sc13da309050004_05082015.htm

0000921895-15-001214.txt : 20150508 0000921895-15-001214.hdr.sgml : 20150508 20150508130023 ACCESSION NUMBER: 0000921895-15-001214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150508 DATE AS OF CHANGE: 20150508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY ELLIS INTERNATIONAL, INC CENTRAL INDEX KEY: 0000900349 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 591162998 STATE OF INCORPORATION: FL FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48707 FILM NUMBER: 15845491 BUSINESS ADDRESS: STREET 1: 3000 NW 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055922830 MAIL ADDRESS: STREET 1: 3000 NW 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: PERRY ELLIS INTERNATIONAL INC DATE OF NAME CHANGE: 19990623 FORMER COMPANY: FORMER CONFORMED NAME: SUPREME INTERNATIONAL CORP DATE OF NAME CHANGE: 19940531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC CENTRAL INDEX KEY: 0001560207 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (330) 519-1158 MAIL ADDRESS: STREET 1: 1247 STONER AVENUE, #207 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 sc13da309050004_05082015.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da309050004_05082015.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Perry Ellis International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

288853104

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

9401 Wilshire Blvd, Suite 705

Beverly Hills, CA 90212

(310) 729-8588

DEBRA SMITH

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM

100 Waterfront Place, MS 04

West Sacramento, CA 95605

(916) 414-7551

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 8, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Legion Partners, L.P. I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 313,143
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 313,143
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 313,143
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Legion Partners Special Opportunities, L.P. I
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 583,204
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 583,204
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,204
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Legion Partners, L.P. II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 35,252
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 35,252
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,252
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Legion Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 931,599
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 931,599
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,599
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Legion Partners Asset Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 931,599
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 931,599
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,599
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Legion Partners Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 931,799
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 931,799
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,799
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Christopher S. Kiper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 931,799
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 931,799
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,799
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Bradley S. Vizi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 931,799
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 931,799
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,799
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Raymond White
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 931,799
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 931,799
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931,799
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON California State Teachers’ Retirement System
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION California Government Pension Plan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 31,913
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 22,110
	10	SHARED DISPOSITIVE POWER 9,803
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,913
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON EP

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Robert L. Mettler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Darrell Ross
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 288853104

1	NAME OF REPORTING PERSON Joshua E. Schechter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 288853104

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background

Item 2 is hereby amended and restated as follows:

(a)

This statement is filed by:

(i)

Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);

(ii)

Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership (“Legion Partners Special I”);

(iii)

Legion Partners, L.P., II, a Delaware limited partnership (“Legion Partners II”);

(iv)

Legion Partners, LLC, a Delaware limited liability company (“Legion Partners LLC”), which serves as the general partner of each of Legion Partners I, Legion Partners Special I and Legion Partners II;

(v)

Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), which serves as the investment advisor of each of Legion Partners I,

(vi)

Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), which serves as the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC;

(vii)

Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;

(viii)

Bradley S. Vizi, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;

(ix)

Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;

(x)

California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit Plan;

(xi)

Robert L. Mettler, as a nominee for election to the Board of Directors of the Issuer (the “Board”);

(xii)

Darrell Ross, as a nominee for election to the Board; and

(xiii)

Joshua E. Schechter, as a nominee for election to the Board and collectively with the other nominees for election to the Board (the “Nominees”).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons other than CalSTRS may collectively be referred to as “Legion Partners.” CalSTRS is a limited partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, and is a member of Legion Partners LLC. Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each member of Legion Partners is 9401 Wilshire Boulevard, Suite 705, Beverly Hills, California 90212. The address of the principal office of CalSTRS is 100 Waterfront Place, MS 04, West Sacramento, California 95605. The business address of Mr. Mettler is P.O. Box 1209, Rancho Santa Fe, California 92067. The business address of Mr. Ross is 9 Ross Simons Drive, Cranston, Rhode Island 02920. The business address of Mr. Schechter is 302 South Mansfield Avenue, Los Angeles, California 90036.

CUSIP NO. 288853104

(c) The principal business of Legion Partners I is investing in securities. The principal business of Legion Partners Special I is investing in securities. The principal business of Legion Partners II is investing in securities. The principal business of Legion Partners LLC is serving as the general partner of each of Legion Partners I, Legion Partners Special I and Legion Partners II. The principal business of Legion Partners Asset Management is managing investments in securities and serving as the investment advisor of each of Legion Partners I, Legion Partners Special I and Legion Partners II. The principal business of Legion Partners Holdings is serving as the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC. The principal occupation of each of Messrs. Kiper, Vizi and White is serving as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings. The principal business of CalSTRS is providing retirement related benefits and services to teachers in public schools and community colleges in California. Mr. Mettler is a retired executive currently serving as a director or Barington/Hilco Acquisition Corp. The principal occupation of Mr. Ross is serving as CEO and President of Luxury Brand Holdings. The principal occupation of Mr. Schechter is serving as the Executive Chairman of Aderans America Holdings, Inc.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Messrs. Kiper, Vizi, White, Mettler, Ross and Schechter is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Legion Partners I, Legion Partners Special I, Legion Partners II and Legion Partners Holdings were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 313,143 Shares owned directly by Legion Partners I is approximately $3,843,557, including brokerage commissions. The aggregate purchase price of the 583,204 Shares owned directly by Legion Partners Special I is approximately $9,119,513, including brokerage commissions. The aggregate purchase price of the 35,252 Shares owned directly by Legion Partners II is approximately $604,570, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Legion Partners Holdings is approximately $4,766, including brokerage commissions.

The Shares purchased by CalSTRS were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 31,913 Shares beneficially owned by CalSTRS is approximately $597,483, including brokerage commissions.

CUSIP NO. 288853104

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 8, 2015, Legion Partners Holdings delivered a letter to the Issuer nominating the Nominees, as set forth therein, for election to the Board at the Issuer’s 2015 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”). In the letter, Legion Partners Holdings also notified the Issuer as to the submission of two business proposals to be presented at the Annual Meeting. The first proposal recommends that that the Issuer take the necessary steps to reorganize the Board into one class subject to election each year. The second proposal recommends that the Issuer implement a policy requiring that the Board’s Chairman be a director who is “independent” from the Issuer, according to the definition set forth in the NASDAQ listing standards. The Reporting Persons intend to engage in discussions with management, the Board and shareholders of the Issuer regarding the nomination of directors at the Annual Meeting, the composition of the Issuer’s Board generally and the business proposals they seek to bring forth at the Annual Meeting. A copy of the press release announcing the submission of the letter and disclosing the biographies of the Nominees is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) are hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 15,341,000 Shares outstanding as of April 7, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 filed with the Securities and Exchange Commission on April 14, 2015.

A.	Legion Partners I

(a)

As of the close of business on May 7, 2015, Legion Partners I beneficially owned directly 313,143 Shares.

Percentage: Approximately 2.0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 313,143

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 313,143

(c)

Legion Partners I has not entered into any transactions in the Shares since the filing of Amendment No. 2.

B.	Legion Partners Special I

(a)

As of the close of business on May 7, 2015, Legion Partners Special I beneficially owned directly 583,204 Shares.

Percentage: Approximately 3.8%

CUSIP NO. 288853104

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 583,204

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 583,204

(c)

Legion Partners Special I has not entered into any transactions in the Shares since the filing of Amendment No. 2.

C.	Legion Partners II

(a)

As of the close of business on May 7, 2015, Legion Partners II beneficially owned directly 35,252 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 35,252

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 35,252

(c)

Legion Partners II has not entered into any transactions in the Shares since the filing of Amendment No. 2.

D.	Legion Partners LLC

(a)

As the general partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners LLC may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.

Percentage: Approximately 6.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 931,599

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 931,599

(c)

Legion Partners LLC has not entered into any transactions in the Shares since the filing of Amendment No. 2.

E.	Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners Special I, and Legion Partners II may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.

Percentage: Approximately 6.1%

CUSIP NO. 288853104

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 931,599

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 931,599

(c)

Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 2.

F.	Legion Partners Holdings

(a)

As of the close of business on May 7, 2015, Legion Partners Holdings beneficially owns 200 Shares directly. As the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.

Percentage: Approximately 6.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 931,799

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 931,799

(c)

Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 2.

G.	Messrs. Kiper, Vizi and White

(a)

Each of Messrs. Kiper, Vizi and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I, (iii) 35,252 Shares owned by Legion Partners II and 200 Shares owned by Legion Partners Holdings.

Percentage: Approximately 6.1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 931,799

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 931,799

(c)

None of Messrs. Kiper, Vizi or White has entered into any transactions in the Shares since the filing of Amendment No. 2.

CalSTRS

(a)

As of the close of business on May 7, 2015, CalSTRS beneficially owned 31,913 Shares.

Percentage: Less than 1%

CUSIP NO. 288853104

(b)

1. Sole power to vote or direct vote: 22,110

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 22,110

4. Shared power to dispose or direct the disposition: 9,803*

*The power to dispose or to direct the disposition of 1,101 Shares is shared with BlackRock Institutional Trust Company, N.A. (“BTC”). CalSTRS has been informed by BTC that its principal business is to provide diversified investment management and securities lending services to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 400 Howard Street, San Francisco, CA 94105. In addition, BTC has further informed CalSTRS that on January 20, 2012, BTC entered into an Offer of Settlement (the "Agreement") with the CFTC and consented to the entry of an Order, which makes findings and imposes remedial sanctions against BTC. Without admitting or denying wrongdoing, BTC agreed to the imposition of a $250,000 penalty and the entry of the Order to resolve allegations by the CFTC that two trades by BTC violated Section 4c(a)(1) of the Commodity Exchange Act and CFTC Regulation 1.38(a). BTC also agreed to refrain from any further violations of the above-mentioned statutory provisions. The CFTC did not allege, nor find, that any clients of BTC or any related affiliate were harmed in any way. In the previous five years, BTC has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order (with the exception of the Agreement) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The power to dispose or to direct the disposition of 8,702 Shares is shared with Matarin Capital Management (“Matarin”). CalSTRS has been informed by Matarin that its principal business is to provide diversified investment management to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 1 Dock St., Suite 320, Stamford, CT 06902. In the previous five years, Matarin has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c)

The transactions in the Shares by CalSTRS since the filing of Amendment No. 2 are set forth in Schedule A and are incorporated herein by reference.

I.	Messrs. Mettler, Ross and Schechter

(a)

As of the close of business on May 7, 2015, Messrs. Mettler, Ross and Schechter did not own any shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 288853104

(c)

None of Messrs. Mettler, Ross and Schechter has entered into any transactions in the Shares since the filing of Amendment No. 2.

An aggregate of 963,712 Shares, constituting approximately 6.3% of the Shares outstanding, is reported in this Amendment No. 3.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 8, 2015 the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, (i) they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (ii) they agreed to solicit proxies or written consents for the election of the Nominees to the Board at the Annual Meeting (the “Solicitation”), and (iii) Legion Partners Holdings agreed to pay directly all pre-approved expenses incurred in connection with the Solicitation. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, Legion Partners Holdings has agreed to indemnify each of the Nominees against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Press release dated May 8, 2015

99.2

Joint Filing and Solicitation Agreement

99.3

Form of Indemnification Agreement

99.4

Powers of Attorney

CUSIP NO. 288853104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 8, 2015

Legion Partners, L.P. I

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners Special Opportunities, L.P. I

By:	Legion Partners Asset Management, LLC Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, L.P. II

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, LLC

By:	Legion Partners Holdings, LLC Managing Member

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

Legion Partners Asset Management, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners Holdings, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

CUSIP NO. 288853104

	/s/ Christopher S. Kiper
	Christopher S. Kiper Individually and as attorney-in-fact for Robert L. Mettler, Darrell Ross and Joshua E. Schechter

	/s/ Bradley S. Vizi
	Bradley S. Vizi

	/s/ Raymond White
	Raymond White

California State Teachers’ Retirement System

By:	/s/ Debra Smith
	Name:	Debra Smith
	Title:	Chief Operating Investment Officer

CUSIP NO. 288853104

SCHEDULE A

Transactions in the Shares since Amendment No. 2

Nature of Transaction	Price Per Share($)	Securities Purchased/(Sold)	Date of Purchase/Sale

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
Sale of Common Stock	23.92	(100)	04/30/2015

EX-99.1 2 ex991to13da309050004_050815.htm PRESS RELEASE ex991to13da309050004_050815.htm

Exhibit 99.1

LEGION PARTNERS, CALSTRS NOMINATE THREE HIGHLY QUALIFIED INDEPENDENT CANDIDATES FOR ELECTION AT PERRY ELLIS’ 2015 ANNUAL MEETING OF SHAREHOLDERS

Submit shareholder proposals to declassify the board and appoint an independent chairman

Cite long history of underperformance and poor shareholder returns

Believe existing board has done very little to hold family-dominated management accountable for poor performance or to address poor corporate governance practices

Beverly Hills, CA – May 8, 2015 – Legion Partners Holdings, LLC (together with its affiliates, “Legion Partners”) and the California State Teachers’ Retirement System (“CalSTRS”), today announced the nomination of three highly qualified, independent candidates for election to the Board of Directors (the “Board”) of Perry Ellis International, Inc. (NASDAQ: PERY) (“Perry Ellis” or the “Company”) at the 2015 annual meeting of shareholders (the “2015 Annual Meeting”). Legion Partners and CalSTRS also announced the submission of two shareholder proposals intended to affect significant corporate governance reform for the benefit of all shareholders - to declassify the Board and appoint an independent Chairman. Legion Partners and CalSTRS beneficially own, in the aggregate, approximately 6.3% of Perry Ellis’ outstanding common stock.

Legion Partners and CalSTRS are deeply disappointed by the performance of Perry Ellis, which has significantly underperformed its peers over one-, three-, five- and 10-year periods. Legion Partners and CalSTRS note that the Company has repeatedly missed its own financial targets and appears unable to communicate a clear and detailed margin-improvement plan.

In nominating Robert L. Mettler, Darrell Ross and Joshua E. Schechter for election to the Perry Ellis Board, Legion Partners and CalSTRS believe that the current Board lacks a sufficient sense of urgency and ability to drive better performance due to the Feldenkreis family domination. “Shareholders deserve strong, qualified independent directors to improve the Company’s long-term financial strength and share price, and most importantly represent all shareholders,” said CalSTRS Director of Corporate Governance Anne Sheehan.

“We have serious concerns that the Feldenkreis family has chosen to run Perry Ellis in a manner that benefits its own interests rather than in the best interests of all shareholders,” said Chris Kiper of Legion Partners. “We believe maintaining the status quo under the leadership and control of the Feldenkreis family creates an unnecessarily high risk that Perry Ellis will continue to underperform, causing irreparable value destruction for shareholders.”

Table 1: Total Shareholder Returns (as of July 16, 2014 – one day prior to Legion Partners and CalSTRS initial 13D filing)
	1-year	3-year	5-year	10-year
Perry Ellis (PERY)	-16.2%	-26.4%	142.3%	18.8%
Peer Group	16.6%	76.1%	290.9%	508.6%
Russell 2000 Index	12.3%	44.9%	135.9%	136.8%
S&P 500 Index	20.7%	60.8%	134.1%	121.6%
S&P SmallCap 600 Index	14.9%	54.4%	153.0%	163.6%

Table 2: Trailing Twelve Months Margins (as of May 8, 2015)

	Gross Margin %	EBITDA Margin %	EBIT Margin %
Perry Ellis (PERY)	34.0%	4.5%	3.1%
Peer Group – Maximum	100.0%	51.4%	49.7%
Peer Group – Median	49.6%	13.8%	11.8%
Peer Group – Minimum	35.8%	6.5%	3.3%

Peer Group: CRI, CHKE, COLM, CROX, GIII, HBI, ICON, MOV, OXM, PVH, RL, VFC and WWW

Source: Capital IQ

Legion Partners and CalSTRS’ highly-qualified independent director nominees, who will bring substantial business, financial, operational and investment experience to the Board, are:

Robert L. Mettler - previously served as President of Special Projects of Macy’s, Inc. from February 2008 until his retirement in January 2009, Chairman and Chief Executive Officer of Macy’s West, a division of Macy’s, Inc., from 2002 to 2008, and President and Chief Operating Officer of Macy’s West from 2000 to 2002. Prior to joining Macy’s, Mr. Mettler held various executive positions in the retail industry, including President of Merchandising — Full Line Stores of Sears, Roebuck and Co. from 1996 to 2000, President of Apparel and Home Fashions of Sears from 1993 to 1996, and President and Chief Executive Officer of Robinson’s May Company from 1987 to 1993. Mr. Mettler currently serves as a director of Barington/Hilco Acquisition Corp. and previously served on the board of directors of Stein Mart, Inc., Quiksilver, Inc., and The Jones Group.

Darrell Ross - has served as the CEO and President of Luxury Brand Holdings (formerly known as Ross-Simons), a multi-channel retailer of fine jewelry, Swiss watches, and selected giftware since April 1982 and a member of the Luxury Brand Holdings board since its formation in 2000. Mr. Ross joined Ross-Simons in 1974 and spearheaded the company’s rapid growth. Mr. Ross previously served on the board of directors of Colibri, Inc., Leach & Garner, Inc., and ALC of New York, Inc. In addition, Mr. Ross was a board member of the Moses Brown School.

Joshua E. Schechter - has served as a director of Aderans Co., Ltd., a multi-national company engaged in hair-related business, since August 2008, and is the Executive Chairman of Aderans America Holdings, Inc., Aderans’ holding company in the United States. From 2001 to June 2013, Mr. Schechter served as Managing Director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to June 2013 Mr. Schechter served as co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Mr. Schechter currently serves on the board of directors of Viad Corp and previously served on the board of directors of The Pantry, Inc., WHX Corporation (n/k/a Handy & Harman Ltd.), and Puroflow, Inc. (n/k/a Argan, Inc.).

About CalSTRS

The California State Teachers’ Retirement System, with a portfolio valued at $191.2 billion as of March 31, 2015, is the largest educator-only pension fund in the world. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans. CalSTRS also provides disability and survivor benefits. CalSTRS serves California's 879,000 public school educators and their families from the state’s 1,700 school districts, county offices of education and community college districts. As long-term investors, CalSTRS believes it is a fiduciary duty to be active owners and to work to add value and reduce portfolio risk in investments where possible.

About Legion Partners

Legion Partners is a long-term-oriented activist fund focused on producing superior risk-adjusted returns for clients. Legion Partners investment strategy is concentrated on North American small cap equities, utilizing deep fundamental research and long-term shareholder engagement to drive superior performance over time.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”) and California State Teachers’ Retirement System, a California Government Employee Benefit Plan (“CalSTRS”), together with the participants named herein, intend to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of their slate of three highly-qualified director nominees at the 2015 annual meeting of shareholders of Perry Ellis International, Inc., a Florida corporation (the “Company”).

LEGION PARTNERS HOLDINGS AND CALSTRS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT http://www.sec.gov. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the proxy solicitation are Legion Partners Holdings, CalSTRS, Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”), Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership (“Legion Partners Special I”), Legion Partners, L.P. II, a Delaware limited partnership (“Legion Partners II”), Legion Partners, LLC, a Delaware limited liability company (“Legion Partners LLC”), Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), Christopher S. Kiper, Bradley S. Vizi, Raymond White, Robert L. Mettler, Darrell Ross and Joshua E. Schechter.

As of the date of this press release, Legion Partners Holdings beneficially owns 200 shares of common stock of the Company (“Common Stock”) in record name, Legion Partners I beneficially owns 313,143 shares of Common Stock, Legion Partners Special I beneficially owns 583,204 shares of Common Stock and Legion Partners II beneficially owns 35,252 shares of Common Stock. As the general partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners LLC may be deemed to beneficially own the 313,143 shares held directly by Legion Partners I, 583,204 shares held directly by Legion Partners Special I and 35,252 shares held directly by Legion Partners II. As the investment advisor of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners Asset Management may be deemed to beneficially own the 313,143 shares held directly by Legion Partners I, 583,204 shares held directly by Legion Partners Special I, and 35,252 shares held directly by Legion Partners II. As the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC, Legion Partners Holdings may be deemed to beneficially own the 313,143 shares held directly by Legion Partners I, 583,204 shares held directly by Legion Partners Special I and 35,252 shares held directly by Legion Partners II. As managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings, each of Messrs. Kiper, Vizi and White may be deemed to beneficially own the 313,143 shares held directly by Legion Partners I, 583,204 shares held directly by Legion Partners Special I, 35,252 shares held directly by Legion Partners II and 200 shares held directly by Legion Partners Holdings. As of the date hereof, CalSTRS beneficially owned 31,913 shares of Common Stock, which includes 1,101 shares that CalSTRS shares the power to dispose or to direct the disposition of with BlackRock Institutional Trust Company, N.A., and 8,702 shares that CalSTRS shares the power to dispose or to direct the disposition of with Matarin Capital Management. None of Messrs. Mettler, Ross or Schechter own any shares of Common Stock directly.

Media contact:

Chris Kiper

(310) 729-8588

Investor contact:

Okapi Partners LLC

Bruce H. Goldfarb/ Charles Garske / Lydia Mulyk

(212) 297-0720

info@okapipartners.com

Source:

Legion Partners Holdings, LLC

EX-99.2 3 ex992to13da309050004_050815.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da309050004_050815.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Perry Ellis International, Inc., a Florida corporation (the “Company”);

WHEREAS, Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners”), Legion Partners, L.P. I, a Delaware limited partnership, Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership, Legion Partners, LLC, a Delaware limited liability company, Legion Partners Asset Management, LLC, a Delaware limited liability company, Christopher S. Kiper, Bradley S. Vizi, Raymond White, California State Teachers’ Retirement System (“CalSTRS”), Robert L. Mettler, Darrell Ross, and Joshua Schechter wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2015 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2015 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 8th day of May 2015 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. Legion Partners or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Legion Partners of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. To the extent possible, such notice shall be provided to Legion Partners within 24 hours of each transaction; provided, that with respect to CalSTRS, such notice shall be given on a weekly basis or upon the request of Legion Partners.

3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2015 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4. Legion Partners shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5. Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by the Legion Partners, or its representatives, which approval shall not be unreasonably withheld.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. The parties’ rights and obligations under this agreement (other than the rights and obligations set forth in Section 4 and Section 8 which shall survive any termination of this agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the parties. Notwithstanding the foregoing, any party hereto may terminate his/its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan Frome Wolosky LLP (“Olshan”), Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and Legion Partners and its affiliates relating to their investment in the Company.

11. The terms and provisions of this agreement may not be modified, waived or amended without the written consent of each of the parties hereto.

12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Legion Partners, L.P. I

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners Special Opportunities, L.P. I

By:	Legion Partners Asset Management, LLC Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, LLC

By:	Legion Partners Holdings, LLC Managing Member

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

Legion Partners Asset Management, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners Holdings, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

	/s/ Christopher S. Kiper
	Christopher S. Kiper

	/s/ Bradley S. Vizi
	Bradley S. Vizi

	/s/ Raymond White
	Raymond White

California State Teachers’ Retirement System

By:	/s/ Michelle Cunningham
	Name:	Michelle Cunningham, CFA
	Title:	Deputy Chief Investment Officer



	/s/ Robert L. Mettler
	Robert L. Mettler


	/s/ Darrell Ross
	Darrell Ross


	/s/ Joshua Schechter
	Joshua Schechter

EX-99.3 4 ex993to13da309050004_050815.htm FORM OF INDEMNIFICATION AGREEMENT ex993to13da309050004_050815.htm

Exhibit 99.3

Legion Partners Holdings, LLC

9401 Wilshire Blvd, Suite 705

Beverly Hill, CA 90212

__________, 2015

[______________]

Re:

Perry Ellis International, Inc.

Dear [____________]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Perry Ellis International, Inc., a Florida corporation (the “Company”), in connection with the proxy solicitation that Legion Partners Holdings, LLC (“Holdings”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2015 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.

Holdings agrees to indemnify and hold you harmless against any and all claims of any nature arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to Holdings of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by Holdings), or material breach of the terms of this letter agreement; provided further, that except for acts in connection with the Solicitation and any related transactions which occurred prior to the undersigned being elect a director of PERY, the indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Holdings prompt written notice of such claim or Loss (provided that failure to promptly notify Holdings shall not relieve Holdings from any liability which it may have on account of this letter agreement, except to the extent Holdings shall have been materially prejudiced by such failure). Upon receipt of such written notice, Holdings will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.

Holdings may not enter into any settlement of any Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such Loss or claim and does not require you to admit to any violation of any law, order or regulation. Notwithstanding anything to the contrary set forth in this letter agreement, Holdings shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without Holdings’ prior written approval. In addition, you agree not to enter into any settlement of any Loss or claim without the written consent of Holdings, which consent will not be unreasonably withheld.

You hereby agree to keep confidential and not disclose to any party, without the consent of Holdings, any confidential, proprietary or non-public information (collectively, “Information”) in accordance with that certain Confidentiality Agreement between you and us, dated of even date herewith.

All information, all copies thereof; and any studies, notes, records, analysis, compilations or other documents prepared by you containing such information, shall be and remain the property of Holdings and, upon request of a representative of Holdings, all such information shall be returned or, at Holdings’ option, destroyed by you, with such destruction confirmed by you to Holdings in writing.

This letter agreement shall be governed by the laws of the Stale of New York, without regard to the principles of the conflicts of laws thereof.

This letter agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument.

	Very truly yours,

	LEGION PARTNERS HOLDINGS, LLC

	By:
	Name:	Christopher S. Kiper
	Title:	Managing Director

ACCEPTED AND AGREED:

EX-99.4 5 ex994to13da309050004_050815.htm POWERS OF ATTORNEY ex994to13da309050004_050815.htm

Exhibit 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Christopher S. Kiper and Ted White, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Perry Ellis International, Inc., a Florida corporation (the “Company”) directly or indirectly beneficially owned by Legion Partners, L.P. I, a Delaware limited partnership, Legion Partners, L.P. II, a Delaware limited partnership, Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership, Legion Partners, LLC, a Delaware limited liability company, Legion Partners Asset Management, LLC, a Delaware limited liability company, Legion Partners Holdings, LLC, a Delaware limited liability company, Christopher S. Kiper, Bradley S. Vizi, Raymond White, and California State Teachers’ Retirement System, a California Government Employee Benefit Plan (collectively, the “Group”) and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2015 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

4. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of March 2015.

	/s/ Robert L. Mettler
	ROBERT L. METTLER

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May 2015.



	/s/ Darrell Ross
	DARRELL ROSS

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of March 2015.



	/s/ Joshua E. Schechter
	JOSHUA E. SCHECHTER