In fiscal 2016,2017, the Compensation Committee granted restricted shares under the LTI Plan. The amount of the grants varied based on the recipient’s position, title and responsibility, subject to plan limits. The table entitled “Grants of Plan-Based Performance Cash and Equity Awards” contains information regarding the restricted stock awards granted to each of the named executive officers during fiscal 2016.2017.

PerformancePerformance-Based Awards Paid in Shares

The Long-Term Incentive Compensation Plan permits the grant of performance shares. The 2014 LTI Plan performancePerformance share grants hadawards generally vest over a three-year performancethree to five year period which ended atafter the conclusion of fiscal 2016, with the outcome based on the level of achievement of cumulative revenue weighted at 25% of the total cumulative performance goal and cumulative adjusted EBITDA weighted at 75% of the total cumulative performance goal. The fiscal 2014 LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives, as approved by the Compensation Committee. The fiscal 2014 LTI Plan performance targets included (i) cumulative revenue (25% weighting) with a 50% payout at $2.43 billion three year cumulative revenue, a 100% payout at $2.99 billion three year cumulative revenue, and a 150% payout at $3.29 billion three year cumulative revenue and (ii) cumulative adjusted EBITDA (75% weighting) with a 50% payout at $184 million three-year cumulative adjusted EBITDA, a 100% payout at $204 million three-year cumulative adjusted EBITDA, and a 150% payout at $225 million three-year cumulative adjusted EBITDA. The LTI Plan participants earned a portion of the performance share bonus based on therecipient meets certain pre-established performance goal as our three-year cumulative revenue was $2.7 billion and our three-year cumulative adjusted EBITDA was $129.7 million, resulting in an 18% payout of performance shares in connection with the 2014 LTI Plan. Our CFO and Golf Division President received 1,263 and 1,793 performance shares, respectively, under the 2014 LTI Plan. Our International President was not eligible to participate in the 2014 LTI Plan.criteria. In fiscal 2015 and fiscal 2016, the Compensation Committee granted performance-based cash awards (as discussed below), under the LTI Plan to all LTI participants in lieu of performance-based share awards.

In fiscal 2017, the Compensation Committee granted performance-based share awards to all participants under the LTI Plan, except the Executive Chairman who was granted a performance-based cash award in lieu of a performance-based share award. The CEO/President’s performance-based award included a 50% performance-based cash award component and 50% performance-based share award component. The fiscal 2017 LTI Plan performance goals (for both performance-based share and performance-based cash awards) were established to award a performance-based incentive in the range of threshold at 90% of target, 100% at target and 110% of target, with a 50% payout at threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative adjusted EBT, average adjusted ROIC and TSR ranges. The plan limits payout of the relative TSR component of the plan to 100% of target if absolute TSR is negative. The fiscal 2017 LTI Plan performance-based incentive plan awards vest at the end of a three-year performance period, which ends at the conclusion of fiscal 2019, with actual payouts interpolated for performance between threshold and target, target and maximum on a straight line basis. The performance-based incentive component of the fiscal 2017 LTI Plan was created and approved under the Long-Term Incentive Compensation Plan and is intended to be eligible for deductibility under Section 162(m) of the Code. The grants varied based on the recipient’s position, title and responsibility. Our CEOThe table entitled “Grants of Plan-Based Performance Cash and President/COO did not receive grantsEquity Awards” contains information regarding the performance-based equity and cash awards granted to each of performance shares under the named executive officers during fiscal 2017.

In structuring the fiscal 2018 LTI Plan, in fiscal 2014 but were alternatively granted a long termthe Compensation Committee evaluated the long-term objectives of the Company and determined to continue the same performance-based incentive plan award that pays inmetrics, goals and payout ranges as the fiscal 2017 LTI Plan, with the same performance-based mix of performance-based share and cash based on our level of achievement of cumulative revenue and adjusted EBITDA targets over a three-year performance period (as discussed below).awards to the CEO/President.

Performance-Based Awards Paid in Cash

The Long-Term Incentive Compensation Plan permits the grant of performance-based cash awards. Our CEO and President/COO did not receive grants of performance shares under the LTI Plans for fiscal 2014,In fiscal 2015 orand fiscal 2016, but were alternativelythe Compensation Committee granted long term performance-based equity incentive plan awards that pay in cash awards under the Long-Term Incentive Compensation Plan based on the level of achievement of cumulative revenue weighted at 25% of the total cumulative performance goal targets and adjusted EBITDA weighted at 75% of the total cumulative performance goal targets over a three-year performance period. to all plan participants.

The fiscal 20142015 LTI Plan performance-basedperformance cash awards to our CEO and President/COOgrants had a three-year performance period, which ended at the conclusion of fiscal 2016,2017, with the outcome based on the level of achievement of cumulative revenue weighted at 25% of the total cumulative performance goal and cumulative adjusted EBITDA weighted at 75% of the total cumulative performance goal. For fiscal 2014, LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives. The fiscal 2014 LTI Plan performance targets for the performance-based equity incentive plan awards that pay in cash were the same performance targets as the target for the performance share awards and included (i) cumulative revenue (25% weighting) with a 50% payout at $2.43 billion three-year cumulative revenue, a 100% payout at $2.99 billion three-year cumulative revenue, and a 150% payout at $3.29 billion three-year cumulative revenue and (ii) cumulative adjusted EBITDA (75% weighting) with a 50% payout at $184 million three-year cumulative pre-bonus adjusted EBITDA, a 100% payout at $204 million three-year cumulative adjusted EBITDA, and a 150% payout at $225 million three-year cumulative adjusted EBITDA. The CEO and President/COO earned a portion of their respective performance-based equity incentive plan awards that pay in cash under the fiscal 2014 LTI Plan based on the achievement of the defined performance goals, as our three-year cumulative revenue was $2.7 billion and three-year cumulative adjusted EBITDA was $129.7 million resulting in a $166,500 performance cash payment to each of the CEO and President/COO in connection with the 2014 LTI Plan.

In fiscal 2015, the Compensation Committee granted performance-based cash awards to all participants under the LTI Plan. The fiscal 2015 LTI Plans performance-based cash awards have a three-year performance period, which ends at the conclusion of fiscal 2017, with the outcome based on our level of achievement of cumulative revenue, which is weighted at 25% of the total cumulative performance goal, and adjusted EBITDA, which is weighted at 75% of the total cumulative performance goal. The fiscal 2015 LTI’sPlan, adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives, as approved by the Compensation Committee. The grants varied based on position, title and responsibility. The table entitled “Grants of Plan-Based Performance Cash and Equity Awards” contains information regardingfiscal 2015 LTI Plan performance targets for the performance-based cash awards grantedincluded (i) cumulative revenue (25% weighting) with a 50% payout at $2.5 billion three-year cumulative revenue, a 100% payout at $2.8 billion three-year cumulative revenue, and a 150% payout at $3.1 billion three-year cumulative revenue and (ii) cumulative adjusted EBITDA (75% weighting) with a 50% payout at $185 million three-year cumulative adjusted EBITDA, a 100% payout at $206 million three-year cumulative adjusted EBITDA, and a 150% payout at $226 million three-year cumulative adjusted EBITDA. Each of our named executives who participated in the fiscal 2015 Plan (the International President did was not a participant), earned a portion of their respective performance-based equity incentive plan awards that pay in cash under the fiscal 2015 LTI Plan based on the achievement of the defined performance goals, as our three-year cumulative revenue was $2.7 billion and three-year cumulative adjusted EBITDA was $152 million resulting in a $169,275 performance cash payment to each of the named executive officers duringCEO/President and Executive Chairman, $32,025 to the Golf Division President and $22,563 to the CFO in connection with the fiscal 2015.2015 LTI Plan.

In fiscal 2016, the Compensation Committee granted performance-based cash awards to all participants under the LTI Plan. The fiscal 2016 LTI Plan performance goals were established to award a performance-based incentive in the range of threshold at 90% at threshold,of target, 100% at target and 110% of target, with a 50% payout at

threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative adjusted EBT, average adjusted ROIC and TSR ranges. The performance-based incentive vests at the end of a three-year performance period andending in fiscal 2018, with actual payouts are interpolated for performance between threshold and target, target and maximum on a straight line basis. The performance-based incentive component of the fiscal 2016 LTI Plan was created and approved under the Long-Term Incentive Compensation Plan and is eligible for deductibility under Section 162(m) of the Code.

In fiscal 2017, the Compensation Committee granted a performance-based cash award in lieu of a performance-based share award to the Executive Chairman and 50% of the CEO/President’s performance-based award included a performance-based cash award component. The fiscal 2017 LTI Plan performance metrics and goals for the performance-based cash awards are the same as the performance-based share awards with the performance-based incentive in the range of threshold at 90% of target, 100% at target and 110% of target, with a 50% payout at threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative adjusted EBT, adjusted ROIC and TSR ranges. The plan limits payout of the relative TSR component of the plan to 100% of target if absolute TSR is negative. The fiscal 2017 LTI Plan performance-based incentive plan awards vest at the end of a three-year performance period, which ends at the conclusion of fiscal 2019, with actual payouts interpolated for performance between threshold and target, target and maximum on a straight line basis. The performance-based incentive component of the fiscal 2017 LTI Plan was created and approved under the Long-Term Incentive Compensation Plan and is intended to be eligible for deductibility under Section 162(m) of the Code.

In structuring the fiscal 2018 LTI Plan, the Compensation Committee evaluated the long-term objectives of the Company and determined to continue the same performance-based incentive metrics, goals and payout ranges as the fiscal 2017 LTI Plan, with the same performance-based mix of performance-based share and cash awards to the CEO/President and performance-based cash award to the Executive Chairman.

Executive Stock Ownership Policy; Hedge and Pledge Policy

It is our policy to strongly encourage stock ownership by our executive officers. This policy closely aligns the interests of management with those of shareholders. Under this policy, LTI Plan participants and any executive who at the time of employment is eligible by position to participate in the LTI Plan are expected to accumulate a certain number of shares over time and then retain such shares. Our Compensation Committee regularly reviews the stock ownership policy taking into consideration comparative compensation data and set stock ownership target, levels as a multiple of salary for our LTI Plan participants.

In conjunction with the Compensation Committee’s review of the compensation programs and considering input from Cook, our Compensation Committee set the stock ownership requirements, effective March 2016 for our executive officers, , as follows:

Our stock ownership guidelines are posted in the “Our Company” section of our website atwww.pery.com.

Pursuant to the Company’s Policy Statement on Hedging and Pledging of Company Securities, our directors and executive officers are prohibited from hedging the economic risk of ownership of our Company’s stock, including through the use of puts, calls and other derivative securities or from entering into any new pledge or margin arrangements after January 2015 that use our Company’s stock as collateral for a loan or other purposes,

except with the prior approval of the Corporate Governance Committee based on the demonstrated financial ability of such director or executive officer. Our Hedging and Pledging Policy is posted in the “Our Company” section of our website atwww.pery.com.

Clawback Policy

We have a Clawback Policy (the “Clawback Policy”), which covers all our executive officers and other applicable employees (the “Covered Officers”), and applies to performance cash and equity incentive compensation that is granted after the adoption of the Clawback Policy. Under the Clawback Policy, in the event of a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the securities laws, regardless of fault, the board may seek the return of the amount that was paid to the Covered Officer, based on the erroneous data and corrected under the accounting restatement. In the event that the board determines in its sole discretion that the Covered Officer’s act or omission contributed to the circumstances requiring the restatement, then we will use reasonable efforts to recover from such Covered Officers, up to 100% of such performance incentive-based compensation. Only performance incentive-based compensation paid or awarded during the two years preceding the financial restatement is subject to recoupment. Our Clawback Policy is posted in the “Our Company” section of our website atwww.pery.com.

No Gross-Up Payments

None of our named executive officers has an employment agreement that provides for any gross-up to compensate for taxes incurred under Section 4999 of the Internal Revenue Code as a consequence of “golden parachute” payments upon a change-in-control.

Employment Agreements

In connection with the previously announced succession plan by which Mr. George Feldenkreis would transition from his role as Chief Executive Officer to Executive Chairman of the Board and Mr. Oscar Feldenkreis would transition from his role as President and Chief Operating Officer to Chief Executive Officer and President. The following section describes the terms ofCompany entered into employment agreements, between us and certain of our executive officers. We compete for executive talent and believe that an employment agreement providing severance and other protections plays an important role in retainingon April 20, 2016, with both Mr. George Feldenkreis our Chairman and CEO. Mr. Oscar Feldenkreis, as more fully described below.

Oscar Feldenkreis Employment Agreement

Mr. Oscar Feldenkreis’ employment agreement set forthprovides that he will serve as the frameworkCompany’s Chief Executive Officer and President. The employment agreement expires on February 4, 2019.

Mr. Oscar Feldenkreis’ employment agreement initially provides for his compensation in connection with fiscal 2016, and provided for an initial annual salary of not less than $1,000,000,$1,350,000, subject to annual increases in the sole discretion of ourthe Company’s Board of Directors. Mr. Oscar Feldenkreis is also eligible to participate in ourthe Company’s annual incentive compensation plan with an annual thresholda target bonus opportunity equal to not less than 40% of his then current base salary, a target bonus opportunity (referred to as the “target bonus”) equal to not less than 110% of his then current base salary and a maximum bonus opportunity equal to not less than 130%100% of his then current base salary. In each case, bonuses will be based on satisfaction of performance criteria established by our compensation committeethe Company’s Compensation Committee for each fiscal year during the term of the agreement, which performance criteria will be set within the first three months90 days of each fiscal year during the term of the employment agreement. Lastly, Mr. Oscar Feldenkreis is also eligible to participate in ourthe Company’s applicable long-term incentive compensation planplans, as may be established and modified by ourthe Company’s Board of Directors in its sole discretion.

Under the terms of the employment agreement, Finally, Mr. Oscar Feldenkreis agreed that all future equity awards will provide for automatic vesting upon a changeis entitled to participate in control coupled with a termination of his employment without cause or for good reason (as defined in the employment agreement) within 24 months of the change in control.certain employee benefit programs and receive certain life insurance and disability insurance benefits and perquisites.

The employment agreement also prohibits GeorgeMr. Oscar Feldenkreis from competing with usthe Company during the employment period and for two years after termination of his employment or uponunless termination occurs as a result of the expiration of the term of the agreement, as applicable.agreement. In addition, Mr. Oscar Feldenkreis is prohibited from calling on, soliciting or doing business with any of ourthe Company’s customers or clients or employing or attempting to employ any employee of our employees

the Company (other than his personal administrative assistant(s)) for the purpose of causing such employee to terminate his or her employment with usthe Company during the employment period and for two years after termination of his employment for any reason except forreason. If the termination of Georgeagreement expires and Mr. Oscar Feldenkreis’ employment upon expiration ofhas not been terminated, the term of the agreement. The prohibition on the non-solicitation of employees continuesshall continue for one year after expirationsuch expiration.

Upon termination of Mr. Oscar Feldenkreis’ employment by reason of his death or “disability,” as defined in his employment agreement, Mr. Oscar Feldenkreis or his estate will be entitled to receive (a) his base salary earned but not paid prior to the date of termination, (b) all annual incentive compensation awards with respect to any year prior to the year in which his termination occurred, which have been earned but have not yet been paid, (c) his pro rata “target bonus,” as defined in the agreement, (d) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price determined on a pro rata basis based on the portion of the termperformance period completed as of the agreement. The terms of Mr. Feldenkreis’ agreement relating to terminationdate of his employmentdeath or disability, and assuming that all target goals had been achieved as of the date of his death or disability, (e) all premiums for health insurance for Mr. Oscar Feldenkreis, his spouse and his dependents for as long as they are eligible for COBRA coverage under the Company’s health plan, and (f) any other amounts due in the event of such a termination or a change of control are discussed in the section entitled “Payout to Certain Executive Officers upon Termination or Change of Control.”

We also believe thatearned under the employment agreement wethat have withnot been paid as of the termination of the employment agreement. All restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based long term incentive compensation awards will immediately vest as of the date of his death or disability, assuming that all target goals had been achieved as of the date of his death or disability. In addition, all stock options held by Mr. Oscar Feldenkreis which provides for severanceas of the date of his death or disability that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements, and other protections, plays an important role in our retention ofall stock options held by Mr. Oscar Feldenkreis our Vice Chairman, President and COO.as of the date of his death or disability that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (a) the stock option’s originally scheduled expiration date, or (b) the end of the one-year period immediately following his death or disability.

Additionally, if the termination of Mr. Oscar Feldenkreis’ employment agreement set forth the frameworkoccurs without cause or for his compensation in connection with fiscal 2016, provided for an initial annual salary of not less than $1,000,000, subject to annual increases“good reason” (as defined in the sole discretionagreement), he will receive (a) his base salary earned but not paid prior to the date of our Board of Directors. Mr. Feldenkreis is also eligible to participate in the sametermination, (b) all annual incentive compensation plan (withawards with respect to any year prior to the same percentage bonus opportunities) that George Feldenkreis is entitledyear in which his termination occurred, which have been earned but have not yet been paid, and (c) 100% of his annual incentive compensation award based on the achievement of the performance goals with respect to receive. He is eligible to participatethe year in our applicablewhich the termination occurs. All restricted stock, restricted stock units, stock options, stock appreciation rights, and all other equity-based long-term incentive compensation planawards will immediately vest as may be established and modified by our Board of Directorsthe termination date except in its sole discretion as well. Oscar Feldenkreis’ employment agreement contains terminationthe case of performance shares, performance units and other provisions substantiallyperformance-based equity awards, which shall vest based on the same as those set forthachievement of the performance goals. All long-term performance-based compensation payable in George Feldenkreis’ employment agreement except that if Oscar Feldenkreis is terminated without cause (as defined in his employment agreement) or he quits for good reason,cash and based on a performance metric other than stock price shall be paid based on the achievement of the performance goals. Additionally, Mr. Oscar Feldenkreis will receive all of the same benefits George Feldenkreis would receive upon his death or disability plus a lump sum cash payment equal to 200% of the sum of (a) the greater of (i) his base salary at the time of termination or (ii) his base salary immediately prior to theany reduction that gave risewould constitute good reason, plus (b) the greater of (i) the target bonus in effect at the time of termination or (ii) the target bonus immediately prior to any reduction that would constitute good reason. Finally, all stock options that were granted to Mr. Oscar Feldenkreis on or after February 1, 2008, all premiums on health insurance, and any other amounts earned under the employment agreement that have not been paid as of the termination date, will be treated or paid, as the case may be, the same way as if Mr. Oscar Feldenkreis had died or become disabled.

Mr. Oscar Feldenkreis’ agreement also provides for severance in the event he is terminated by the Company without cause within six months prior to or two years after a change in control, or if he terminates his employment for “good reason” (as defined in the agreement) during such period. In such case, he will be entitled to receive the same amount for base salary, annual incentive compensation awards with respect to all years prior to the year in which termination foroccurred, health insurance benefits, and other amounts earned under his employment agreement, that would have been due to him in the event of his retirement, as described above. He would also receive (a) his pro rata “target bonus,” as defined in the agreement, and (b) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price, determined based on the portion of the performance period completed as of the date of his termination, and

assuming that all target goals had been achieved as of the termination date. Additionally, Mr. Oscar Feldenkreis would receive a lump sum cash payment equal to 300% of the sum of (a) the greater of (i) his base salary at the time of termination or (ii) his base salary immediately prior to any reduction that would constitute good reason, and (b) the greater of (i) the target bonus in effect at the time of termination or (ii) the target bonus immediately prior to theany reduction that gave rise towould constitute good reason. All restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based long term incentive compensation awards will immediately vest as of the termination for good reason. Additionally, Oscar Feldenkreis’ employment agreement contains two additional circumstances under which his resignation would qualifydate, assuming that all target goals had been achieved as a resignation for good reason. Oscar Feldenkreis would be deemed to have resigned for good reason if (a) we failed to promote him to chief executive officer after George Feldenkreis ceased to serve as our chief executive officer for any reason (other than aof the termination of George Feldenkreis’ employmentdate, all stock options held by us for “cause,” (as is defined in George Feldenkreis’ employment agreement); or (b) following such promotion, we failed to retainMr. Oscar Feldenkreis as our chief executive officer fromof the date of his promotiontermination that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements, and all stock options held by Mr. Oscar Feldenkreis as of his termination that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (a) the stock option’s originally scheduled expiration date, or (b) the end of the term ofone-year period immediately following his termination.

If Mr. Oscar Feldenkreis’ employment is terminated by the Company for any reason other than by the Company for cause and the Company later determines that his employment agreement.could have been terminated by the Company for cause or Mr. Oscar Feldenkreis breaches the noncompetition or non-solicitation provisions in the employment agreement, then a “clawback” provision in his employment agreement requires the repayment to the Company immediately upon written demand by the Board of Directors of any amounts paid in conjunction with the termination for other than cause, which amounts would not have otherwise been due in the event of a termination for cause, and all vested and unvested stock options and other equity-based awards then held by Mr. Oscar Feldenkreis will expire.

The terms of Oscar Feldenkreis’ agreement relating to termination of his employment and amounts due in the event of such a termination or a change of control are discussed in the section captioned “Payout to Certain Executive Officers upon Termination or Change of Control” below.

George Feldenkreis Employment Agreement

Mr. George Feldenkreis’ employment agreement provides that he will serve as the Company’s Executive Chairman of the Board of Directors. The employment agreement expires on the date Mr. George Feldenkreis’ employment is terminated, either by death, by the Company or by Mr. George Feldenkreis.

Mr. George Feldenkreis’ employment agreement initially provides for an annual salary of $750,000, subject to annual increases in the sole discretion of the Company’s Board of Directors. Mr. George Feldenkreis is also eligible to participate in the Company’s annual incentive compensation plan with a target bonus opportunity (referred to as the “target bonus”) equal to not less than 100% of his then current base salary. In each case, bonuses will be based on satisfaction of performance criteria established by the Company’s Compensation Committee for each fiscal year during the term of the agreement, which performance criteria will be set within the first 90 days of each fiscal year during the term of the employment agreement. Mr. George Feldenkreis is also eligible to participate in the Company’s applicable long-term incentive compensation plans, as may be established and modified by the Company’s Board of Directors in its sole discretion. Finally, Mr. George Feldenkreis is entitled to participate in certain employee benefit programs and receive certain life insurance benefits and perquisites.

The employment agreement also prohibits Mr. George Feldenkreis from competing with the Company during the employment period and for two years after termination of his employment. In addition, Mr. George Feldenkreis is prohibited from calling on, soliciting or doing business with any of the Company’s customers or clients or employing any employee of the Company (other than his personal administrative assistant(s)) for the purpose of causing such employee to terminate his or her employment with the Company during the employment period and for two years after termination of his employment for any reason.

Upon termination of Mr. George Feldenkreis’ employment by reason of his death, “disability,” termination by the Company without “cause,” as such terms are defined in his employment agreement, or resignation by Mr. George Feldenkreis with at least three months’ advance notice (these events are collectively referred to as “retirement”), Mr. George Feldenkreis or his estate will be entitled to receive (a) his base salary earned but not paid prior to the date of termination, (b) all annual incentive compensation awards with respect to any year prior to the year in which his termination occurred, which have been earned but have not yet been paid, (c) a lump sum cash payment of $1,000,000, (d) 100% of his annual incentive compensation award based on actual performance over the entire performance period (or in the event of an earlier “change in control,” as defined in his employment agreement, through the date of the change in control), compared to the performance goals, (e) all premiums for health insurance for Mr. George Feldenkreis, his spouse and his dependents for as long as they are eligible for COBRA coverage under the Company’s health plan, and (f) any other amounts earned under the employment agreement that have not been paid as of the termination of the employment agreement. All restricted stock, restricted stock units, stock options, stock appreciation rights, and all other equity-based long-term incentive compensation awards will vest pursuant to the original vesting schedule as if Mr. George Feldenkreis were still employed by the Company, subject, in the case of performance-based awards, to actual performance over the entire period (or in the event of an earlier change in control, through the date of the change in control) compared to the performance goals. All long-term performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid based on the achievement of the performance goals. In addition, all stock options held by Mr. George Feldenkreis as of the date of his death or disability that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements, and all stock options held by Mr. George Feldenkreis as of the date of his death or disability that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (a) the stock option’s originally scheduled expiration date, or (b) the end of the one-year period immediately following his death or disability.

Mr. George Feldenkreis’ agreement also provides for severance in the event he is terminated by the Company without cause within six months prior to or two years after a change in control, or if he terminates his employment for “good reason” (as defined in the employment agreement) during such period. In such case, he will be entitled to receive the same amount for base salary, annual incentive compensation awards with respect to all years prior to the year in which termination occurred, health insurance benefits, and other amounts earned under his employment agreement, that would have been due to him in the event of his retirement, as described above. He would also receive (a) his pro rata “target bonus,” as defined in the employment agreement, and (b) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price, determined based on the portion of the performance period completed as of the date of his termination, and assuming that all target goals had been achieved as of the termination date. Additionally, Mr. George Feldenkreis would receive a lump sum cash payment equal to 300% of the sum of (a) the greater of (i) his base salary at the time of termination or (ii) his base salary immediately prior to any reduction that would constitute good reason, and (b) the greater of (i) the target bonus in effect at the time of termination or (ii) the target bonus immediately prior to any reduction that would constitute good reason. All restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based long term incentive compensation awards will immediately vest as of the termination date, assuming that all target goals had been achieved as of the termination date, all stock options held by Mr. George Feldenkreis as of the date of his termination that were granted prior to February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements, and all stock options held by Mr. George Feldenkreis as of his termination that were granted on or after February 1, 2008 shall remain exercisable until the earlier of: (a) the stock option’s originally scheduled expiration date, or (b) the end of the one-year period immediately following his termination.

If Mr. George Feldenkreis’ employment is terminated for any reason other than by the Company for cause and the Company later determines that his employment could have been terminated by the Company for cause or Mr. Feldenkreis breaches the noncompetition or nonsolicitation provisions in the employment agreement, then a “clawback” provision in his employment agreement requires the repayment to the Company immediately upon

written demand by the Board of Directors of any amounts paid in conjunction with the termination for other than cause, which amounts would not have otherwise been due in the event of a termination for cause, and all vested and unvested stock options and other equity-based awards then held by Mr. George Feldenkreis will expire.

The terms of Mr. Feldenkreis’ agreement relating to termination of his employment and amounts due in the event of such a termination or a change of control are discussed in the section entitled “Payout to Certain Executive Officers upon Termination or Change of Control.”

Stanley Silverstein Employment Agreement

Effective September 9, 2013, we entered into an employment agreement with Stanley Silverstein, our International President, for a term of five years. The employment agreement provides for an annual salary of $500,000, subject to annual reviews for increases in the sole discretion of the Company’s Chief Executive Officer. Mr. Silverstein is also eligible to participate in the Company’s annual incentive compensation plan applicable to senior level executives as established and modified from time to time by the Company’s Board of Directors. For the fiscal year 2014, Mr. Silverstein was entitled to receive a guaranteed bonus of $175,000, less applicable tax deductions, payable in September 2014. Commencing fiscal year 2015, Mr. Silverstein was eligible for incentive compensation with an annual threshold bonus opportunity equal to 40% of his then current base salary, a target bonus opportunity equal to not less than 100% of his then-current base salary, and a maximum bonus opportunity equal to not less than 130% of his then-current base salary. In each case, bonuses will be based on satisfaction of performance criteria established by the Company’s Compensation Committee for each fiscal year during the term of the agreement. In addition, Mr. Silverstein was granted an aggregate of 120,000 shares of restricted stock, 20,000 shares of which vested on September 9, 2014, 25,000 shares of which vested on September 9, 2015, and 25,000 shares of which will vest on each of September 9, 2016, 2017 and 2018, respectively. The restricted stock will vest immediately upon a change in control (as defined in his employment agreement) and upon certain termination events as described below. Last, beginning in fiscal year 2016, Mr. Silverstein may, in the discretion of the Company, be eligible to participate in the Company’s applicable long-term incentive compensation plan as may be established and modified by the Company’s Board of Directors in its sole discretion.

The employment agreement also prohibits Mr. Silverstein from competing with the Company or calling on, soliciting or doing business with any customer or client of the Company or any subsidiary during the employment period and for six months after Mr. Silverstein’s last date of employment with the Company. In addition, for two years after termination of his employment, Mr. Silverstein is prohibited from or employing or attempting to employ any employee of the Company, or any person that was employed with the Company during

the last six months of Mr. Silverstein’s employment with the Company. The terms of the Mr. Silverstein’s agreement relating to termination of his employment and amounts due in the event of such a termination or a change of control are discussed in the section captioned “Payout to Certain Executive Officers upon Termination or Change of Control” below.

2016 EMPLOYMENT AGREEMENTS

In connection with our previously announced management succession plan, in April 2016, we entered into an Employment Agreement with our CEO to become Executive Chairman and an Employment Agreement with our President/COO to become our CEO and President. A full description of each of the Employment Agreements is described in the section of this proxy statement captioned “New Employment Agreement”.

Retirement Plans

Savings Plan

We offer a tax-qualified 401(k) Plan to all U.S. based associates, including the named executive officers, who are eligible to contribute the lesser of up to 60% of their annual salary or the limit prescribed by the Internal Revenue Service on a pre-tax or post-tax basis after 90 days of service to us. We match 35% of each participant’s elective deferral to the 401(k) plan that does not exceed 6% of such participant’s eligible compensation for employees who earn less than $85,000 and 20% for other employees. All participant contributions to the 401(k) Plan are fully vested upon contribution. AllDuring fiscal 2017, the Company changed the vesting for all matching contributions to the plan vest afterfrom three years to one year of service.

Non-Qualified Defined Contribution Plans

We do not offer any non-qualified deferred contribution and/or compensation plans.

Perquisites and Other Personal Benefits

We provide executive officers with perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. We periodically review the levels of perquisites and other personal benefits provided to executive officers. Some of the perquisites offered are automobiles or automobile allowances, country club memberships for entertainment purposes and term life insurance commensurate with the level of responsibility of the executive.

Risk Assessment

The Compensation Committee carefully considers the overall pay mix and incentive structure to discourage excessive risk taking. Senior executives are paid an annual base salary that is competitive in the market and are eligible for an annual cash incentive bonus and long term incentives.

The annual cash incentive bonus is based on multiple performance metrics that are consistent with our long-term goals. The performance metrics and goals are established by the Compensation Committee and based on budgeted levels that are reviewed and approved by the Board of Directors, and all incentive cash bonus awards, whether short term or long term, have maximum bonus payout amounts. Additionally, if the CEO, President/COOCEO/President, Executive Chairman or International President was terminated by us or at any time during the term of their employment during fiscal 20162017 agreement or for a reason other than “cause” (as defined in the applicable employment agreement) and we later determine that such person’s employment could have been terminated by us for “cause,” then a “clawback” provision in the CEO’s, President/COO’s,CEO/President’s, Executive Chairman’s, or International President’s employment agreements requires the repayment to us immediately upon written demand by the Board of Directors of any amounts paid in conjunction with the termination for other than “cause,” which amounts would not have otherwise been due to

the executive officer in the event of a termination for “cause.” The board adopted a Clawback Policy applicable to our executive officers in connection with the potential recoupment of incentive-based compensation paid to all covered employees. Additionally, we adopted a pledge and no hedge policy to avoid activities that may conflict with our best interests and the interests of our shareholders.

We also rely on long-term incentives that reward senior executive based on our long-term business and strategic goals. We award long term equity compensation in the form of stock appreciation rights, restricted stock, performance shares and performance-based cash. Stock appreciation rights and restricted stock typically vest annually over a period of three to five years. Performance awards to senior executives typically cliff vest at the end of a three to five year performance period and are based on one or more performance metrics and incorporate a maximum payment amount. The performance goals for the performance shares and the performance-based cash awards are the same, as established by the Compensation Committee, and are also based on budgeted levels, which are reviewed and approved by the Board of Directors. Additionally, we maintain equity ownership requirements that expose its senior executive officers to the loss of value of their equity ownership if stock appreciation is jeopardized.

The Compensation Committee oversees and annually reviews and approves our executive compensation structure and programs. During the course of its assessment, the Compensation Committee consults with various persons, including senior management and the independent compensation consultant retained by the Compensation Committee, to ensure that the compensation programs are designed to incentivize executives without encouraging excessive risk taking. Each of the compensation components is also reviewed and evaluated in assessing the potential risks arising in connection with compensating both our senior level officers and our other employees. We do not believe that there are any risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on us or our businesses.

Policy on Deductibility of Compensation Expense

Internal Revenue Service rules do not permit us to deduct certain compensation paid to certain executive officers in excess of $1 million, except to the extent such excess constitutes performance-based compensation. The Compensation Committee considers that its primary goal is to design compensation strategies that further the best interests of us and our shareholders. To the extent not inconsistent with that goal, the Compensation Committee attempts to use compensation policies and programs that preserve the tax deductibility of compensation expenses and will balance the costs and burdens involved in compliance against the value of the tax benefits to be obtained by the Company and may, in certain instances, pay compensation that is not fully deductible if the Compensation Committee determines that the costs and burdens of obtaining the tax deduction outweigh the benefits.

For fiscal 2016,2017, we met all the requirements to deduct allexecutive compensation except forwith the deduction,exception of items including excess salary, non-incentive equity compensation, executive perquisites,prerequisites and benefits, and the bonus of $197,747 to each oftotaling $1,363,636 for George Feldenkreis, $1,133,749 for Oscar Feldenkreis, and Oscar Feldenkreis.$50,706 for Stanley Silverstein.

Accounting for Stock-Based Compensation

We account for stock-based payments, including equity awards under our Long-Term Incentive Compensation Plan, in accordance with the requirements of ASC Topic 718, Compensation – Stock Compensation. This means that the value of these awards was determined and shown as an expense for the applicable period in our fiscal 20162017 financial statements.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the SEC’s rules and regulations and, based on such review and discussions, the Compensation Committee recommended to the board that the Compensation Discussion and Analysis section be included in this proxy statement.

EXECUTIVE COMPENSATION

Set forth below are tables prescribed by the SEC proxy rules presenting the compensation with respect to fiscal 2014,2015, fiscal 20152016 and fiscal 20162017 of (i) GeorgeOscar Feldenkreis, our Chief Executive Officer (April 2016 to present) and previously President and Chief Operating Officer (1993 to April 2016), (ii) Anita D. Britt, our former Chief Financial Officer (who retired from the Company following fiscal 2017), and (iii) our three most highly compensated executive officers in fiscal 20162017 other than the Chief Executive Officer and former Chief Financial Officer, namely OscarGeorge Feldenkreis (Executive Chairman April 2016 to present, previously Chief Executive Officer 1993 to April 2016), Stanley P. Silverstein and John F. Voith, which we collectively refer to as the “named executive officers”).

Summary Compensation Table

The following table discloses compensation paid or to be paid to the named executive officers with respect to fiscal 2016,2017, fiscal 20152016 and fiscal 2014.2015.

(5)

Represents 44,333 shares of restricted stock granted in April 20, 2016, which vest up to 100%, provided that (a) certain performance criteria has been achieved as of the last day of fiscal 2019 and Mr. Feldenkreis is still an employee of the Company on such date (and Mr. Feldenkreis may be entitled to additional shares if the Company exceeds the performance criteria).

(6)

Represents guaranteed bonus paid to Mr.shares of restricted commom stock that vest in three equal annual installments commencing April 20, 2017; 22,166 shares for Oscar Feldenkreis; 12,315 for George Feldenkreis; 4,485 for Anita Britt; and 3,819 for Stanley P. Silverstein for fiscal 2014 pursuant to his employment agreement.and John F. Voith.

(7)	Represents shares of restricted common stock that vest in three equal annual installments commencing on April 22, 2016: 14,820 shares for George Feldenkreis and Oscar Feldenkreis; 3,294 shares for Anita D. Britt; and 4,674 shares for John F. Voith and Stanley P. Silverstein.

(8)	Represents shares of restricted common stock that vest in three equal annual installments commencing on April 28, 2015: 62,250 shares for George Feldenkreis and Oscar Feldenkreis: 8,298 shares for Anita D. Britt; and 11,778 for John F. Voith.

(9)	Represents shares of restricted common stock that vest in three equal annual installments commencing on April 30, 2014: 52,647 shares for George Feldenkreis and Oscar Feldenkreis; 7,017 shares for Anita D. Britt; and 9,960 shares for John F. Voith.

(10)

Represents 7,0188,968 shares of restricted stock granted in April 2013,20, 2016, which vest up to 100%, provided that (a) certain performance criteria has been achieved as of the last day of fiscal 20162019 and (b) Ms. Britt is still an employee of the Company on such date.date (and Ms. Britt may be entitled to additional shares if the Company exceeds the performance criteria).

(11)(10)

Represents: 9,960Represents 15,275 shares of restricted stock granted in April 2013,20, 2016, which vest up to 100%, provided that (a) certain performance criteria has been achieved as of the last day of fiscal 20162019 and (b) Mr. Voith is still an employee of the Company on such date.date (and Mr. Voith may be entitled to additional shares if the Company exceeds the performance criteria).

(11)

Represents 15,275 shares of restricted stock granted in April 20, 2016, which vest up to 100%, provided that (a) certain performance criteria has been achieved as of the last day of fiscal 2019 and Mr. Silverstein is still an employee of the Company on such date (and Mr. Silverstein may be entitled to additional shares if the Company exceeds the performance criteria).

(12)	Consists of 120,000 shares of restricted stock, which vest as follows: (i) 20,000 shares on September 9, 2014 and (ii) 25,000 shares on each of September 9, 2015, 2016, 2017 and 2018.

(13)

Consists of: (i) $6,663$12,302 in fiscal 2017, for fiscal 2016 forOscar Feldenkreis’ personal use of our automobiles; (ii) $154,930, in each of fiscal 2016, 2015,automobile and 2014 attributable to our payment of term life insurance premiums on policies for which George Feldenkreis’ family is the beneficiary; (iii) $2,929, $3,166,$11,474 and $3,014$12,661, in fiscal 2016 2015, and 2014, respectively, in our 401(k) matching contributions; (iv) $9,846, $9,846, and $9,089 in each of fiscal 2016, 2015, and 2014 for the imputed value of group life insurance benefits for which George Feldenkreis’ family is the beneficiary in excess of specified amounts as determined by the Internal Revenue Service; (v) $34,209, $38,904, and $34,798, in fiscal 2016, 2015 and 2014, respectively, attributable to our payment of health and long term disability benefits; (vi) $19,581 in fiscal 2014 for country club membership fees; and (vii) $24,256, $20,250, $77,593, and, in fiscal 2016, 2015 and 2014, respectively, as reimbursement for the payment of New York non-resident income tax.

(14)

Consists of: (i) $11,474, $12,661, and $20,469, in fiscal 2016, 2015, and 2014, respectively, for Oscar Feldenkreis’ personal use of two of our automobiles; (ii) $26,008 in each of fiscal 2017, 2016, 2015 and 2014,2015 attributable to our payment of term life insurance premiums on policies for which Oscar Feldenkreis’ family is the beneficiary; (iii), $3,180, $2,795 $3,120, and $3,060,$3,120, in fiscal 2017, 2016, 2015 and 2014,2015, respectively, in our 401(k) matching contributions; (iv) $2,009, $2,055, $1,214, and $1,146,$1,214, for fiscal 2017, 2016, 2015, and 2014,2015, respectively, for the imputed value of group life insurance benefits for which Oscar Feldenkreis’ family is the beneficiary in excess of specified amounts as determined by the Internal Revenue Service; (v) $32,949, $33,688 25,800, and $28,136,$25,800, in fiscal 2017, 2016, 2015, and 2014,2015, respectively, attributable to our payment of health and long term disability benefits; (vi) $22,980, $20,940, $19,988, and $19,581,$19,988, in each of fiscal 2017, 2016 , 2015, and 2014,2015, respectively, for country club membership fees; (vii) $81,851, $261,684, and (vii) $261,684, $47,752, and $93,913, in fiscal 2017, 2016, 2015 and 2014,2015 respectively, as reimbursement for the payment of New York non-resident income tax.tax; and (viii) $36,076 in fiscal 2017 for legal fees related to new employment agreement.

(15)(13)

Consists of: (i) $12,000, $12,000, and $12,461,$12,000, in each of fiscal 2017, 2016, 2015 and 2014,2015 respectively, for Ms. Britt’s automobile allowance; (ii) $6,298, $6,463, $6,702, and $6,353,$6,702, in fiscal 2017, 2016, 2015 and 2014,2015 respectively, attributable to our payment of health and long term disability benefits; (iii) $1,017, $1,018, $996, and $1,021,$996, in fiscal 2017, 2016, 2015 and 2014,2015, respectively, for the imputed value of group life insurance benefits for which Ms. Britt’s family is the beneficiary in excess of specified amounts as determined by the Internal Revenue Service; (iv) $1,560, $1,560, and $1,620,$1,560, in fiscal 2017, 2016, 2015 and 2014,2015 respectively, for a wireless phone allowance; and (v) $3,405 $3,302, and $5,375,$3,302 in fiscal 2016 2015 and 2014,2015 respectively, as reimbursement for the payment of New York non-resident income tax.

(16)(14)

Consists of: (i) $4,113 and $6,663 for fiscal 2017 and 2016 for personal use of our automobiles; (ii) $154,930, in each of fiscal 2017, 2016, and 2015, attributable to our payment of term life insurance premiums on policies for which George Feldenkreis’ family is the beneficiary; (iii) $3,180, $2,929, and $3,166, in fiscal 2017, 2016, and 2015, respectively, in our 401(k) matching contributions; (iv) $9,492, $9,846, and $9,846, in each of fiscal 2017, 2016, and 2015, for the imputed value of group life insurance benefits for which George Feldenkreis’ family is the beneficiary in excess of specified amounts as determined by the Internal Revenue Service; (v) $36,075, $34,209, and $38,904, in fiscal 2017, 2016, and 2015 respectively, attributable to our payment of health and long term disability benefits; (vi) $43,920 in fiscal 2017, $22,980 relating to fiscal 2017 and $20,940 related to fiscal 2016 country club membership fees; (vii) $32,294, $24,256 and $20,250 and, in fiscal 2017, 2016, and 2015, respectively, as reimbursement for the payment of New York non-resident income tax and (viii) $35,982 in fiscal 2017 in legal fees related to new employment agreement.

(15)

Consists of: (i) $8,639, $8,872, $8,639, and $8,639 in fiscal 2017, 2016, 2015 and 2014,2015, respectively, attributable to our payment of health and long term disability benefits; (ii) $3,163, $3,154, $2,182, and $2,134,$2,182, in fiscal 2017, 2016, 2015 and 2014,2015, respectively, for the imputed value of group life insurance benefits for which Mr. Voith’s family is the beneficiary in excess of specified amounts as determined by the Internal Revenue Service; (iii) $1,560, $1,560 and $1,620,$1,560, in fiscal 2017, 2016, 2015 and 2014,2015, respectively, for a wireless phone allowance; (iv) $3,180, $2,956, $3,120 and $3,092$3,120 in fiscal 2017, 2016, 2015 and 2014,2015, respectively, in our 401(k) matching contributions, and (v) $18,035, $10,216, $9,703, and $12,222,$9,703, in fiscal 2017, 2016, 2015 and 2014,2015 respectively, as reimbursement for the payment of New York non-resident income tax.

(17)(16)

Consists of: (i) $3,155,$3,156, $3,155, and $1,213$3,155 in fiscal 2017, 2016, 2015 and 2014,2015, respectively, for the imputed value of group life insurance benefits as to which Mr. Silverstein’s family is the beneficiary in excess of specified amounts as determined by the Internal Revenue Service; (ii) $1,560 for a wireless phone allowance in fiscal 2017, 2016, and fiscal 2015; (iii) $12,000 for Mr. Silverstein’s automobile allowance in fiscal 2017, 2016 and fiscal 2015; and (iv) $3,180, $2,993, $3,120, and $231$3,120, in fiscal 2017, 2016, 2015, and 2014,2015, respectively, in our matching 401(k) contributions; and (v) $5,197 in fiscal 2014 for legal fees.contributions.

Grants of Plan-Based Performance Cash and Equity Awards

The following table provides information with respect to our short-term and long-term incentive awards made to our named executive officers under our compensation plans during fiscal 2016:2017: