The members of the Board of Directors and management look forward to personally greeting as many shareholders as possible at the annual meeting. However, whether or not you plan to attend personally, and regardless of the number of shares you own, it is important that your shares be represented at the annual meeting.

Although you presently may plan to attend the annual meeting, we request that you submit your proxy or voting instructions as promptly as possible to ensure your representation and the presence of a quorum at the annual meeting. If you attend the annual meeting and wish to vote in person, you may withdraw your proxy and do so at that time.

The 20142015 annual meeting of shareholders of Pacific Sunwear of California, Inc., a California corporation (the “Company”), will be held at the Fairmont Miramar Hotel, located at 101 Wilshire Boulevard, Santa Monica, California 90401, on Friday,Thursday, June 5, 2014,4, 2015, at 9:00 a.m. local time, for the following purposes:

(a) For all shareholders:

These items of business, including the Board’s nominees for directors, are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on April 7, 2014,6, 2015, as the record date for determining shareholders entitled to notice of, and to vote at, the annual meeting and at any adjournment or postponement thereof.

The accompanying proxies solicited by the Board of Directors will be voted FOR the election of the nominees named below, unless the proxy is marked to vote against such a candidatenominee or to abstain.

The Company’s nomineesnominee for election as directorsa director by all shareholders are:is:

The Company’s nominee for election as a director by the holders of the Series B Preferred is:

Each of the above nominees has agreed to serve as a director if elected and has consented to be named in this Proxy Statement. If either of the nominees should become unavailable for election to the Board, of Directors, the persons named as proxy holders in the proxy or their substitutes may vote for a substitute to be designated by the Board of Directors.Board. Alternatively, the Board of Directors may reduce the number of directors. The Board of Directors has no reason to believe that it will be necessary to designate a substitute nominee or reduce the number of directors.

The majority voting standard does not apply, however, if the Board of Directors determines that the number of candidates for election exceeds the number of directors to be elected by the shareholders at that election. In that case, the nominees receiving the highest number of affirmative votes of the shares entitled to vote at the meeting, up to the number of directors to be elected by those shares, would be elected as directors. Because the Board has determined that the number of nominees for election at the Annual Meeting will not exceed the number of directors to be elected at the meeting, the election of directorsthe director by all shareholders at the Annual Meeting is not contested. As a result, each of the nominees will be elected at the Annual Meeting if each nominee receives the affirmative vote of a majority of the applicable class of shares represented and voting at the Meeting, provided that the shares voting affirmatively also satisfy the required quorum. In the election of directors, abstentions and broker non-votes will have no effect on whether a nominee receives the affirmative vote of a majority of the shares represented and voting at the meeting. However, because approval of this proposal also requires the affirmative vote of a majority of the shares required to constitute a quorum, abstentions and broker non-votes with respect to this proposal could prevent the election of a director because they do not count as affirmative votes.

If any of the nomineesnominee to be voted on by all shareholders fails to receive the vote required to be elected, then, unless such nomineehe has earlier resigned, thehis term of such nominee shall end on the date that is the earlier of ninety (90) days after the date on which the voting results are determined or the date on which the Board of Directors selects a person to fill the office held by that director in accordance with the procedures for filling vacancies on the Board of Directors as set forth in the Bylaws.

Our Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. Management is responsible for the Company’s day-to-day risk management activities. The Company, through its internal auditor, has established an enterprise risk framework for identifying, aggregating, quantifying and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping and control evaluation management by our internal auditor. The review of risk management is a dedicated periodic agenda item for the Audit Committee, whose responsibilities include periodically reviewing management’s financial risk assessment and risk management policies, the Company’s major financial risk exposures, and the steps management has taken to monitor and control such exposures.

Our other Board committees also consider and address risk as they perform their committee responsibilities. For example, the Compensation Committee discusses and reviews compensation arrangements for the Company’s executive officers to avoid incentives that would promote excessive risk-taking that reasonably would have a material adverse effect on the Company (see “Compensation-Related Risk Assessment”), and the Nominating and Governance Committee oversees risks associated with operations of the Board and its governance structure. Further, at each Nominating and Governance Committee meeting the Company’s General Counsel reports on litigation, regulatory, public policy and other legal risks that may affect the Company. The full Board monitors risks through regular reports from each of the Committee chairs and members of management, and is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. We believe the division of risk management responsibilities described above is an effective approach for evaluating and addressing the risks facing the Company and that our Board leadership structure supports this approach because it allows our independent directors, through the independent Board committees and Chairman, to exercise effective oversight of the actions of management.

The RSUs and, if applicable, the right to receive any supplemental cash award, vest on an accelerated basis in connection with a change in control of the Company, unless otherwise provided by the Board in circumstances where the Board has made a provision for the assumption or other continuation of the awards. In addition, if a non-employee director’s service terminates by reason of the director’s death, disability or voluntary retirement, any unvested RSUs (and any supplemental cash awards) will then vest on a pro rata basis, proportionate to the part of the year during which the non-employee director served, with the remainder of the RSUs (and any supplemental cash awards) to be forfeited unless otherwise determined by the Board.

Each non-employee director’s RSUs are subject to the terms of the 2005 Performance Incentive Plan.Plan or the 2015 Long-Term Incentive Plan, as applicable. The Board administers the plan as to non-employee director awards and has the ability to interpret and make all required determinations under the plan, subject to plan limits. This authority includes making required proportionate adjustments to outstanding awards to reflect any impact resulting from various corporate events such as reorganizations, mergers and stock splits.

Audit Committee.    The primary responsibility of the Audit Committee is to oversee the accounting and financial reporting practices and processes of the Company and the audits of the financial statements of the Company, appoint and oversee the Company’s independent registered public accounting firm, review the scope of, and pre-approve, all audit and permissible non-audit services, and oversee the internal audit function and review management’s assessment of the adequacy and effectiveness of internal controls. The Audit Committee also reviews our risk management issues, including the guidelines and policies governing the process by which the Company assesses and manages its exposure to operational and financial risk, and the steps taken by management to monitor and control such exposures. The Audit Committee meets with management and the Company’s independent registered public accounting firm. The Audit Committee Charter, which was most recently reviewed and revised by the Audit Committee in February 2014,2015, sets forth the authority and responsibilities of the Audit Committee and is available on the Company’s website at www.pacsun.com by clicking on “Investor Relations” at the bottom of the page and then on “Committee Composition” and “Audit Committee” under the “Corporate Governance” heading. The Audit Committee Charter requires that the Audit Committee consist of three or more board members who satisfy the independence requirements of NASDAQ. At all times during fiscal 2013,2014, the Audit Committee consisted of at least three board members, each of whom the Board affirmatively determined met those independence requirements. The Audit Committee is currently comprised of Messrs. Brewer, Goldstein Murnane and Filler. The Board has also determined that Mr. Goldstein, the Chair of the Audit Committee, has accounting and related financial management expertise within the meaning of NASDAQ listing standards and that he qualifies as an “audit committee financial expert” within the meaning of SEC regulations. The Audit Committee met eleventen times during fiscal 2013.2014.

Compensation Committee.    The primary responsibility of the Compensation Committee is to establish and govern the compensation and benefit practices of the Company, which includes developing general compensation policies, reviewing and approving compensation of the executive officers of the Company, and overseeing all of the Company’s employee benefit plans, including the Company’s 1999 Stock Award Plan and 2005 Performance Incentive Plan and Employee Stock Purchase Plan (together, the “Stock Award Plans”Plan”), the 2015 Long-Term Incentive Plan, the Pacific Sunwear of California, Inc. Executive Deferred Compensation Plan (the “Executive Deferred Compensation Plan”) and the Pacific Sunwear of California, Inc. Executive Severance Plan (the “Executive Severance Plan”). The Compensation Committee Charter, which was most recently reviewed and revised by the Compensation Committee in February 2014,2015, is available on the Company’s website at www.pacsun.com by clicking on “Investor Relations” at the bottom of the page and then on “Committee Composition” and “Compensation Committee” under the “Corporate Governance” heading. The Compensation Committee Charter requires that the Compensation Committee consist of no fewer than two boardBoard members who satisfy the independence requirements of NASDAQ and applicable law. At all times during fiscal 2013,2014, the Compensation Committee consisted of either two or three boardBoard members, each of whom the Board affirmatively determined met those independence requirements. The Compensation Committee is currently comprised of Messrs. Mrkonic and Starrett and Ms. Philip. The Compensation Committee met sixseven times during fiscal 2013.2014.

The Compensation Committee retains the power to appoint subcommittees, but no subcommittee will have any final decision-making authority on behalf of the Compensation Committee or the Board. Except as described below, our executive officers, including the “Named Executive Officers” (as defined under the heading “Executive Compensation and Related Matters — Compensation Discussion and Analysis” below), do not currently have any role in determining or recommending the form or amount of compensation paid to our Named Executive Officers and our other senior executive officers. However, our Chief Executive Officer recommends to the Compensation Committee salary, annual bonus and long-term incentive compensation levels for less senior officers, including the other Named Executive Officers, in accordance with the Compensation Committee Charter.

Pursuant to its Charter, the Compensation Committee is authorized to retain and terminate any compensation consultant engaged to assist in the evaluation of the compensation of our senior executive officers (including the Named Executive Officers). Prior to receiving any advice from any compensation consultant, or outside legal counsel or other compensation advisors, the Committee must consider the independence factors enumerated in Rule 10C-1(b)(1) under the Exchange Act (the “Independence Factors”). The Compensation Committee retained Exequity LLP (“Exequity”) as an independent compensation consultant to assist it in determining the compensation levels for our senior executive officers for fiscal 2013.2014. Prior to Exequity performing its work, the Committee considered the Independence Factors. The mandate of Exequity was to work foradvise and assist the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design issues, market trends, and technical considerations; andconsiderations. Exequity did not provide any other services to the Company during fiscal 2013.2014. Exequity’s work during fiscal 20132014 did not raise any conflicts of interest within the meaning of Item 407(e)(3)(iv) of Regulation S-K. The Compensation Committee retains the sole authority to hire and terminate its consultant.

Nominating and Governance Committee.    The Nominating and Governance Committee reviews the Company’s corporate governance policies and practices againstin comparison with those suggested by various groups or authorities active in corporate governance and practices of other companies, as well as the requirements of the Sarbanes-Oxley Act of 2002, the Dodd/Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, and the listing standards of NASDAQ. The Nominating and Governance Committee also recommends qualified candidates as directors of the Company, including the slate of directors that the Board proposes for election by shareholders at the Company’s annual meetings of shareholders, and recommends the directors to be appointed by the Board to the various Board committees. The Nominating and Governance Committee considered and recommended the threetwo Board nominees presented for election as directors at the Annual Meeting. The Nominating and Governance Committee Charter, which was most recently reviewed by the Nominating and Governance Committee in February 2014,2015, is available on the Company’s website at www.pacsun.com by clicking on “Investor Relations” at the bottom of the page and then on “Committee Composition” and “Nominating and Governance Committee” under the “Corporate Governance” heading. The Nominating and Governance Committee Charter requires that the Nominating and Governance Committee consist of no fewer than two boardBoard members who satisfy the independence requirements of NASDAQ and applicable law. At all times during fiscal 2013,2014, the Nominating and Governance Committee consisted of either two or three boardBoard members,

Criteria the Nominating and Governance Committee uses in connection with evaluating and selecting new directors include factors relating to whether the director candidate would meet the definition of independence required by NASDAQ. While the Nominating and Governance Committee does not have any specific, minimum qualifications for Board nominees, in considering possible candidates for election as a director, the Nominating and Governance Committee strives to compose a Board with a collection of complementary skills and which, as a group, will possess the appropriate skills and experience to effectively oversee the Company’s business. The Committee is guided by the following principles: (a) each director should be an individual of high character and integrity; (b) each director should be accomplished in his or her respective field, with superior credentials and recognition; (c) each director should have relevant expertise and experience, and should be able to offer advice and guidance to management based on that expertise and experience; (d) each director should have sufficient time available to devote to the Company’s affairs; (e) each director should represent the long-term interests of the Company’s shareholders as a whole; and (f) directorseach director should be selected such that the Board represents a diversity of background and experience. Although diversity may be a consideration in the Committee’s process, the Nominating and Governance Committee does not have a formal policy regarding the consideration of diversity in identifying director nominees. The Nominating and Governance Committee will review the qualifications and backgrounds of directors and nominees (without regard to whether a nominee has been recommended by a shareholder), as well as the overall composition of the Board, and recommend the slate of directors to be nominated for election at the next annual meeting of shareholders. The Nominating and Governance Committee does not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.

The Nominating and Governance Committee will consider written proposals from shareholders for nominees to the Board. Nominations should be submitted to the Nominating and Governance Committee, c/oin care of the Company's Secretary, and should include the following: (a) a brief biographical description of the proposed nominee (including his or her occupation for at least the last five years), and a statement of his or her qualifications, taking into account the principles used by the Nominating and Governance Committee in evaluating possible candidates, as described above; (b) the name(s) and address(es) of the shareholder(s) making the nomination and the number of shares of the Company’s common stock owned by such shareholders(s); (c) a statement detailing any relationship between the proposed nominee and any customer, supplier or competitor of the Company; (d) detailed information about any relationship or understanding between the nominating shareholder(s) and the proposed nominee; and (e) the proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving on the Board, if elected. Nominees recommended by shareholders in accordance with these procedures will receive the same consideration given to nominees of management, the Board and the Nominating and Governance Committee.

Deloitte & Touche LLP was the Company’s independent registered public accounting firm for fiscal 20132014 and has reported on the Company’s Consolidated Financial Statements included in the 20132014 Annual Report that accompanyaccompanies this Proxy Statement. The Audit Committee appoints the independent registered public accounting firm. The Audit Committee has reappointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2014.2015. In the event that shareholders do not ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm, the Audit Committee will reconsider the selection of the independent registered public accounting firm. A representative of Deloitte & Touche LLP will be present at the Annual Meeting, will have an opportunity to make a statement, and will be available to respond to appropriate questions.

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

Management is responsible for the financial reporting process, the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and the system of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditors are responsible for auditing the Company’s financial statements. Our responsibility is to monitor and review these processes and procedures. We are not professionally engaged in the practice of accounting or auditing. We rely, without independent verification, on the information provided to us and on the representations made by management and the independent auditors that the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

During fiscal 2013,2014, we met and held discussions with management and the independent registered public accounting firm, Deloitte & Touche LLP. The meetings were conducted so as to encourage communication among the members of the Audit Committee, management and the independent registered public accounting firm. We have reviewed and discussed the Company’s financial statements and system of internal controls and procedures with management, and discussed with Deloitte & Touche LLP those matters required to be discussed by the Statement on Auditing StandardsStandard No. 61, as amended.16. In addition, we have received the written disclosures and the letter from Deloitte & Touche LLP that are required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, and have discussed with Deloitte & Touche LLP the firm’s independence.

During the course of fiscal 2013,2014, management completed the documentation, testing and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. We received periodic updates concerning the system of internal controls from management and the independent registered public accounting firm at regularly scheduled Audit Committee meetings. At the conclusion of the process, management provided us with, and we reviewed, a report on the effectiveness of the Company’s internal control over financial reporting. We also reviewed the report of management contained in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014,January 31, 2015, as well as Deloitte & Touche LLP’s Report of Independent Registered Public Accounting Firm included in the Company’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements, and (ii) the effectiveness of the Company’s internal control over financial reporting.

In reliance on the reviews and discussions noted above, and subject to the limitations on our role and responsibility described above and in the Audit Committee Charter, we recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014,January 31, 2015, for filing with the SEC. We also appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2014.2015.

Approval of the ratification of the independent registered public accounting firm requires that holders of a majority of the shares of common stock represented and voting at the Annual Meeting (including the shares of common stock underlying the Series B Preferred), either in person or by proxy, must vote in favor of the proposal. Shares represented by proxies which are marked to indicate abstentions and broker non-votes will not affect its outcome.the outcome for this proposal.

The following is a list of the Company’s executive officers as of April 7, 2014,6, 2015, followed by their biographical information (other than for Mr. Schoenfeld, whose biographical information appears under “Election of Directors — Nominees and Continuing Directors”). The ages shown are as of April 7, 2014.6, 2015.

To the Company’s knowledge, based solely on its review of copies of reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to its executive officers, directors and greater than ten percent beneficial owners were timely satisfied during fiscal 2013.2014.

When the components of our executive compensation programs are combined, we believe they create a total compensation package that supports our compensation objectives.

In determining the level of compensation to be paid to Named Executive Officers, we reviewthe Compensation Committee reviews publicly available compensation information of other public retailing companies from time to time. In addition, as indicated above, wethe Compensation Committee retained Exequity as our independent compensation consultant in fiscal 20132014 to evaluate and make recommendations regarding the Company’s executive compensation programs. In that regard, Exequity summarized publicly filed pay data from a customized peer group consisting of the following companies: Abercrombie & Fitch Co., Aéropostale Inc., American Eagle Outfitters Inc., Ann Inc., Bebebebe Stores Inc., The Buckle Inc., Chico’s FAS Inc., Children’s Place Retail Stores Inc., Express, Inc., Guess Inc., New York and Company Inc., Tilly’s Inc., Urban Outfitters Inc., The Wet Seal Inc., and Zumiez Inc., for use by the Compensation Committee in determining appropriate compensation levels for the Named Executive Officers. Such data indicated that our total compensation levels for the Named Executive Officers trail the market.

While the Compensation Committee reviews competitive compensation data in making its compensation decisions, it does not base its decisions on this information alone and specifically does not set compensation levels to any specific level relative to these other companies. The Compensation Committee believes that its compensation decisions should be based primarily on the performance of the Company and the individual executive officers. In making its compensation decisions, the Compensation Committee also considers each Named Executive Officer’s responsibility for the overall operations of the Company. Thus, the compensation levels for Mr. Schoenfeld are higher than they are for the other Named Executive Officers reflecting his responsibility as Chief Executive Officer for the overall operations of the Company.

Mr. Schoenfeld’s annual base salary was set at $1,050,000 upon his commencing employment as the Company’s President and Chief Executive Officer in June 2009. This amount was negotiated with Mr. Schoenfeld and provided for under his employment agreement. Mr. Schoenfeld did not receive an increase in base salary for fiscal 2012, fiscal 2013 or fiscal 2014. See “Employment Agreement with Mr. Schoenfeld.”

The Committee believes its decisions regarding bonuses were consistent with the Company’s compensation objectives that (i) compensation should hold executives accountable for both Company and individual performance, and (ii) compensation should align executives’ interests with those of the Company and its shareholders.

The perquisites and personal benefits paid to each Named Executive Officer in fiscal 20132014 are reported within the “All Other Compensation” column of the “Summary Compensation Table” below and are explained in more detail in footnote (2) thereto.

As described in more detail under “Potential Payments Upon Termination or Change in Control” below, under the Executive Severance Plan, or in the case of Mr. Schoenfeld, his employment agreement, Named Executive Officers are generally entitled

The Company believes that the occurrence, or potential occurrence, of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage certain of our executive officers to remain employed with the Company during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our Named Executive Officers with enhanced severance benefits under our Executive Severance Plan if the executive’s employment is terminated by the Company without cause or by the executive for good reason within three years before a change in connection withcontrol or during the 12 month period following a change in control. Mr. Schoenfeld is entitled to similar protection under his employment agreement. Additionally, because we believe that a termination by an executive for good reason is conceptually the same as a termination by the Company without cause, and because we believe that in the context of a change in control, potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we believe it is appropriate to provide severance benefits in these circumstances.

We do not believe that Named Executive Officers should be entitled to severance benefits merely because a change in control transaction occurs. The payment of cash severance benefits is only triggered by an actual or constructive termination of employment.employment in connection with a change of control. However, under the terms of our stock incentive plans,2005 Plan and the 2015 Plan, if there is a liquidation, sale of all or substantially all of our assets, or merger or reorganization that results in a change in control where the Company is not the surviving corporation (or where it does not survive as a public company), then, like all other employees, Named Executive Officers will receive immediate vesting of their outstanding long-term incentive compensation awards. Although this vesting will occur whether or not a Named Executive Officer’s employment terminates, we believe it is appropriate to fully vest equity awards in these change in control situations because such a transaction may effectively end the Named Executive Officers’ ability to realize any further value with respect to the equity awards.

Our current philosophy is that Named Executive Officers (including the Chief Executive Officer) should not be entitled to reimbursement for any excise taxes imposed on their severance and other payments under Section 4999 of the Internal Revenue Code because we believe we have established appropriate severance arrangements after factoring in the possibility of the imposition of excise taxes on those Named Executive Officers.

Please see the “Potential Payments Upon Termination or Change in Control” Section below for a description of the potential payments that may be made to the Named Executive Officers (other than the Named Executive Officers no longer employed by the Company) in connection with their termination of employment or a change in control and a description of the payments that have become payable to our Named Executive Officers who are no longer employed by the Company.control.

The compensation levels, awards and other terms of Mr. Schoenfeld’s employment agreement were the result of negotiations between Mr. Schoenfeld and the Company. The Compensation Committee determined, in its judgment and based on Mr. Schoenfeld’s experience and general competitive practices, that the compensation levels, awards and other terms of Mr. Schoenfeld’s agreement were appropriate to attract and retain Mr. Schoenfeld and that they were also consistent with the objectives of the Company’s compensation program outlined above. The Compensation Committee also considered that Mr. Schoenfeld’s employment agreement does not include tax gross-up payments, does not provide for special benefits or perks not offered by the Company to its employees generally, and provides for severance only in certain limited circumstances should a termination of Mr. Schoenfeld’s employment actually occur and only if Mr. Schoenfeld provides a release of claims to the Company.

In March 2012, the Company amended and restated Mr. Schoenfeld’s agreement. The amendments provided, among other things, that (i) if the Board fails to renew the term of the agreement, Mr. Schoenfeld will be entitled to receive his full severance benefits (as if he were terminated by the Company without “Cause”“cause” outside of the context of a change-in-control); (ii) full severance benefits will be payable to Mr. Schoenfeld if his employment is terminated within six months (rather than three months) prior to the occurrence of a change-in-control of the Company, or within 24 months (rather than twelve months) after the occurrence of such an event; (iii) the period of time during which Mr. Schoenfeld must cooperate on certain matters with the Company after the termination of his employment for any reason is reduced from two years to one year; and (iv) a material change in the location of Mr. Schoenfeld’s workplace that results in an increased commute for him will be considered to be “Good Reason”“good reason” for termination of the agreement by him, which triggers the payment of his full severance benefits.

The Compensation Committee strives to provide each covered executive officer with a compensation package that will preserve the Company’s tax deduction for such compensation. However, due to (i) the need to retain key executive officers, (ii) the importance of the Compensation Committee’s need to holistically evaluate the pay of such officers in relation to their performance, and (iii) the difficulty of setting long-term objective performance criteria given the current volatility of the Company’s business and the retail industry as a whole, the Compensation Committee may authorize the payment of non-deductible compensation. Additionally, because of ambiguities and uncertainties in Section 162(m), no assurances can be given that compensation intended by the Company to be “performance based” within the meaning of Section 162(m) will in fact be deductible by the Company.

At the 20112014 annual meeting of shareholders, the shareholders approved, on a non-binding basis, the compensation of our Named Executive Officers by an affirmative vote equal to 85%79% of the shares represented in person or by proxy at the Meeting. Additionally, we regularly communicate with our shareholders about our business and we have not received any negative feedback on the compensation of the Named Executive Officers. As a result of the foregoing, we did not make any significant changes in our compensation policies and decisions in fiscal 2013. The Company is resubmitting the compensation of our Named Executive Officers for an advisory (non-binding) vote at the Annual Meeting. See Proposal 3.2014.

THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

The Compensation Committee has certain duties and powers as described in its Charter. The Compensation Committee is currently composed of the three non-employee directors named at the end of this report, each of whom is independent as defined by the NASDAQ listing standards.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis Section of this Proxy Statement. Based upon this review and our discussions, the Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis Section be included in the Company’s 20132014 Annual Report on Form 10-K filed with the SEC.

During fiscal 2013,2014, the Company’s Compensation Committee consisted of George R. Mrkonic, Peter Starrett, and upon her appointment to the Board in October 2013, Frances P. Philip. None of the members of the Compensation Committee was, during fiscal 2013,2014, an executive officer or employee of the Company, is a former officer of the Company, or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee during fiscal 2013.2014.

The following table and explanatory notes present information regarding compensation of the Named Executive Officers for services rendered during fiscal 2014, 2013, 2012, and 2011:2012:

The “Summary Compensation Table” above quantifies the value of the different forms of compensation earned by or awarded to our Named Executive Officers in fiscal 2013.2014. The primary elements of each Named Executive Officer’s total compensation for fiscal 20132014 reported in the table arewere base salary and bonus payments. Named Executive Officers also earned the other benefits listed in the “All Other Compensation” column of the “Summary Compensation Table,” as further described in footnote (2) to the table.

The “Summary Compensation Table” should be read in conjunction with the Compensation Discussion and Analysis above and the tables and narrative descriptions that follow. A description of the material terms of each Named Executive Officer’s base salary is provided immediately following this Section. The “Grants of Plan-Based Awards In Fiscal 2013” table, and the description of the material terms of the plan-based awards granted during fiscal 2013 that follows it, provides information regarding the long-term equity incentive compensation awarded to Named Executive Officers in fiscal 2013. The “Outstanding Equity Awards at Fiscal 20132014 Year-End” and “Option Exercises and Stock Awards Vested in Fiscal 2013”2014” tables provide further information on the Named Executive Officers’ potential realizable value and actual value realized with respect to their equity awards.

We are currently party to an employment agreement with Mr. Schoenfeld and non-binding offer letters with Messrs. Kaplan, Brewer, and Chang and Ms. Lee.Gosselin. The terms outlined in these documents, including the salary and bonus terms thereof, are briefly described below. Provisions of these documents relating to outstanding equity incentive awards and post-termination of employment benefits are discussed below under the applicable sections of this Proxy Statement, including the Section entitled “Potential Payments upon Termination or Change in Control.”

Under his employment agreement, Mr. Schoenfeld currently receives a base salary at an annual rate of $1,050,000 and an annual incentive bonus opportunity based on the achievement of pre-set financial targets and the achievement of performance criteria to be established by the Compensation Committee. Mr. Schoenfeld’s target incentive bonus isfor fiscal 2014 was 100% of his base salary with a maximum incentive bonus of 200% of his base salary. As discussed above under “Current Executive Compensation Program Elements —- Annual Bonuses,” Mr. Schoenfeld was awarded a DiscretionaryFiscal 2014 Bonus of $105,000 for fiscal 2013.$1,400,700 and a Retention Bonus of $699,300. Mr. Schoenfeld is also entitled to participate in the Company’s benefit plans on terms consistent with those applicable to the Company’s other executives or employees generally, except that Mr. Schoenfeld will not participate in any severance arrangements other than those provided in his employment agreement.

The following table presents information regarding theNo plan-based incentive awards were granted to Named Executive Officers during fiscal 20132014 under the Company’s 2005 Performance Incentive Plan. The material terms of each grant are described below under “Description of Plan-Based Awards.”

Each ofAll awards historically made to the awards reported in the “Grants of Plan-Based Awards In Fiscal 2013” table wasNamed Executive Officers were granted under, and isare subject to the terms of, the 2005 Performance Incentive Plan. The plan2005 Plan is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan provisions and make all required determinations under the plan.Plan. This authority includes making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provision to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the planPlan are generally only transferable to a beneficiary of a Named Executive Officer upon his or her death. However, the Committee may establish procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable securities laws and, with limited exceptions set forth in the plan document, are not made for value. Under the terms of the 2005 Performance Incentive Plan, if there is a change in control of the Company, each Named Executive Officer’s outstanding awards granted under the plan will become fully vested and, in the case of options and SARs, exercisable, unless otherwise provided by the Board in circumstances where the Board has made a provision for the assumption or other continuation of the awards. Any options and SARs that become vested in connection with a change in control generally must be exercised prior to the change in control, or they will be canceled in exchange for the right to receive a cash payment in connection with the change in control transaction.

The following table presents information regarding the exercise of stock options and the vesting of stock awards by Named Executive Officers during fiscal 2013.2014:

The following Section describes the benefits that may become payable to the Named Executive Officers in connection with certain terminations of their employment with the Company and/or a change in control of the Company. Please see the “Current Executive Compensation Program Elements — Severance and Other Benefits Upon Termination of Employment” Section of the Compensation Discussion and Analysis above for a discussion of how the payments and benefits presented below were determined.

In addition to the termination benefits under the Executive Severance Plan described below,above, outstanding equity-based awards mayare also be subject to accelerated vesting in connection with certain changes in control of the Company under the terms of our equity incentive plans. For purposes of the table that follows, we have calculated the value of any option or stock award that may be accelerated in connection with a change in control of the Company to be the full value of such award (i.e., the full “spread” value for option awards and the full price per share of common stock for stock awards).

In calculating the amount of any potential payments to the Named Executive Officers, we have assumed that the applicable triggering event (i.e., termination of employment or change in control) occurred on February 1, 2014,January 31, 2015, and that the price per share of our common stock is equal to the closing price on January 31, 20142015 (which was the last trading day in fiscal 2013)2014).

In addition to the benefits described below, upon the retirement or other termination of employment of a Named Executive Officer, the officer may receive a payout of his or her nonqualified deferred compensation balance under the Company’s Executive Deferred Compensation Plan (unless the officer has elected to receive account balance in installments). See “Non-Qualified Deferred Compensation Plans” for a description of such payouts. In addition, as a result of the Company’s settlement of its dispute with Ann Taylor Stores, Inc. regarding the supplemental retirement benefit Ms. Kasaks was entitled to receive from Ann Taylor, Ms. Kasaks is entitled to receive a supplemental retirement benefit from the Company, the payment of which may be accelerated in connection with certain changes in control of the Company. Please see the “Pension Benefits — Fiscal 2013” table above and related narrative discussion for a description of Ms. Kasaks’ supplemental retirement benefit from the Company.

Alternatively, under the Executive Severance Plan if a participant’s employment is terminated by the Company or a subsidiary without “cause” (and other than due to his or her death or disability) or by the participant for “good reason” and such termination occurs at any time during the period commencing three months before, and ending twelve months after, a “change in control” (as defined in the Executive Severance Plan) of the Company, the participant will generally be entitled to receive the following benefits: (i) a cash lump sum payment equal to the participant’s “change in control severance multiplier” multiplied by the sum of the participant’s highest rate of base salary in the year prior to his or her termination plus the participant’s target bonus for the year in which the termination occurs (or, if the participant does not have a target bonus opportunity, the average annual bonus paid to the participant in the past three full fiscal years), plus (ii) a cash lump sum payment equal to the expected aggregate cost of the premiums that would be charged to continue medical coverage pursuant to COBRA for a period of months equal to twelve times the participant’s “COBRA multiplier,” plus (iii) reimbursement for outplacement services obtained within a twelve month period following the participant’s termination, up to a maximum of $10,000 ($20,000 in the case of the Chief Executive Officer), if he or she is a participant in the plan.

In order to receive the severance benefits under the Executive Severance Plan described above, the participant must agree to release the Company from all claims arising out of his or her employment relationship. Participants are also subject to confidentiality, non-solicitation and non-competition restrictive covenants as a participant in the Executive Severance Plan. For all Named Executive Officers who are participants under the Executive Severance Plan, the “severance multiplier,” “change in control severance multiplier” and “COBRA multiplier” are 0.75, 1.5 and 0.75, respectively.

Under the terms of Mr. Schoenfeld’s amended and restated employment agreement, if his employment with the Company expires or is terminated by the Company due to his death or disability or without “cause,” or if the agreement is not renewed by the Company, or if Mr. Schoenfeld terminates his employment for “good reason” (as such terms are defined in the agreement), he will be entitled to the following severance benefits: (1) cash payment in installments of an amount equal to 12 months of his base salary plus one additional month (up to a maximum of 12 additional months) of base salary for each whole year of his service with the Company; (2) a lump sum cash payment equal to the expected cost of COBRA premiums to continue medical coverage for himself and his eligible dependents for 12 months following his termination; and (3) payment of his costs for outplacement services for 12 months following his termination up to a maximum of $20,000. In the event Mr. Schoenfeld’s employment with the Company is terminated by the Company without cause or by Mr. Schoenfeld for good reason within six months before or 24 months after certain changes in control of the Company, Mr. Schoenfeld will be entitled to receive, in lieu of the cash severance benefit described above, a lump sum cash payment equal to two times the sum of his annual rate of base salary plus his target annual bonus for the fiscal year in which the termination occurs (or, if there is no such target bonus in effect, his average annual bonus paid by the Company for the last three full fiscal years). He would also be entitled to receive payment for his COBRA premiums and outplacement benefits as described above. Mr. Schoenfeld’s right to receive the severance benefits described

The Company currently maintains threetwo equity compensation plans: the 2005 Performance Incentive Plan (the “2005 Plan”), the 1999 Stock Award Plan (the “1999 Plan”), and the Employee Stock Purchase Plan (the “ESPP”). These plans have each been approved by the Company’s shareholders. The 2015 Plan, which was adopted by the Board in March 2015, will become effective if it is approved by the shareholders at the Annual Meeting.

The following table sets forth, for each of the Company’s equity compensation plans,2005 Plan (which terminated on March 22, 2015) and the ESPP, the number of shares of common stock subject to outstanding options and other rights, the weighted-average exercise price of outstanding options and other rights, and the number of shares remaining available for future award grants as of February 1, 2014:January 31, 2015:

The Compensation Committee conducted an assessment of the risks related to our compensation policies and practices in March 2014.2015. The assessment was based on an analysis prepared by management and reviewed by the Committee’s compensation consultant, Exequity. After conducting this assessment, the Compensation Committee believes that our compensation policies and practices promote behaviors that are aligned with the long-term interests of the Company and shareholders, and that any risks arising from compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. The Committee reached this conclusion based on a number of factors, including: (i) the Company’s compensation programs are broad-based and do not have separate compensation practices for individual business units; (ii) the annual Bonus Plan adopted by the Board is significantly weighted towards the achievement of a Company-wide financial target; (iii) the Company’s equity grants are generally calculated as a percentage of each participant’s salary and either vest over multi-year periods or upon the achievement of performance targets, and are determined based on a rating of the participant’s performance;targets; and (iv) all of the Company’s incentive plans are capped.

The Board and management are committed to good corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders. The Board, including the Nominating and Governance Committee, and management review the Company’s corporate governance policies and practices against those suggested by various groups or authorities active in corporate governance and practices of other companies, as well as the requirements of the Sarbanes-Oxley Act of 2002, the Dodd/Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, and the listing standards of NASDAQ. The Company maintains numerous good governance practices and policies, including:

On December 7, 2011, the Company entered into a $60.0 million term loan credit agreement with an affiliate of Golden Gate Private Equity, Inc. (“GGC”) (the “Term Loan Agreement”), and a Stock Purchase and Investors Rights Agreement for the purchase of 1,000 shares of the Company’s Convertible Series B Preferred, Stock, par value $0.01 (the “Stock Purchase Agreement”). The loan under the Term Loan Agreement (the “Term Loan”) was advanced to the Company on the closing date of the Term Loan Agreement.

The Term Loan bears interest initially at an interest rate equal to 5.5% per annum in cash, due and payable quarterly in arrears, and 7.5% per annum, due and payable in kind (“PIK”) annually in arrears, with adjustments to the cash and PIK portions of the interest rate in accordance with the Term Loan Agreement following principal repayments. The Term Loan is scheduled to mature on December 7, 2016.

The Term Loan Agreement is guaranteed by each of the Company’s subsidiaries and will be guaranteed by any future subsidiaries of the Company. The Term Loan Agreement is secured by liens and security interests with (a) a first priority security interest in all long term assets of the Company and Pacific Sunwear Stores Corp. and all other assets not constituting priority collateral under the New Revolving Credit Facility, (b) a first priority pledge of the equity interests of Miraloma Borrower Corporation, and (c) a second priority security interest in all assets of the Company and Pacific Sunwear Stores Corp. constituting Revolving Credit Priority Collateral. The Term Loan Agreement also contains covenants substantially identical to those in the Company’s revolving credit facility with Wells Fargo Bank, N.A.

Upon the occurrence of an event of default under the Term Loan Agreement, the lenders may declare the unpaid principal and interest amount of all outstanding loans to be immediately due and payable. The Term Loan Agreement specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, the failure to make timely principal and interest payments or to satisfy certain covenants contained therein.

The proceeds of the Term Loan Agreement were used for debt repayment, capital expenditures, to financethe financing of the acquisition of working capital assets, and for other general corporate purposes.

Concurrently with and as a condition to entering into the Term Loan Agreement, the Company also entered into the Stock Purchase Agreement with an affiliate of GGC (the “Series B Holder”). Pursuant to the Stock Purchase Agreement, the Company issued 1,000 shares of Convertible Series B Preferred Stock of the Company, par value $0.01 (the “Series B Preferred”) to the Series B Holder, an accredited investor, at an aggregate offering price of $100,000. Each share of Series B Preferred is convertible at any time on or prior to December 7, 2021 into shares of common stock (“Common Shares”) of the Company at an initial conversion rate of 13,473.537. The common stock underlying the Series B Preferred represented 19.99% of the Company’s outstanding common stock as of December 7, 2011, and 16.67% on a fully-diluted basis. The shares of Series B Preferred are convertible into shares of the Company’s common stock at an initial exercise price of $1.75 per share of underlying common stock converted into. The shares of Series B Preferred have voting rights and other rights upon liquidation. The Series B Holder and certain permitted transferees of the Series B Holder are entitled to

Joshua Olshansky and T. Neale Attenborough, current members of the Board, are employed by GGC as a Managing Director and Operating Partner, respectively. They were originally appointed to the Board in connection with the consummation of the above transactions.

The Board has adopted a written Related Party Transactions Policy (the “Policy”). The purpose of the Policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company was, is or will be a participant, and (ii) a related person has or will have a direct or indirect material interest. For purposes of the Policy, a related person is (a) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company, (b) any person who is known to be the beneficial owner of more than 5% of the Company’s common stock, (c) any immediate family member of any of the foregoing persons, or (d) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which all the related persons, in the aggregate, have a 10% or greater beneficial ownership interest.

Pursuant to the Policy, as amended in March 2013, andwhich was most recently reviewed by the Audit Committee in March 2014,2015, the General Counsel will create a master list of related persons and distribute to persons responsible for purchasing goods or services for the Company to identify any related party transaction. Once a related party transaction has been identified, the Audit Committee must review the transaction for approval or ratification. In determining whether to approve or ratify a related party transaction, the Audit Committee is to consider all relevant facts and circumstances of the related party transaction available to the Audit Committee. The Audit Committee may approve only those related party transactions that are just and reasonable to the Company, as the Audit Committee determines in good faith. No member of the Audit Committee will participate in any consideration of a related party transaction with respect to which that member or any of his or her immediate family is a related person.

The transactions described above under the caption “Certain Transactions” were not approved by the Audit Committee pursuant to the Policy because such transactions were approved by the full Board.

Shareholders may communicate with the Board as a whole or with specified individual directors of the Board, c/o Craig E. Gosselin, Secretary, Pacific Sunwear of California, Inc., 3450 East Miraloma Avenue, Anaheim, California 92806. All mail received will be opened and screened for security purposes. All communications that relate to matters that are within the scope of the responsibilities of the Board, other than solicitations, junk mail and obviously frivolous or inappropriate communications will be forwarded. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as consumer complaints, will be forwarded to the appropriate executive. Any items not forwarded pursuant to this policy will be made available to any director who requests them. Mail addressed to a particular director or Board committee will be forwarded or delivered to that director or committee. Mail addressed to the “Board” will be forwarded or delivered to the Chairman of the Board. To communicate to the Audit Committee issues or complaints regarding questionable accounting, internal accounting controls or auditing matters, you may place an anonymous, confidential, toll-free call in the United States to our Corporate Governance Hotline at (800) 850-9537. This hotline is accessible 24 hours a day, 7 days a week, 365 days a year.

It is important that the proxies be returned promptly and that your shares be represented. Shareholders are urged to mark, date, sign and promptly return the accompanying proxy card in the enclosed envelope or to submit their proxy electronically by telephone or over the Internet.

The forms of proxy and this Proxy Statement have been approved by the Board and are being mailed and delivered to shareholders by its authority.