8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2011

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation)	1-16097 (Commission File Number)	74-1790172 (IRS Employer Identification No.)
6380 Rogerdale Road Houston, Texas (Address of principal executive offices)	281-776-7000 (Registrant’s telephone number, including area code)	77072 (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On May 16, 2011, The Men’s Wearhouse, Inc. (the “Company”) received notice regarding a blackout period, as defined in Rule 100 of Regulation BTR. The notice required by Rule 104 of Regulation BTR was provided to directors and executive officers by the Company on May 18, 2011, and a copy thereof is filed herewith as Exhibit 99.1 and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is included in this Form 8-K:

Exhibit
Number	Description
99.1	Notice to Directors and Executive Officers dated May 18, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MEN’S WEARHOUSE, INC. (Registrant)
Date: May 18, 2011	By:	/s/ Neill P. Davis
		Neill P. Davis
		Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Notice to Directors and Executive Officers dated May 18, 2011.

EX-99.1

Exhibit 99.1

IMPORTANT NOTICE REGARDING THE MEN’S WEARHOUSE, INC.
401 (K) SAVINGS PLAN BLACKOUT PERIOD AND YOUR RIGHTS TO TRADE THE
MEN’S WEARHOUSE, INC. COMMON STOCK DURING THE BLACKOUT PERIOD

To:	The Men’s Wearhouse, Inc. Directors and Executive Officers
From:	Kirk Warren, Vice President — Administration and Benefits
Date:	May 18, 2011

The purpose of this notice is to inform you that The Men’s Wearhouse, Inc. 401(k) Savings Plan (the “Plan”) will be entering a blackout period on June 23, 2011 due to a recordkeeper conversion to T. Rowe Price. During the blackout period, Plan participants will not be able to direct or diversify investments in their individual accounts, obtain a loan, or obtain a distribution. This includes participants’ investments in the Men’s Wearhouse Stock Fund, which invests primarily in Men’s Wearhouse Common Stock.

The Securities and Exchange Commission (“SEC”) has implemented rules under the Sarbanes-Oxley Act of 2002 that apply to 401(k) plan blackout periods. Because you are a director or executive officer of The Men’s Wearhouse, Inc. (the “Company”), please be aware that the blackout period for the Plan has a direct impact on your ability to trade the Company’s Common Stock. A copy of the blackout notice provided to the affected Plan participants is attached to this notice.

The SEC rules provide prohibitions on:

• an acquisition of issuer equity securities by a director or executive officer during a blackout period if the acquisition is in connection with his or her service or employment as a director or executive officer; and

• a disposition of issuer equity securities by a director or executive officer during a blackout period if the disposition involves issuer equity securities acquired in connection with his or her service or employment as a director or executive officer.

Equity securities acquired in connection with the individual’s service as a director or officer are subject to the restriction, including securities acquired before the Sarbanes-Oxley Act was passed or before the Company went public. You should note that there is a presumption that any securities sold during a blackout period are not exempt from the rule (that is, the individual corporate insider bears the burden of proving that the securities were not “acquired in connection with service or employment”).

The SEC rules exempt certain transactions from the trading restriction. Some of these exemptions are as follows:

• regularly scheduled purchases or sales of employer securities pursuant to an automatic election, which satisfy SEC Rule 10b5-1;

• purchases or sales of company stock, other than in a discretionary transaction, under an employee stock purchase plan or a qualified 401(k) retirement plan in the normal course of on-going employee deferrals;

• increases or decreases in equity holdings resulting from a stock split, stock dividend or pro rata rights distribution;

• grant of an option or other equity compensation under certain plans; and

• acquisition or disposition of equity securities involving a bona fide gift.

KEY DATES:

401(k) Blackout Begins: June 23, 2011

401(k) Blackout Expected to End: Sometime during the week of July 18, 2011

During the week of July 18, 2011, you should contact Claudia Pruitt at (281) 776-7322 or Laura Ann Smith at (281) 776-7880 or Kirk Warren at (510) 657-9821 to determine when the blackout period has ended.

Violations of the insider trading prohibition will allow an issuer or a security holder acting on behalf of an issuer to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties.

Please be aware that a notice will also be mailed today to all current and former Plan participants to inform them of the blackout period. This meets the 30-day Sarbanes-Oxley advance notice requirement for all plan participants.

While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout period is needed. If you have any questions concerning this notice, you should contact Claudia Pruitt at (281) 776-7322 or Laura Ann Smith at (281) 776-7880 at the Company’s offices located at 6380 Rogerdale Road, Houston, TX 77072 or Kirk Warren at (510) 657-9821 at the Company’s offices located at 40650 Encyclopedia Circle, Fremont, CA 94538.