<PAGE> 1
THE MEN'S WEARHOUSE, INC.
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 25, 1996
Notice is hereby given that the Annual Meeting of the Shareholders of The
Men's Wearhouse, Inc., a Texas corporation (the "Company"), will be held at
10:00 a.m. on Tuesday June 25, 1996, at The DoubleTree Hotel, 2001 Post Oak
Blvd., Houston, Texas, for the following purposes:
(1) To elect nine directors of the Company to hold office until the
next Annual Meeting of Shareholders or until their respective successors
are duly elected and qualified;
(2) To consider and act on a proposal to adopt the Company's 1996
Stock Option Plan;
(3) To consider and act on a proposal to amend the Company's 1992
Non-Employee Director Stock Option Plan;
(4) To ratify the appointment by the Board of Directors of the firm of
Deloitte & Touche LLP as independent auditors for the Company for 1996; and
(5) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The holders of the Company's common stock, par value $.01, of record at the
close of business on May 9, 1996, will be entitled to vote at the meeting and
any adjournment(s) thereof.
By Order of the Board of Directors,
/s/ MICHAEL W. CONLON
-----------------------------------
Michael W. Conlon
Secretary
May 31, 1996
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
IF YOU ATTEND THE MEETING YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE> 2
THE MEN'S WEARHOUSE, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 25, 1996
This proxy statement is furnished to the shareholders of The Men's
Wearhouse, Inc. (the "Company"), whose principal executive offices are located
at 40650 Encyclopedia Circle, Fremont, California 94538, in connection with the
solicitation by the Board of Directors of the Company of proxies to be used at
the Annual Meeting of Shareholders to be held at 10:00 a.m. on Tuesday, June 25,
1996, at The DoubleTree Hotel, 2001 Post Oak Blvd., Houston, Texas, or any
adjournment(s) thereof (the "Annual Meeting").
Proxies in the form enclosed, properly executed by shareholders and
received in time for the meeting, will be voted as specified therein. If a
shareholder does not specify otherwise, the shares represented by his or her
proxy will be voted "FOR" the nominees for director listed therein, "FOR" the
proposal to approve the 1996 Stock Option Plan, "FOR" the proposal to approve an
amendment to the Company's 1992 Non-Employee Director Stock Option Plan and
"FOR" ratification of the appointment of the Company's independent auditors. The
giving of a proxy does not preclude the right to vote in person should the
person giving the proxy so desire, and the proxy may be revoked at any time
before it is exercised by written notice delivered to the Company at or prior to
the meeting.
This Proxy Statement is being mailed on or about May 31, 1996, to
shareholders of record on May 9, 1996 (the "Record Date"). At the close of
business on the Record Date, there were outstanding and entitled to vote
20,902,969 shares of Common Stock, and only the holders of record on such date
shall be entitled to vote at the Annual Meeting. Such holders will be entitled
to one vote per share on each matter presented at the Annual Meeting.
The enclosed form of proxy provides a means for shareholders to vote for
all of the nominees listed therein, to withhold authority to vote for one or
more of such nominees or to withhold authority to vote for all of such nominees.
The withholding of authority by a shareholder will have no effect on the results
of the election of those directors for whom authority to vote is withheld
because the Company's bylaws provide that directors are elected by a plurality
of the votes cast.
The affirmative vote of the holders of a majority of the shares of Common
Stock represented in person or by proxy at the Annual Meeting is required to
approve the proposals to approve the 1996 Stock Option Plan and to ratify the
appointment of the Company's independent auditors, and the affirmative vote of
the holders of a majority of the total shares outstanding on the Record Date is
required to approve the amendment to the 1992 Non-Employee Director Stock Option
Plan.
The holders of a majority of the total shares of Common Stock issued and
outstanding on the Record Date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. Abstentions are counted toward the calculation of a quorum, but are not
treated as either a vote for or against a proposal. An abstention has the same
effect as a vote against the proposal or, in the case of the election of
directors, as shares to which voting power has been withheld. Under Texas law,
any unvoted position in a brokerage account with respect to any matter will be
considered as not voted and will not be counted toward fulfillment of quorum
requirements as to that matter. The shares held by each shareholder who signs
and returns the enclosed form of proxy will be counted for purposes of
determining the presence of a quorum at the meeting.
<PAGE> 3
ELECTION OF DIRECTORS
At the Annual Meeting, nine directors constituting the entire Board of
Directors are to be elected. All directors of the Company hold office until the
next annual meeting of shareholders or until their respective successors are
elected and qualified or their earlier resignation or removal.
The following persons have been nominated to fill the nine positions to be
elected by the shareholders. It is the intention of the persons named in the
enclosed proxy to vote the proxies for the election of the nominees named below,
unless otherwise specified. Management of the Company does not contemplate that
any of the nominees will become unavailable for any reason, but if that should
occur before the meeting, proxies will be voted for another nominee, or other
nominees, to be selected by management.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- --------------------------------- --- ------------------------------------------- --------
<S> <C> <C> <C>
George Zimmer.................... 47 Chairman of the Board, President and Chief 1974
Executive Officer and Director
David Edwab...................... 41 Chief Operating and Financial Officer, 1991
Treasurer and Director
Richard E. Goldman............... 45 Executive Vice President and Director 1975
Robert E. Zimmer................. 72 Senior Vice President -- Real Estate and 1974
Director
James E. Zimmer.................. 44 Senior Vice President -- Merchandising and 1975
Director
Harry M. Levy.................... 47 Senior Vice President -- Planning and 1991
Systems, Chief Information Officer and
Director
Rinaldo Brutoco.................. 49 Director 1992
Michael L. Ray................... 57 Director 1992
Sheldon I. Stein................. 42 Director 1995
</TABLE>
George Zimmer, together with Robert E. Zimmer and Harry M. Levy, founded
The Men's Wearhouse as a partnership in 1973 and has served as Chairman of the
Board and President of the Company since its incorporation in 1974.
David Edwab served as Vice President -- Finance of the Company from
February 1991 until February 1992, at which time he was elected Senior Vice
President, Treasurer and Chief Financial Officer of the Company. He was later
elected Chief Operating Officer of the Company on February 26, 1993. He was
elected a director of the Company in November 1991. Prior to joining the
Company, Mr. Edwab was a partner with the accounting firm of Deloitte & Touche
LLP (formerly, Touche Ross & Co.) from July 1987 to February 1991, where he was
a regional director of its Corporate Finance and Retail Practice. For a period
of at least four years prior to that, Mr. Edwab was a partner in the accounting
firm of Edwab, Webb & Co. where his client responsibilities included The Men's
Wearhouse. Edwab, Webb & Co. merged with Touche Ross & Co. in July 1987.
Richard E. Goldman joined The Men's Wearhouse in 1973 shortly after its
inception and has served as Executive Vice President and a director of the
Company since 1975. Mr. Goldman is responsible for overall merchandising and
advertising for the Company.
Robert E. Zimmer has served as Senior Vice President and a director of the
Company since its incorporation in 1974 and is primarily responsible for new
store site selection and arrangements.
James E. Zimmer has served as Senior Vice President and a director of the
Company since 1975 and works primarily with the Executive Vice President in
coordinating the Company's merchandising function.
2
<PAGE> 4
Harry M. Levy served as a Vice President of the Company from December 1979
to February 1992, at which time he was elected Senior Vice President and Chief
Information Officer of the Company. He was elected a director of the Company in
November 1991.
Rinaldo Brutoco is the Chief Executive Officer and a director of Red Rose
Collection, Inc., a San Francisco-based mail order catalog and retail company,
and has served in various executive capacities with that company for more than
the past five years. Mr. Brutoco is also the Chairman and Chief Executive
Officer of Dorason Corporation, a privately held merchant bank, and an attorney.
Michael L. Ray has been on the faculty at Stanford University since 1967
and is currently the John G. McCoy-Banc One Corporation Professor of Creativity
and Innovation and of Marketing at Stanford University's Graduate School of
Business. Professor Ray is a social psychologist with training and extensive
experience in advertising and marketing management and has served as a private
consultant to numerous companies since 1967.
Sheldon I. Stein is a Senior Managing Director of Bear, Stearns & Co. Inc.
("Bear Stearns") and oversees its Southwestern Corporate Finance Department. Mr.
Stein joined Bear Stearns in August 1986. Prior to that, Mr. Stein was a partner
with the Dallas law firm of Hughes & Luce, where he specialized in corporate
finance, mergers and acquisitions. He is a director of Cinemark USA, Inc., AMRE
Inc., Fresh America Corp., Jerell Inc., RAC Financial Group, Inc. and
Tandycrafts, Inc. He is also a Trustee of the Greenhill School in Dallas.
George Zimmer and James E. Zimmer are brothers, and Robert E. Zimmer is
their father.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
During the fiscal year ended February 3, 1996, the Board of Directors held
six meetings.
The Board of Directors has an audit committee that comprises Messrs. Stein,
Brutoco and Ray. It is the duty of the audit committee to review the Company's
financial information and internal controls, review with the Company's
independent public accountants the plan, scope and results of the annual audit
of the Company's financial statements, and to make recommendations to the Board
of Directors as to the selection of independent public accountants. During the
fiscal year ended February 3, 1996, the audit committee held one meeting.
The Company has a compensation committee composed solely of its
non-employee directors, Messrs. Stein, Brutoco and Ray. It is the duty of the
compensation committee to consider and approve, on behalf of the Board of
Directors, adjustments to the compensation of the executive officers of the
Company and the implementation of any compensation program for the benefit of
any executive officer of the Company. During the fiscal year ended February 3,
1996, the compensation committee held one meeting.
During the fiscal year ended February 3, 1996, no director attended fewer
than 75% of all of the meetings of the Board of Directors and of any committee
of which such director was a member, except for Richard Goldman who attended
four of the six Board meetings.
The Board of Directors has no executive or nominating committee. Director
nominees are determined by the Board of Directors, and nominees proposed by
shareholders will not be considered.
3
<PAGE> 5
PROPOSAL FOR THE ADOPTION OF THE 1996 STOCK OPTION PLAN
On May 8, 1996, the Board of Directors of the Company adopted The Men's
Wearhouse, Inc. 1996 Stock Option Plan (the "1996 Option Plan"), subject to
shareholder approval, pursuant to which options to purchase up to 750,000 shares
of Common Stock may be granted. The individuals eligible to participate in the
1996 Option Plan are such full-time key employees, including officers and
employee directors, of the Company as the Stock Option Committee of the Board of
Directors, which administers the 1996 Option Plan, may determine from time to
time; provided however, George Zimmer, Richard E. Goldman, Robert E. Zimmer and
James E. Zimmer are not eligible to participate in the 1996 Option Plan. The
Stock Option Committee may grant either incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-statutory stock options. The maximum number of shares subject to
options that may be awarded under the 1996 Option Plan to any employee during
any consecutive three-year period is 500,000. The purchase price of shares
subject to an option granted under the 1996 Option Plan is determined by the
Stock Option Committee at the time of grant, but may not be less than 50% of the
fair market value of the shares of Common Stock on the date of grant.
Notwithstanding any other provisions of the 1996 Option Plan to the contrary,
the aggregate fair market value (determined as of the date the option is
granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the optionee in any calendar year (under the
1996 Option Plan and any other incentive stock option plan of the Company) may
not exceed $100,000. Options granted under the 1996 Option Plan must be
exercised within ten years from the date of grant, and, unless otherwise
provided by the Stock Option Committee, vest with respect to one-third of the
shares covered thereby on each of the first three anniversaries of the date of
grant. In the case of any eligible employee who owns or is deemed to own stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its parent or subsidiaries, the option price of any
incentive stock option granted under the 1996 Option Plan may not be less than
110% of the fair market value of the Common Stock on the date of grant, and the
exercisable period may not exceed five years from the date of grant.
Options granted under the 1996 Option Plan are not transferable by the
optionee other than by will or under the laws of descent and distribution. Such
options terminate on the earlier of the date of the expiration of the option or
one day less than one month after the date the optionee terminated employment
with the Company for any reason other than the death, disability or retirement
of the optionee. During such one-month period, the optionee may exercise the
option in respect of the number of shares that were vested on the date of such
severance of employment. In the event of severance because of the disability of
an optionee and before the date of expiration of the option, the option
terminates on the earlier of such date of expiration or one year following the
date of severance, during which period the optionee may exercise the option in
respect of the number of shares that were vested on the date of severance
because of disability. In the event of the death or retirement of an optionee,
the option terminates on the earlier of the date of expiration of the option or
one year following the date of death or retirement. The optionee or, in the case
of death, the executors or administrators of the optionee or other person to
whom his option may be transferred by will or by the laws of descent and
distribution, may exercise the option in respect of the number of shares that
were vested on the date of death or retirement. No options have been granted
under the 1996 Option Plan.
No optionee will recognize income upon the grant of an option under the
1996 Option Plan. Upon the exercise of any portion of a non-statutory stock
option, the optionee will recognize taxable ordinary income equal to the excess
of the fair market value of the shares so acquired as of the date of exercise
over the option price paid for such shares. The Company ordinarily will be
entitled to a deduction for compensation expense in an amount equal to the
amount of such ordinary income, subject to certain limitations that apply if the
optionee's aggregate compensation is greater than $1 million, and there is a
withholding requirement on the date of exercise. Although compensation income in
excess of $1 million may not, under certain circumstances, be deductible by the
Company, the Company does not anticipate that any optionee's compensation will
exceed the $1 million limit on deductions. Upon disposition of the shares
acquired upon the exercise of the option, the optionee will generally recognize
a long-term or short-term capital gain or loss (depending on how long the shares
were held) equal to the excess of the amount realized by him or her upon such
disposition over the fair market value of the shares on the date he or she
exercised the option.
4
<PAGE> 6
In the case of incentive stock options, and except to the extent the excess
of the fair market value of the acquired shares as of the date of exercise over
the exercise price may constitute income for purpose of the optionee's
alternative minimum tax computation, if the optionee does not dispose of shares
acquired pursuant to the exercise of such option within two years from the date
the option was granted or within one year after the shares were transferred to
him or her, no income would be recognized by the optionee by reason of his or
her exercise of the option. The difference between the option price and the
amount realized upon a subsequent disposition of shares would be treated as
long-term capital gain or loss. In such event, the Company would not be entitled
to any deduction in connection with the grant or exercise of the option or the
disposition of the shares so acquired. If, however, an optionee disposes of
shares acquired pursuant to his or her exercise of an incentive stock option
before the end of the two-year or one-year holding period noted above, the
optionee would be treated as having received, at the time of disposition,
compensation taxable as ordinary income. In such event, the Company ordinarily
will be entitled to a deduction for compensation paid at the same time in the
same amount as compensation is treated as being received by the optionee,
subject to certain limitations that apply if the optionee's aggregate
compensation is greater than $1 million. The amount treated as compensation is
the excess of the fair market value of the shares at the time of exercise (or,
in the case of a sale in which a loss, if sustained, would be recognized, the
amount realized on the sale, if less) over the option price; any amount realized
in excess of the fair market value of the shares at the time of exercise would
be treated as long-term or short-term capital gain, depending on how long the
shares were held.
As of May 23, 1996, the closing sale price of a share of Common Stock on
The Nasdaq Stock Market was $36.00.
PROPOSAL TO AMEND THE 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
On June 27, 1995, the Board of Directors approved, subject to approval by
the shareholders, an amendment to the Company's 1992 Non-Employee Director Stock
Option Plan (the "Director Plan") to provide that upon the initial election of a
non-employee director to the Board, such non-employee director be granted an
option to acquire 2,000 shares of Common Stock of the Company, and each person
who is a non-employee on the last business day of each fiscal year of the
Company be granted an option to acquire 2,000 shares of Common Stock. In lieu of
an option to acquire 2,000 shares of Common Stock, a non-employee director may
elect to receive an annual retainer of $10,000 in cash, payable in quarterly
installments of $2,500, and an option to acquire 1,000 shares of Common Stock.
Previously, the Director Plan provided for the grant of an option for 1,000
shares of Common Stock upon initial election and on March 15th of each year
during which the non-employee director continued to serve as a director of the
Company, and that, in lieu of each option, the director could elect to receive
the annual retainer of $10,000.
As amended, and after giving effect to past stock dividends, the Director
Plan provides for the grant of options to purchase up to 45,000 shares of Common
Stock, of which 29,500 shares are available for the grant of future options.
There are currently three non-employee directors of the Company who are eligible
to participate in the Director Plan. All options granted permit the non-employee
director to purchase the option shares at the closing price on the date of grant
and become exercisable one year after the date of grant.
Options granted under the Director Plan must be exercised within ten years
of the date of grant. Such options terminate on the earlier of the date of the
expiration of the option or one day less than one month after the date the
optionee ceases to serve as a director of the Company for any reason other than
death, disability or retirement of the director. If an optionee dies while
serving as a director of the Company or ceases to be a director as a result of a
disability or retirement, the option terminates on the earlier of the date of
expiration of the option or one year following the date on which he ceased to be
a director. The executors or administrators of the optionee or other person to
whom his or her option may be transferred by will or by the laws of descent and
distribution may exercise the option with respect to the number of shares that
were vested on the date of death.
No optionee will recognize income upon the grant of an option under the
Director Plan. Upon the exercise of any portion of a stock option, the optionee
will recognize taxable ordinary income equal to the excess of the fair market
value of the shares so acquired as of the date of exercise over the option price
paid for
5
<PAGE> 7
such shares. The Company receives a deduction for compensation expense in an
amount equal to the amount of such ordinary income, and there is a withholding
requirement on the date of exercise. Upon disposition of the shares acquired
upon the exercise of the option, the optionee will generally recognize a
long-term or short-term capital gain or loss (depending on how long the shares
were held) equal to the excess of the amount realized by him or her upon such
disposition over the fair market value of the shares on the date he or she
exercised the option.
The following table sets forth the options granted under the Director Plan
to each of the non-employee directors during fiscal 1995:
<TABLE>
<CAPTION>
NUMBER OF EXERCISE PRICE
NAME DATE OF GRANT(1) SHARES(2) PER SHARE ($)(2)
------------------------------------------ ---------------- --------- ----------------
<S> <C> <C> <C>
Rinaldo Brutoco........................... March 15, 1995 1,500 14.00
Rinaldo Brutoco........................... February 2, 1996 2,000 28.25
Michael L. Ray............................ February 2, 1996 1,000 28.25
Sheldon I. Stein.......................... July 21, 1995 3,000 20.92
Sheldon I. Stein.......................... February 2, 1996 2,000 28.25
</TABLE>
- ---------------
(1) Grants prior to July 1995 were made pursuant to the Director Plan before its
amendment. Grants subsequent to June 1995 were made pursuant to the Director
Plan as amended.
(2) The number of shares for which options were granted prior to November 1995
and the price per share at which such options are exercisable have been
adjusted for the 3-for-2 stock split paid in November 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the Record Date, except
as noted in (5) and (6) below, with respect to the beneficial ownership of
Common Stock by (i) each director, which includes each executive officer named
in the Summary Compensation Table below, (ii) each shareholder known by the
Company to be the beneficial owner of more than 5% of the Common Stock and (iii)
all executive officers and directors of the Company as a group. Unless otherwise
indicated, each person has sole voting power and investment power with respect
to the shares attributed to him or her.
<TABLE>
<CAPTION>
NUMBER % OF
OF OUTSTANDING
NAME SHARES SHARES
---------------------------------------------------------- -------- ----
<S> <C> <C>
George Zimmer(1).......................................... 3,215,242(2)(3) 15.4
Robert E. Zimmer(1)....................................... 1,837,337(3)(4) 8.8
Richard E. Goldman(1)..................................... 1,728,993 8.3
State Street Research & Management Company
One Financial Center, 30th Floor
Boston, Massachusetts 02111-2690........................ 1,527,450(5) 7.3
AIM Management Group Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173............................... 1,406,850(6) 6.7
James E. Zimmer(7)........................................ 1,069,646(8) 5.1
David Edwab............................................... 61,091(3)(9) *
Harry M. Levy............................................. 43,866(10) *
Rinaldo Brutoco........................................... 7,500(11) *
Michael L. Ray............................................ -- --
Sheldon I. Stein.......................................... 874(12) *
All executive officers and directors as a group (13
persons)................................................ 8,009,928(13) 38.2
</TABLE>
- ---------------
* Less than 1%
(1) The business address of the shareholder is 40650 Encyclopedia Circle,
Fremont, California 94538-2453.
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<PAGE> 8
(2) All such shares are held by George Zimmer in his capacity as trustee for
the George Zimmer 1988 Living Trust.
(3) Excludes 182,995 shares held by The Zimmer Family Foundation with respect
to which this officer and director has shared voting and dispositive power.
(4) Does not include the 21,111 shares of Common Stock held by Robert Zimmer's
wife.
(5) Based on a Schedule 13G dated February 13, 1996, State Street Research &
Management Company, an investment advisor, has sole voting and dispositive
power with respect to these shares owned by its clients and disclaims any
beneficial interest in such shares.
(6) Based on a Schedule 13G dated February 12, 1996, AIM Management Group Inc.,
an investment advisor, has shared voting and dispositive powers with
respect to these shares.
(7) The business address of the shareholder is 5803 Glenmont Drive, Houston,
Texas 77081.
(8) Includes 1,067,823 shares held by James Zimmer in his capacity as trustee
for the James Edward Zimmer 1989 Living Trust and 1,823 shares held by Mr.
Zimmer's minor daughter.
(9) All such shares are held by David Edwab in his capacity as trustee of the
David H. Edwab and Mary Margaret Edwab Family Trust.
(10) Includes 41,250 shares that may be acquired within 60 days upon the
exercise of options granted under the 1992 Stock Option Plan.
(11) Represents shares that may be acquired within 60 days upon the exercise of
stock options granted under the Director Plan.
(12) Represents shares held by Mr. Stein's minor sons.
(13) Includes 91,688 shares that may be acquired within 60 days upon the
exercise of options granted under the 1992 Stock Option Plan or the
Director Plan.
At the Record Date, The Men's Wearhouse, Inc. Employee Stock Plan (the
"ESP") held 508,216 shares of Common Stock or 2.4% of the outstanding shares.
The ESP provides that participants have voting rights on all matters requiring
the vote of shareholders with respect to shares of Common Stock allocated to
their accounts. The shares set forth in the foregoing table do not include
29,135 shares, 1,950 shares, 26,590 shares, 21,016 shares, 888 shares, 11,405
shares and 90,984 shares, respectively, allocated to the ESP accounts of Messrs.
George Zimmer, Robert Zimmer, Goldman, James Zimmer, Edwab and Levy and to all
executive officers and directors of the Company as a group.
7
<PAGE> 9
EXECUTIVE OFFICERS
The following table lists the name, age, current position and period of
service with the Company of each executive officer of the Company. Each
executive officer of the Company was elected by the Board of Directors of the
Company and will hold office until the next annual meeting of the Board of
Directors or until his or her successor shall have been elected and qualified.
<TABLE>
<CAPTION>
COMPANY
EXECUTIVE
OFFICER
NAME AGE POSITION WITH THE COMPANY SINCE
- ----------------------------------- --- --------------------------------------- ---------
<S> <C> <C> <C>
George Zimmer...................... 47 Chairman of the Board, President and 1974
Chief Executive Officer
David Edwab........................ 41 Chief Operating and Financial Officer 1991
and Treasurer
Richard E. Goldman................. 45 Executive Vice President 1975
Bruce Hampton...................... 41 Executive Vice President 1995
Robert E. Zimmer................... 72 Senior Vice President -- Real Estate 1974
James E. Zimmer.................... 44 Senior Vice President -- Merchandising 1975
Harry M. Levy...................... 47 Senior Vice President -- Planning and 1991
Systems and Chief Information Officer
Eric J. Lane....................... 36 Senior Vice President -- Merchandising 1993
Charles Bresler, Ph.D.............. 47 Senior Vice President -- Human 1993
Development
Theodore T. Biele Jr............... 45 Senior Vice President -- Store 1996
Operations
</TABLE>
- ---------------
See the table under "Election of Directors" for the past business
experience of Messrs. George Zimmer, Edwab, Goldman, Robert E. Zimmer, James E.
Zimmer and Levy.
Bruce Hampton joined the Company in 1980. From 1991 to 1992, he served as
Vice President -- Store Operations and in 1992, he was named Senior Vice
President -- Store Operations. In 1995, he was named Executive Vice President.
Eric J. Lane joined the Company in 1988. From 1991 to 1993, he served as
Vice President -- Store Operations and in 1993, he was named Senior Vice
President -- Merchandising.
Charles Bresler, Ph.D. joined the Company in 1993. In 1993, he was named
Senior Vice President -- Human Development. For at least two years prior to
joining the Company he served as Professor of Psychology at the California
School of Professional Psychology in Fresno and a Director of the Anxiety and
Stress Disorders Clinic at the California Professional Psychology and Ross
Psychiatric Hospital.
Theodore T. Biele Jr. joined the Company in 1983. Since 1990, he served in
various management capacities within store operations. From 1994 to 1996, he
served as Vice President -- Store Operations and in 1996 he was named Senior
Vice President -- Store Operations.
8
<PAGE> 10
EXECUTIVE COMPENSATION
CASH COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding cash
compensation paid for services rendered during the last three fiscal years to
each of the Company's five most highly compensated executive officers, including
the Chief Executive Officer:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION OTHER ALL
--------------------- ANNUAL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) COMPENSATION($)(4)
- -------------------------------------- ---- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
George Zimmer, Chairman of the Board, 1995 420,000 37,500(1) -- 34,946(5)
President and Chief Executive
Officer 1994 420,000 50,000(2) -- 35,543(5)
1993 400,000 -- -- 1,342
David Edwab, Chief Operating 1995 288,000 307,574(3) -- 8,109(6)
and Financial Officer and Treasurer 1994 279,000 198,298(3) -- 3,188(6)
1993 250,000 216,060(3) -- 2,234(6)
Richard E. Goldman, 1995 336,000 22,500(1) -- 1,031
Executive Vice President 1994 336,000 30,000(2) -- 1,890
1993 324,000 -- -- 1,342
Robert E. Zimmer, 1995 212,000 3,750(1) -- --
Senior Vice President--Real Estate 1994 199,000 5,000(2) -- --
1993 176,000 -- -- --
James E. Zimmer, Senior 1995 336,000 22,500(1) -- 1,031
Vice President--Merchandising 1994 324,000 30,000(2) -- 1,890
1993 288,000 -- -- 1,342
</TABLE>
- ---------------
(1) Represents bonus paid in April 1996 relating to services performed in 1995.
(2) Represents bonus paid in April 1995 relating to services performed in 1994.
(3) Represents (i) the cash amount of $288,824, $173,298 and $176,060 paid to
Mr. Edwab during 1995, 1994 and 1993, respectively, pursuant to his
Employment Agreement with the Company upon the exercise of his option to
acquire 73,768 shares, 44,262 shares and 50,215 shares, respectively, of
Common Stock, which amounts were used to fund the purchase price thereof
(see "-- Employment Agreement and Stock Option") and (ii) a bonus of
$18,750, $25,000 and $40,000 paid during April 1996, April 1995 and June
1994, respectively, relating to services performed in the preceding fiscal
year.
(4) Represents the amount of the Company's contribution to the ESP allocated in
the indicated year to the account of the named executive officer.
(5) Also includes $33,915 in 1995 and $33,653 in 1994 for the allocated dollar
value of the benefits to Mr. George Zimmer of life insurance premiums paid
on his behalf, subject to certain split-dollar provisions in favor of the
Company.
(6) Also includes $7,078, $2,872 and $892 in 1995, 1994 and 1993, respectively,
for the allocated dollar value of the benefit to Mr. Edwab of life
insurance premiums paid on his behalf, subject to certain split-dollar
provisions in favor of the Company.
EMPLOYMENT AGREEMENT AND STOCK OPTION
To induce David Edwab to leave his employment and join the Company, the
Company entered into an Employment Agreement with Mr. Edwab effective January
31, 1991 (as amended, the "Employment Agreement") for an initial term beginning
February 25, 1991 and extending through February 24, 1999. Under the Employment
Agreement the Company agreed, among other things, to: (i) pay Mr. Edwab an
annual base salary of $226,000, plus $12,000 per year for reimbursement of
automobile and club membership expenses; (ii) pay Mr. Edwab a cash amount (net
of state and federal taxes) sufficient to fund the payment of the purchase price
for any Option Shares (hereinafter defined) acquired upon any exercise of the
Option (hereinafter defined); (iii) pay the premiums on $3,000,000 in life
insurance policies to be owned by
9
<PAGE> 11
Mr. Edwab and payable to beneficiaries designated by him (subject to certain
split-dollar provisions in favor of the Company); and (iv) provide disability
and medical insurance coverage and certain other benefits provided to other
employees (other than participation in stock option plans).
Pursuant to the Employment Agreement, the Company granted Mr. Edwab an
option (the "Option") to purchase 531,135 shares of Common Stock (the "Option
Shares") at $2.35 per share until the later of the termination of Mr. Edwab's
employment and January 31, 2011. The Option was immediately exercisable with
respect to 33.3% of the Option Shares, has become exercisable since that time
with respect to an additional 52.8% of the Option Shares and will become
exercisable with respect to the remaining 13.9% of the Option Shares on January
31, 1997. The remaining Option Shares may also become fully exercisable upon the
occurrence of certain significant events. The Option Shares and the exercise
price are subject to adjustments for future recapitalizations, mergers and
similar transactions involving the Company.
The Company may terminate Mr. Edwab's employment under the Employment
Agreement for "cause" (as defined in the Employment Agreement), in which event
the Company will pay all compensation and benefits due Mr. Edwab under the
Employment Agreement to the date of termination, which will satisfy all of the
Company's obligations under the Employment Agreement, and the Option will
terminate.
If Mr. Edwab's employment with the Company is terminated under other
circumstances, the Company may be obligated under the Employment Agreement to
pay Mr. Edwab for Option Shares with respect to which the Option is exercisable.
The total amount of such payment would equal the sum of the fair market value of
the Company attributable to such Option Shares, as determined pursuant to the
Employment Agreement, and the value of any other assets Mr. Edwab would be
entitled to receive upon exercise of the Option. Such an amount would be payable
to Mr. Edwab (or his beneficiaries): (i) together with interest, (A) over a
seven-year period, if the termination is the result of his death or disability,
and (B) over a five-year period, if the termination is other than for "cause",
if Mr. Edwab resigns from the Company after reaching age 57 or if the Company
terminates the Employment Agreement after the initial term; and (ii) without
interest, over a ten-year period, if Mr. Edwab resigns from the Company before
reaching age 57 or if he terminates the Employment Agreement after the initial
term. In addition, at any time after reaching age 52, Mr. Edwab may elect to
receive over a five-year period up to one-half of the amount described in the
second preceding sentence. The Option will terminate to the extent of any
payment for Option Shares described in this paragraph.
Effective September 30, 1991, the Company entered into an Option Issuance
Agreement with Mr. Edwab pursuant to which he was granted the right to purchase
additional shares of the Common Stock on the same basis and subject to the same
terms as the Option Shares under the Employment Agreement in the event the
Company issues any shares of Common Stock or any warrants, options, convertible
securities or other rights to acquire Common Stock (collectively, "Rights")
during the term of the Option Issuance Agreement. At the same time, the
Employment Agreement was amended to eliminate certain anti-dilution provisions
that provided him with protection in the event of future issuances by the
Company. Should the Company issue any such shares or Rights, excluding the
Option Shares issuable under the Employment Agreement, Mr. Edwab would
automatically have the right to purchase a number of shares of Common Stock
equal to .030928 times the number of shares so issued or issuable upon exercise
of the Rights at a purchase price equal to the price per share paid to the
Company for the Common Stock so issued or, in the case of Rights, for the Rights
plus the exercise price per share of Common Stock issuable thereunder. Mr. Edwab
waived his right to receive additional options under the Option Issuance
Agreement in connection with (i) options granted under the Company's option
plans, (ii) the issuance of 1,687,500 shares of Common Stock pursuant to a
public offering consummated in April 1992, (iii) the issuance of 948,750 shares
of Common Stock pursuant to a public offering consummated in April 1993 and (iv)
the issuance of Common Stock upon conversion of the Company's 5 1/4% Convertible
Subordinated Notes due 2003. In April 1994, the Option Issuance Agreement was
amended to provide that no options would be granted to Mr. Edwab thereunder in
connection with underwritten public offerings of equity securities by the
Company. As amended, both the Employment Agreement and the Option Issuance
Agreement provide that Mr. Edwab may satisfy his obligation to pay withholding
tax relating to his exercise of any options thereunder by having the Company
10
<PAGE> 12
withhold a number of shares of Common Stock that would have been issued upon
such exercise equal in value to the amount of such tax owed.
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
The George Zimmer 1988 Living Trust is presently the owner of 3,215,242
shares of the Company's Common Stock. The Company has been advised that on the
demise of George Zimmer, his estate may be required to publicly sell all or
substantially all of such shares to satisfy estate tax obligations. The public
sale of such number of shares in all probability would destabilize the market
for the Company's publicly traded stock. Accordingly, in November 1994, an
agreement was entered into (commonly known as split-dollar life insurance
agreement) under the terms of which the Company makes advances of a portion of
the premiums for certain life insurance policies on the life of George Zimmer
with an aggregate face value of $16,500,000 purchased by a trust established by
Mr. Zimmer. To secure the repayment of the advances, the trust has assigned the
policies to the Company as collateral. In May 1996, the split-dollar life
insurance agreement was amended to incorporate certain additional life insurance
policies on the life of George Zimmer with an additional aggregate face value of
$9,000,000. Further, a second split-dollar life insurance agreement with
essentially the same terms as the existing agreement was entered into relating
to a life insurance policy on the life of George Zimmer with a face value of
$1,000,000 purchased by a second trust established by Mr. Zimmer. The trusts
have assigned the additional policies to the Company as collateral.
OPTION EXERCISES
The following table sets forth the aggregate option exercises during the
last fiscal year and the value of outstanding options at year-end held by
certain executive officers. Such options were granted under plans or
arrangements other than the 1992 Stock Option Plan.
AGGREGATE OPTION EXERCISES IN FISCAL 1995 AND OPTION VALUES AT FEBRUARY 3, 1996
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT OPTIONS AT
ON YEAR END(#) YEAR END($)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- ------ -------- -------------- -------------------
<S> <C> <C> <C> <C>
George Zimmer......................... -- -- -- --
David Edwab(1)........................ 73,768 909,000 73,768/73,769 1,910,000/1,911,000
Richard E. Goldman.................... -- -- -- --
Robert E. Zimmer...................... -- -- -- --
James E. Zimmer....................... -- -- -- --
</TABLE>
- ---------------
(1) On January 31, 1995, Mr. Edwab exercised the Option under the Employment
Agreement with respect to the 73,768 shares that vested in January 1995. Of
those shares, 31,875 shares were withheld by the Company to satisfy Mr.
Edwab's obligation to the Company for amounts remitted to federal and state
taxing authorities on his behalf for taxes incurred upon such exercise. Mr.
Edwab paid $173,294 for such shares, and, pursuant to the terms of the
Employment Agreement, the Company paid Mr. Edwab $288,824, which is the
purchase price plus estimated income taxes at an assumed 40% rate. On
February 5, 1996, Mr. Edwab exercised the Option with respect to the 73,768
shares that vested in January 1996. Of those shares, 34,883 shares were
withheld by the Company to satisfy Mr. Edwab's obligation to the Company for
amounts remitted to federal and state taxing authorities on his behalf for
taxes incurred upon such exercise.
11
<PAGE> 13
COMPENSATION OF DIRECTORS
Directors do not receive fees for attending meetings of the Board of
Directors. Each person who is a non-employee director of the Company receives
options under the Director Plan as described above under "Proposal to Amend the
1992 Non-Employee Director Stock Option Plan."
On April 3, 1995, the Company granted Mr. Brutoco an option to purchase
1,500 shares of Common Stock at $15.00 per share, the closing price on that
date, and an option to purchase 1,500 shares of Common Stock at $22.17 per share
granted to Mr. Brutoco on March 15, 1994 pursuant to the Director Plan was
cancelled. The number of shares and price per share of the foregoing options
have been adjusted for the 3-for-2 stock split paid in November 1995.
PERFORMANCE GRAPH
The following graph compares, as of each of the dates indicated, the
percentage change in the Company's cumulative total shareholder return on the
Common Stock with the cumulative total return of the NASDAQ Composite Index and
the Retail Specialty Apparel Index. The graph assumes that the value of the
investment in the Common Stock and each index was $100 at April 15, 1992 (the
date the Common Stock was first publicly traded) and that all dividends paid by
those companies included in the indices were reinvested.
<TABLE>
<CAPTION>
THE MEN'S RETAIL SPECIALTY NASDAQ
WEARHOUSE APPAREL INDEX COMPOSITE INDEX
--------- ---------------- ---------------
<S> <C> <C> <C>
04/15/92 1.000 1.000 1.000
08/01/92 0.779 0.903 0.970
10/31/92 1.096 0.983 1.013
01/30/93 1.423 1.083 1.167
05/01/93 1.462 0.927 1.106
07/31/93 2.154 0.904 1.179
10/30/93 3.490 1.034 1.298
01/29/94 3.043 1.012 1.327
04/30/94 3.260 1.065 1.232
07/30/94 2.019 1.012 1.215
10/29/94 2.913 0.961 1.311
01/28/95 2.567 0.903 1.287
04/29/95 2.913 0.989 1.432
07/29/95 3.837 1.043 1.707
10/28/95 4.356 0.967 1.797
02/03/96 4.889 1.065 1.863
</TABLE>
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or to the liabilities of Section 18 under the Exchange
Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of Directors of the
Company was, during fiscal 1995, an officer or employee of the Company or any of
its subsidiaries, or was formerly an officer of the Company or any of its
subsidiaries, or had any relationships requiring disclosure by the Company under
Item 404 of Regulation S-K.
12
<PAGE> 14
During fiscal 1995, no executive officer of the Company served as (i) a
member of the compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive officers served
on the Compensation Committee of the Board of Directors, (ii) a director of
another entity, one of whose executive officers served on the Compensation
Committee, or (iii) a member of the compensation committee (or other board
committee performing equivalent functions) of another entity, one of whose
executive officers served as a director of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors of
The Men's Wearhouse, Inc. (the "Company") is pleased to present its 1995 report
on executive compensation. This Committee report documents components of the
Company's executive officer compensation programs and describes the basis on
which 1995 compensation determinations were made by the Committee with respect
to the executive officers of the Company, including the executive officers that
are named in the compensation tables. The Committee is comprised entirely of
non-employee directors.
Compensation Philosophy and Overall Objectives of Executive Compensation
Programs
It is the philosophy of the Company to ensure that executive compensation
be directly linked to continuous improvements in corporate financial performance
and increases in shareholder value. The following objectives, which were adopted
by the Committee, serve as the guiding principles for all compensation
decisions:
o Provide a competitive total compensation package that enables the Company
to retain key executives.
o Integrate pay programs with the Company's annual and long-term business
objectives and strategy, and focus executive behavior on the fulfillment
of those objectives.
o Provide variable compensation opportunities that are directly linked with
the performance of the Company and that align executive remuneration with
the interests of shareholders.
The Committee believes that the Company's current executive compensation
program has been designed and is administered in a manner consistent with these
objectives.
Executive Compensation Program Components
The Company uses cash- and equity-based compensation to achieve its
pay-for-performance philosophy and to reward short- and long-term performance.
Base Salary. The Company's compensation philosophy is to control
compensation costs and to place greater emphasis on incentive compensation based
on results. Accordingly, the Committee believes that the Company's base salaries
are well within the industry norms for companies of similar size. Salaries for
executives are reviewed periodically and revised, if appropriate, based on a
variety of factors, including individual performance, level of responsibility,
prior experience, breath of knowledge, external pay practices and overall
financial results.
Incentive Compensation. The Company's philosophy is to use a combination of
annual and long-term compensation methods for the majority of the Company's
management. The Committee understands that the majority of executive officers
named in the compensation table hold significant ownership interests in the
Company. Accordingly, it is the belief of the Committee that incentives through
stock option participation at this time for the majority of these individuals
would not significantly affect the long-term or short-term perspective of these
individuals.
The Committee has adopted a bonus program for 1996 in which executive
officers will participate. A maximum bonus has been set for each of the named
executive officers based upon the total compensation package of the officer
relative to his duties, which bonuses range from $10,000 to $100,000.
The criteria for determining the amount of bonus participation is based on:
(i) the Company attaining sales goals, (ii) the Company attaining net income
goals, (iii) the Company attaining shrinkage goals, and
13
<PAGE> 15
(iv) the officer attaining personal goals. Each of the first three criteria are
quantitative, while the fourth criterion is subjective. The Company's bonus
program for the majority of the work force is based on attaining similar sales
and shrinkage goals.
Discussion of 1995 Compensation for the Chief Executive Officer
Mr. George Zimmer, Chairman of the Board, President and Chief Executive
Officer of the Company is a significant shareholder in the Company, as well as
one of the Company's founders.
In determining Mr. Zimmer's compensation for 1995, the Committee considered
the Company's financial performance and corporate accomplishments, individual
performance and salary data for chief executive officers of other publicly held
apparel companies having a size and focus that the Committee believed comparable
to the Company's. The Committee also reviewed more subjective factors, such as
development and implementation of the corporate strategies to enhance
shareholder value and the Company's overall corporate philosophy. The Committee
feels that Mr. Zimmer's compensation program for 1995 and 1996 is conservative.
Base Salary. Mr. Zimmer's base salary during fiscal 1995 was $35,000 per
month. Mr. Zimmer has advised the Committee that he is satisfied with his
current base salary and therefore no change has been approved for fiscal 1996.
Annual Incentive. Mr. Zimmer was paid a $37,500 bonus under the 1995 bonus
program. Mr. Zimmer will be eligible for a bonus of up to $100,000 in 1996 based
on the criteria discussed under "Incentive Compensation".
Summary. The Company's 1995 financial results were excellent and exceeded
expectations. It is the opinion of the Compensation Committee that the total
compensation program for 1995 for the executive officers relative to the
Company's performance was reasonable and that the compensation to Mr. George
Zimmer remains modest in light of management's achievements and the total
compensation packages provided to chief executive officers by other publicly
held clothing retailers.
COMPENSATION COMMITTEE
Sheldon I. Stein
Rinaldo Brutoco
Michael L. Ray
May 23, 1996
14
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases a warehouse facility in Houston, Texas from Zig Zag, a
Texas joint venture, in which George Zimmer, James E. Zimmer and Richard E.
Goldman are the sole and equal joint venturers. During 1995, the Company paid
rentals of $75,500 to Zig Zag. The lease expires on August 31, 2005.
The Company also leases the land underlying a store in Dallas, Texas (which
building is owned by the Company) from 8239 Preston Road, Inc., a Texas
corporation of which George Zimmer, James E. Zimmer and Richard E. Goldman each
own 20% of the outstanding common stock, and Laurie Zimmer, sister of George and
James Zimmer and daughter of Robert E. Zimmer, owns 40% of the outstanding
common stock. The Company paid aggregate rentals on such property to such
corporation of $50,500 in 1995. The lease expires April 30, 2004.
During 1995, the Company paid George Zimmer $52,000, pursuant to the terms
of a lease related to the use of a recreational facility owned by Mr. Zimmer.
This facility is used by the Company in connection with various training and
meeting functions, employee retreats and vendor relations. This lease expires
December 31, 1996 and can be terminated by either party on thirty days notice.
Management believes that the terms of the foregoing leasing arrangements
are comparable to what would have been available to the Company from
unaffiliated third parties at the time such leases were entered into.
8239 Preston Road, Inc. and Zig Zag each have loans with NationsBank of
Texas, N.A. ("Nations-Bank") and have agreed that a default by the Company under
the Company's Credit Agreement with NationsBank will constitute a default under
the loan agreements of such partnership or corporation with NationsBank and, if
for any reason the Company's loan with NationsBank becomes due and payable or is
paid, the loans to such partnership or corporation from NationsBank will become
automatically due and payable. The loans from NationsBank to Zig Zag and 8239
Preston Road, Inc. mature in June 2000. The maximum principal amount outstanding
under the loans to Zig Zag and 8239 Preston Road, Inc. during 1995 was $617,000
and $411,000, respectively. With the exception of Laurie Zimmer, each of the
partners and shareholders of such partnership or corporations has personally
guaranteed the obligations of the respective entity under the loan agreements.
Bear Stearns acted as co-managing underwriter of the Company's public
offering of 2,300,000 shares of Common Stock in August 1995 and of $57,500,000
principal amount of 5-1/4% Convertible Subordinated Notes Due 2003 in March
1996. Mr. Sheldon I. Stein, director of the Company, is a Senior Managing
Director and head of the Southwestern Corporate Finance Department for Bear
Stearns.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
To the Company's knowledge, based solely on a review of the copies of the
reports required pursuant to Section 16(a) of the Exchange Act that have been
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended February 3, 1996, all Section 16(a)
filing requirements applicable to its directors, executive officers and greater
than 10% beneficial owners have been met.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche LLP as
independent auditors for the fiscal year ending February 1, 1997, subject to
ratification by the shareholders at the Annual Meeting. Representatives of
Deloitte & Touche LLP are expected to attend the Annual Meeting, will be
afforded an opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions by shareholders.
15
<PAGE> 17
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of shareholders intended to be presented at the annual
meeting of shareholders of the Company to be held in 1997 must be received by
the Company at its corporate offices, 5803 Glenmont Drive, Houston, Texas 77081,
no later than February 1, 1997, in order to be considered for inclusion in the
proxy statement and form of proxy relating to that meeting.
OTHER MATTERS
The management of the Company knows of no other matters which may come
before the meeting. However, if any matters other than those referred to above
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote such proxy in accordance with their best
judgment.
The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
directors, officers or employees of the Company may solicit the return of
proxies by telephone, telegram or personal interview.
16
<PAGE> 18
- --------------------------------------------------------------------------------
PROXY THE MEN'S WEARHOUSE, INC. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 1996
The undersigned shareholder of The Men's Wearhouse, Inc. (the
"Company") hereby appoints George Zimmer or David Edwab, or either
of them, attorneys and proxies of the undersigned, with full power
of substitution, to vote, as designated below, the number of votes
which the undersigned would be entitled to cast if personally
present at the Annual Meeting of Shareholders of the Company to be
held at 10:00 a.m. on Tuesday, June 25, 1996, The DoubleTree
Hotel, 2001 Post Oak Blvd., Houston, Texas, and at any adjournment
or adjournments thereof.
<TABLE>
<S> <C> <C>
1. Election of Directors:
/ / FOR all nominees listed, except as indicated / / WITHHOLD AUTHORITY to vote for election
to the contrary below of all nominees
Nominees: George Zimmer, David Edwab, Richard E. Goldman, Robert E. Zimmer, James E. Zimmer,
Harry M. Levy, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN
THE SPACE PROVIDED AT RIGHT.)
-----------------------------------------------------------------------------------------------------
2. Proposal to adopt the Company's 1996 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 19
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
5. In their discretion, the above-named proxies are authorized to vote upon such other matters as may
properly come before the meeting or any adjournment thereof and upon matters incident to the conduct
of the meeting.
</TABLE>
This Proxy will be voted as directed. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES
LISTED HEREIN AND FOR PROPOSALS 2, 3 AND 4. As noted in the
accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable
for any reason and authority to vote for election of directors is
not withheld, this Proxy will be voted for another nominee or
other nominees to be selected by the Board of Directors.
Dated , 1996
-----------------------------
-----------------------------
Signature of Shareholder
Your signature should
correspond with your name as
it appears hereon. Joint
owners should each sign. When
signing as attorney,
executor, administrator,
trustee or guardian, please
set forth your full title as
it appears hereon.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY
- --------------------------------------------------------------------------------
<PAGE> 20
- --------------------------------------------------------------------------------
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 1996
The Board of Directors of The Men's Wearhouse, Inc. (the
"Company") recommends a vote "FOR" each of the following
proposals. Please provide voting instructions by marking your
choices below.
<TABLE>
<S> <C>
1. Election of Directors:
/ / FOR all nominees listed, except as indicated / / WITHHOLD AUTHORITY to vote for election
to the contrary below of all nominees
Nominees: George Zimmer, David Edwab, Richard E. Goldman, Robert E. Zimmer, James E. Zimmer,
Harry M. Levy, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN
THE SPACE PROVIDED AT RIGHT.)
- --------------------------------------------------------------------------------------------------------
2. Proposal to adopt the Company's 1996 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 21
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
The shares allocated to your account in the Company's 401(k)
Savings Plan will be voted as directed. IF NOT OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES
LISTED HEREIN AND FOR PROPOSALS 2, 3 AND 4. As noted in the
accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable
for any reason and authority to vote for election of directors is
not withheld, the shares will be voted for another nominee or
other nominees to be selected by the Board of Directors.
Dated , 1996
-----------------------------
-----------------------------
Signature of Shareholder
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY
- --------------------------------------------------------------------------------
<PAGE> 22
- --------------------------------------------------------------------------------
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 1996
The Board of Directors of The Men's Wearhouse, Inc. (the
"Company") recommends a vote "FOR" each of the following
proposals. Please provide voting instructions by marking your
choices below.
<TABLE>
<S> <C>
1. Election of Directors:
/ / FOR all nominees listed, except as indicated / / WITHHOLD AUTHORITY to vote for election
to the contrary below of all nominees
Nominees: George Zimmer, David Edwab, Richard E. Goldman, Robert E. Zimmer, James E. Zimmer,
Harry M. Levy, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN
THE SPACE PROVIDED AT RIGHT.)
2. Proposal to adopt the Company's 1996 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 23
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
The shares allocated to your account in the Company's Employee
Stock Purchase Plan will be voted as directed. IF NOT OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES
LISTED HEREIN AND FOR PROPOSALS 2, 3 AND 4. As noted in the
accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable
for any reason and authority to vote for election of directors is
not withheld, the shares will be voted for another nominee or
other nominees to be selected by the Board of Directors.
Dated , 1996
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Signature of Shareholder
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY
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<PAGE> 24
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THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 1996
The Board of Directors of The Men's Wearhouse, Inc. (the
"Company") recommends a vote "FOR" each of the following
proposals. Please provide voting instructions by marking your
choices below.
<TABLE>
<S> <C> <C>
1. Election of Directors:
/ / FOR all nominees listed, except as indicated / / WITHHOLD AUTHORITY to vote for election
to the contrary below of all nominees
Nominees: George Zimmer, David Edwab, Richard E. Goldman, Robert E. Zimmer, James E. Zimmer,
Harry M. Levy, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN
THE SPACE PROVIDED AT RIGHT.)
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2. Proposal to adopt the Company's 1996 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
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<PAGE> 25
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<TABLE>
<S> <C> <C>
3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
The shares allocated to your account in the Company's Employee
Stock Plan will be voted as directed. IF NOT OTHERWISE SPECIFIED,
THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN
AND FOR PROPOSALS 2, 3 AND 4. As noted in the accompanying proxy
statement, receipt of which is hereby acknowledged, if any of the
listed nominees becomes unavailable for any reason and authority
to vote for election of directors is not withheld, the shares will
be voted for another nominee or other nominees to be selected by
the Board of Directors.
Dated , 1996
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Signature of Shareholder
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY
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