<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
THE MEN'S WEARHOUSE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THE MEN'S WEARHOUSE, INC.
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081-1701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1997
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 2:00
p.m., central daylight time, on Wednesday, June 18, 1997, at The Four Seasons
Hotel, 1300 Lamar, 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 ratify the appointment by the Board of Directors of the firm of
Deloitte & Touche LLP as independent auditors for the Company for 1997; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The holders of the Company's common stock, $.01 par value, of record at the
close of business on May 6, 1997, 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 21, 1997
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> 3
THE MEN'S WEARHOUSE, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1997
This proxy statement is furnished to the shareholders of The Men's
Wearhouse, Inc. (the "Company"), whose principal executive offices are located
at 5803 Glenmont Drive, Houston, Texas 77081-1701, and at 40650 Encyclopedia
Circle, Fremont, California 94538-2453, 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 2:00 p.m., on Wednesday, June 18, 1997, at
The Four Seasons Hotel, 1300 Lamar, 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 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 21, 1997, to
shareholders of record on May 6, 1997 (the "Record Date"). At the close of
business on the Record Date, there were outstanding and entitled to vote
21,010,671 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 proposal to ratify the appointment of the Company's independent
auditors.
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> 4
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.......................... 48 Chairman of the Board, Chief Executive Officer and 1974
Director
David Edwab............................ 42 President, Treasurer and Director 1991
Richard E. Goldman..................... 46 Executive Vice President and Director 1975
Robert E. Zimmer....................... 73 Senior Vice President -- Real Estate and Director 1974
James E. Zimmer........................ 45 Senior Vice President -- Merchandising and Director 1975
Harry M. Levy.......................... 48 Senior Vice President -- Planning and Systems, Chief 1991
Information Officer and Director
Rinaldo Brutoco........................ 50 Director 1992
Michael L. Ray......................... 58 Director 1992
Sheldon I. Stein....................... 43 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 of the Company since its incorporation in 1974. George Zimmer served as
President from 1974 until February 1997 and has served as Chief Executive
Officer of the Company since December 1991.
David Edwab joined the Company in February 1991 and was elected Senior Vice
President, Treasurer and Chief Financial Officer of the Company. On February 26,
1993, he was elected Chief Operating Officer of the Company. On February 10,
1997, Mr. Edwab was elected President of the Company. He was elected a director
of the Company in November 1991.
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 marketing 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 Chief Operating Officer in
coordinating the Company's merchandising function.
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.
2
<PAGE> 5
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. He is a director of CellStar
Corporation, Cinemark USA, Inc., First Plus Financial Group, Inc., Fresh America
Corp., Jerell 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 1, 1997, the Board of Directors held
eight meetings.
The Board of Directors has an audit committee that is comprised of Messrs.
Stein (Chairman), 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 1, 1997, the audit committee held one
meeting.
The Company has a compensation committee composed solely of its
non-employee directors, Messrs. Stein (Chairman) 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 1,
1997, the compensation committee held one meeting.
During the fiscal year ended February 1, 1997, 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.
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> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the Record Date, except
as noted in notes (5)-(7) 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>
% OF
NUMBER OUTSTANDING
NAME OF SHARES SHARES
---- --------- -----------
<S> <C> <C>
George Zimmer(1)........................................ 3,236,377(2)(3)(15) 15.4
Robert E. Zimmer(1)..................................... 1,826,287(3)(4)(15) 8.7
Richard E. Goldman(1)................................... 1,745,831(15) 8.3
AIM Management Group Inc................................ 2,020,750(5) 9.7
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
State Street Research & Management Company.............. 1,404,550(6) 6.7
One Financial Center, 30th Floor
Boston, Massachusetts 02111-2690
Putnam Investments...................................... 1,092,756(7) 5.3
One Post Office Square
Boston, Massachusetts 02109
James E. Zimmer(8)...................................... 1,090,662(9)(15) 5.2
David Edwab(1).......................................... 81,121(3)(10)(15) *
Harry M. Levy (8)....................................... 63,515(11)(15) *
Rinaldo Brutoco......................................... 9,500(12) *
Michael L. Ray.......................................... 1,000(12) *
Sheldon I. Stein........................................ 8,374(13) *
All executive officers and directors as a group (14
persons).............................................. 8,144,877(14)(15) 38.8
</TABLE>
- ---------------
* Less than 1%
(1) The business address of the shareholder is 40650 Encyclopedia Circle,
Fremont, California 94538-2453.
(2) All such shares are held by George Zimmer in his capacity as trustee for
the George Zimmer 1988 Living Trust.
(3) Excludes 131,180 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 12, 1997, AIM Management Group Inc.,
an investment advisor, has shared voting and dispositive powers with
respect to these shares.
(6) Based on a Schedule 13G dated February 12, 1997, 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.
(7) Based on a Schedule 13G dated January 27, 1997, Putnam Investments, Inc.,
an investment advisor, has shared voting power of 320,674 shares and shared
dispositive powers of 1,092,756 shares.
(8) The business address of the shareholder is 5803 Glenmont Drive, Houston,
Texas 77081.
(9) 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.
(10) All such shares are held by David Edwab in his capacity as trustee of the
David H. Edwab and Mary Margaret Edwab Family Trust.
(11) Includes 34,375 shares that may be acquired within 60 days upon the
exercise of stock options.
4
<PAGE> 7
(12) Represents shares that may be acquired within 60 days upon the exercise of
stock options.
(13) Includes 5,000 shares that may be acquired within 60 days upon the exercise
of stock options and includes 2,374 shares held by Mr. Stein's minor sons.
(14) Includes 109,604 shares that may be acquired within 60 days upon the
exercise of stock options.
(15) Includes 29,135 shares, 1,950 shares, 26,590 shares, 21,016 shares, 888
shares, 11,405 shares and 104,243 shares, respectively, allocated to the
Employee Stock Plan (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, under The Men's Wearhouse ESP. The
ESP provides that participants have voting power with respect to these
shares but do not have investment power over these shares.
5
<PAGE> 8
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>
EXECUTIVE
OFFICER
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- ---------
<S> <C> <C> <C>
George Zimmer............................. 48 Chairman of the Board and Chief 1974
Executive Officer
David Edwab............................... 42 President 1991
Eric J. Lane.............................. 37 Chief Operating Officer 1993
Richard E. Goldman........................ 46 Executive Vice President 1975
Bruce Hampton............................. 42 Executive Vice President 1995
Robert E. Zimmer.......................... 73 Senior Vice President -- Real Estate 1974
James E. Zimmer........................... 45 Senior Vice President -- Merchandising 1975
Harry M. Levy............................. 48 Senior Vice President -- Planning and 1991
Systems and Chief Information Officer
Charles Bresler, Ph.D..................... 48 Senior Vice President -- Human 1993
Development
Theodore T. Biele Jr...................... 46 Senior Vice President -- Store 1996
Operations
Gary G. Ckodre............................ 47 Vice President -- Finance and Principal 1997
Financial and Accounting Officer
</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.
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. On February 10, 1997, Mr. Lane became Chief
Operating Officer of the Company.
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.
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.
Gary G. Ckodre joined the Company in 1992. Since 1992, he served as the
Chief Accounting Officer and on February 28, 1997, he was named Vice
President-Finance and Principal Financial and Accounting Officer.
6
<PAGE> 9
EXECUTIVE 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>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(5) OPTIONS ($)(6)
--------------------------- ---- --------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
George Zimmer, Chairman 1996 420,000 50,000(1) -- -- 69,403(7)
of the Board and Chief 1995 420,000 37,500(2) -- -- 34,946(7)
Executive Officer 1994 420,000 50,000(3) -- -- 35,543(7)
David Edwab, President 1996 298,000 313,825(4) -- 50,000 8,908(8)
1995 288,000 307,574(4) -- -- 8,109(8)
1994 279,000 198,298(4) -- -- 4,762(8)
Richard E. Goldman, 1996 281,000 24,000(1) -- -- 1,338
Executive Vice President 1995 336,000 22,500(2) -- -- 1,031
1994 336,000 30,000(3) -- -- 1,890
Harry Levy, 1996 178,000 20,000(1) -- 17,500 1,338
Senior Vice President 1995 166,000 15,000(2) -- -- 1,031
and Chief Information Officer 1994 154,000 20,000(3) -- -- 1,890
James E. Zimmer, 1996 336,000 30,000(1) -- -- 1,338
Senior Vice President -- 1995 336,000 22,500(2) -- -- 1,031
Merchandising 1994 324,000 30,000(3) -- -- 1,890
</TABLE>
- ---------------
(1) Represents bonus paid in April 1997 relating to services performed in 1996.
(2) Represents bonus paid in April 1996 relating to services performed in 1995.
(3) Represents bonus paid in April 1995 relating to services performed in 1994.
(4) Represents (i) the cash amount of $288,825, $288,824, and $173,298 paid to
Mr. Edwab during 1996, 1995 and 1994, respectively, pursuant to his
Employment Agreement with the Company upon the exercise of his option to
acquire 73,768 shares, 73,768 shares and 44,262 shares, respectively, of
Common Stock, which amounts were used to fund the purchase price thereof
(see "-- Employment Agreement and Stock Options") and (ii) a bonus of
$25,000, $18,750, and $25,000 paid in April 1997, 1996, and 1995,
respectively, relating to services performed in the preceding fiscal year.
(5) Excludes perquisites and other benefits because the aggregate amount of such
compensation was the lesser of $50,000 or 10% of the total annual salary and
bonus reported for the named executive officer.
(6) Represents the amount of the Company's contribution to the ESP allocated in
the indicated year to the account of the named executive officer.
(7) Also includes $68,065 in 1996, $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.
(8) Also includes $7,570, $7,078, and $2,872 and 1996, 1995, and 1994,
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.
7
<PAGE> 10
EMPLOYMENT AGREEMENT AND STOCK OPTIONS
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 a trust established by Mr. Edwab ("David H.
Edwab 1995 Irrevocable Trust") and payable to beneficiaries designated by him
(subject to certain split-dollar provisions in favor of the Company). To secure
the repayment of the premiums, the Trust has assigned the policies to the
Company as collateral; 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 and since that time the remaining 66.7% of
the option shares have become fully exercisable and have been exercised.
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.
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
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 3,207,242
shares of the Company's Common Stock. The Company has been advised that on the
demise of George Zimmer, his estate may be
8
<PAGE> 11
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
$26,500,000 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. 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.
EMPLOYEE STOCK OPTION PLANS
The company maintains The Men's Wearhouse, Inc. 1992 Stock Option Plan (the
"1992 Option Plan") and the 1996 Stock Option Plan (the "1996 Option Plan")
(collectively, the "Plans") for the benefit of its full-time key employees.
Under the 1992 Option Plan, options to purchase up to 225,000 shares of Common
Stock may be granted, and, under the 1996 Option Plan, options to purchase up to
750,000 shares of Common Stock may be granted. As of May 6, 1997, of the 225,000
shares of Common Stock initially reserved for issuance pursuant to the 1992
Option Plan, only 2,500 shares of Common Stock remained available for issuance
pursuant to such plan.
The individuals eligible to participate in the Plans are such full-time key
employees, including officers and employee directors, of the Company as the
Stock Option Committee of the Board of Directors (consisting of George Zimmer
and Richard Goldman), which administers the Plans, 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 Plans and David Edwab may
not participate in the 1992 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, 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 Plans 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. Options granted under the Plans 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
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 date of
grant.
Options granted under the Plans 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.
9
<PAGE> 12
OPTION GRANTS
The following table shows the options granted to the named executive
officers during the fiscal year ended February 1, 1997:
OPTIONS GRANTED IN FISCAL 1996
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO GRANT DATE
GRANTED EMPLOYEES EXERCISE PRICE EXPIRATION PRESENT
NAME (SHARES) IN 1996 ($/PER SHARE) DATE VALUE($)(1)
---- ---------- ---------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
George Zimmer................. -- -- -- -- --
David Edwab................... 50,000(2) 14.1 23.625 01/06/2007 627,500
Richard Goldman............... -- -- -- -- --
Harry Levy.................... 15,000(3) 4.2 23.625 01/06/2007 188,300
2,500(4) .7 21.875 02/03/2006 27,600
James Zimmer.................. -- -- -- -- --
</TABLE>
- ---------------
(1) Based upon Black-Scholes option valuation model. The calculation assumes
volatility of 52.7%, a risk free rate of 6.3%, a five year expected life, no
expected dividends and option grants at $23.625 per share. The actual value,
if any, which may be realized with respect to any option will depend on the
amount, if any, by which the stock price exceeds the exercise price on the
date the option is exercised. Thus, such valuation may not be a reliable
indication as to value and there is no assurance the value realized will be
at or near the value estimated by the Black-Scholes model.
(2) Represents options granted under the 1996 Option Plan which become fully
exercisable on January 6, 2002.
(3) Represents options granted under the 1996 Option Plan which become fully
exercisable on January 6, 2003.
(4) Represents options that were repriced during the last fiscal year. See
"Repricing of Stock Options" below.
OPTION EXERCISES
The following table sets forth the aggregate option exercises during the
last fiscal year and the value of outstanding options at year-end held by
certain executive officers:
AGGREGATE OPTION EXERCISES IN FISCAL 1996 AND OPTION VALUES AT FEBRUARY 1, 1997
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
SHARES UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT YEAR IN-THE-MONEY
ON END (#) OPTIONS AT YEAR END
EXERCISE VALUE EXERCISABLE/ ($)EXERCISABLE/
NAME (#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- -------- ----------- --------------- --------------------
<S> <C> <C> <C> <C>
George Zimmer........................ -- -- -- --
David Edwab(1)....................... 73,768 1,911,000 73,769/50,000 1,791,000/150,000
Richard E. Goldman................... -- -- -- --
Harry Levy(2)........................ 15,000 173,000 28,750/48,750 475,000/674,000
James E. Zimmer...................... -- -- -- --
</TABLE>
- ---------------
(1) On January 31, 1996, Mr. Edwab exercised the Option under the Employment
Agreement 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. Mr.
Edwab paid $173,295 for such shares, and, pursuant to the terms of the
Employment Agreement, the Company paid Mr. Edwab $288,825, which is the
purchase price plus estimated income taxes at an assumed 40% rate. On
February 3, 1997, Mr. Edwab exercised the Option with respect to the 73,769
shares that vested on January 31, 1997. Of those shares, 34,701 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.
(2) The options exercised were granted under the 1992 Option Plan.
10
<PAGE> 13
REPRICING OF STOCK OPTIONS
Stock Option Committee Report
On December 5, 1996, the Stock Option Committee approved the repricing (the
"Repricing") of certain stock options (the "Repriced Options") granted under the
Company's 1992 Option Plan to certain key employees of the Company, including
Harry Levy. The Repriced Options were initially granted on February 3, 1996, at
an exercise price of $28.25 per share (the closing sale price per share on the
Nasdaq National Market on such date). In light of the decrease in the market
price of the Common Stock since the grant of such options, the Stock Option
Committee determined that the Company's interests were best served by reducing
the exercise price of such options to $21.875 (the closing sale price per share
on the Nasdaq National Market on December 5, 1996) so that the Repriced Options
would continue to serve as an inducement for the optionees' continued and
effective performance of services to the Company.
The Stock Option Committee determined that the Repricing was the equivalent
of a new grant of options at market and was important to the maintenance of the
incentives to a large number of non-executive employees contemplated to be
provided under the Repriced Options. Pursuant to the Repricing, the exercise
price of the Repriced Options were repriced form $28.25 per share to a price of
$21.875 per share.
Additionally, on December 5, 1996, the Board of Directors of the Company
approved the Repricing.
STOCK OPTION COMMITTEE
George Zimmer, Chairman
Richard Goldman
Repriced Option Table
<TABLE>
<CAPTION>
LENGTH OF
SECURITIES MARKET ORIGINAL
UNDERLYING PRICE EXERCISE OPTION TERM
NUMBER OF OF STOCK AT PRICE NEW REMAINING AT
OPTIONS TIME OF AT TIME OF EXERCISE DATE OF
NAME DATE REPRICED(#) REPRICING($) REPRICING($) PRICE($) REPRICING
---- ---- ----------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
George Zimmer.......... -- -- -- -- -- --
David Edwab............ -- -- -- -- -- --
Richard E. Goldman..... -- -- -- -- -- --
James E. Zimmer........ -- -- -- -- -- --
Harry M. Levy.......... December 5, 1996 2,500 21.875 28.25 21.875 9 years,
2 months
January 28, 1995 3,750 22.25 26.375 22.25 9 years
</TABLE>
COMPENSATION OF DIRECTORS
All employee directors of the Company do not receive fees for attending
meetings of the Board of Directors. Each non-employee director of the Company
receives a quarterly retainer of $2,500. In addition, under the Company's 1992
Non-Employee Director Stock Option Plan (the "Director Plan"), each person who
is a non-employee director on the last business day of each fiscal year of the
Company is 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.
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. All options granted under the Director Plan must be
exercised within 10 years of the date of grant. Such options terminate on the
earlier of the date of the expiration of the
11
<PAGE> 14
option or one day less than one month after the date the director ceases to
serve as a director of the Company for any reason other than death, disability
or retirement as a director.
On January 31, 1997, the Company granted each of Messrs. Brutoco, Stein and
Ray an option to purchase 2,000 shares of Common Stock at $26.63 per share
pursuant to the Director Plan.
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>
RETAIL NASDAQ
Measurement Period SPECIALTY COMPOSITE
(Fiscal Year Covered) COMPANY APPAREL INDEX
<S> <C> <C> <C>
04/15/92 1.000 1.000 1.000
01/30/93 1.423 1.083 1.167
01/29/94 3.043 1.012 1.327
01/28/95 2.567 0.903 1.287
02/03/96 4.889 1.065 1.863
02/01/97 4.608 1.251 2.416
</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 1996, 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.
During fiscal 1996, 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.
12
<PAGE> 15
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 1996 report
on executive compensation. This Committee report documents components of the
Company's executive officer compensation programs and describes the basis on
which 1996 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:
- Provide a competitive total compensation package that enables the Company
to retain key executives.
- 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.
- 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 1997 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 (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.
13
<PAGE> 16
Discussion of 1996 Compensation for the Chief Executive Officer
George Zimmer, Chairman of the Board 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 1996, 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 1996 and 1997 is conservative.
Base Salary. Mr. Zimmer's base salary during fiscal 1996 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 1997.
Annual Incentive. Mr. Zimmer was paid a $50,000 bonus under the 1996 bonus
program. Mr. Zimmer will be eligible for a bonus of up to $100,000 in 1997 based
on the criteria discussed under "Incentive Compensation".
Summary. The Company's 1996 financial results exceeded management's
expectations. It is the opinion of the Compensation Committee that the total
compensation program for 1996 for the executive officers relative to the
Company's performance was reasonable and that the compensation to 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, Chairman
Michael L. Ray
14
<PAGE> 17
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 ventures. During 1996, the Company paid
rentals of $79,400 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 $52,000 in 1996. The lease expires April 30, 2004.
During 1996, 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. In February 1997, the
Company purchased this recreational facility for $1.4 million. The purchase
price was determined based on an appraisal of the facility performed by an
unrelated, independent third party.
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. ("NationsBank") 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 1996 was $588,000
and $392,000, 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. Stein, a 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 and except as set forth below, 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 1,
1997, all Section 16(a) filing requirements applicable to its directors,
executive officers and greater than 10% beneficial owners have been met. An
aggregate of 64 shares of Common Stock were purchased at various times during
1996 on behalf of Mr. Hampton through his participation in the Company's
Employee Stock Purchase Plan, which such shares were inadvertently omitted from
his Form 5 filed on March 13, 1997. Such Form 5 was amended on April 9, 1997.
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 January 31, 1998, 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> 18
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 January 20, 1998, 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> 19
- --------------------------------------------------------------------------------
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 18, 1997
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 2:00 PM, central daylight time, on Wednesday, June 18,
1997, at The Four Seasons Hotel, 1300 Lamar, Houston, Texas, and
at any adjournment or adjournments thereof.
<TABLE>
<S> <C> <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 ratify the appointment of Deloitte & Touche LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 20
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
3. 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 PROPOSAL 2. 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 -----------------, 1997
-----------------------------
-----------------------------
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> 21
- --------------------------------------------------------------------------------
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 1997
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.)
2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 22
- --------------------------------------------------------------------------------
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. 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 -----------------, 1997
-----------------------------
-----------------------------
Signature of Shareholder
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
- --------------------------------------------------------------------------------
<PAGE> 23
- --------------------------------------------------------------------------------
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 1997
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.)
2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 24
- --------------------------------------------------------------------------------
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 PROPOSAL 2. 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 -----------------, 1997
-----------------------------
-----------------------------
Signature of Shareholder
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
- --------------------------------------------------------------------------------
<PAGE> 25
- --------------------------------------------------------------------------------
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18, 1997
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.)
2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 26
- --------------------------------------------------------------------------------
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 PROPOSAL 2. 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 --------------------, 1997
--------------------------------
--------------------------------
Signature of Shareholder
PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY
- --------------------------------------------------------------------------------
