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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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February 28, 2006 |
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12.75 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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x Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
The Mens 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):
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x No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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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): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o 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. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
THE MENS WEARHOUSE, INC.
5803 Glenmont Drive
Houston, Texas 77081-1701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 29, 2005
Notice is hereby given that the Annual Meeting of the
Shareholders of The Mens Wearhouse, Inc., a Texas
corporation (the Company), will be held at
11:30 a.m., Pacific daylight time, on Wednesday,
June 29, 2005, at The Westin St. Francis, 335 Powell
Street, San Francisco, California, for the following
purposes:
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(1) To elect eight directors of the Company to hold office
until the next Annual Meeting of Shareholders or until their
respective successors are duly elected and qualified; and |
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(2) To transact such other business as may properly come
before the meeting or any adjournment thereof. |
The holders of record of the Companys common stock,
$.01 par value, at the close of business on May 11,
2005, will be entitled to vote at the meeting and any
adjournment(s) thereof.
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By Order of the Board of Directors |
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Michael W. Conlon |
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Secretary |
May 27, 2005
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.
THE MENS WEARHOUSE, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 29, 2005
This proxy statement is furnished to the shareholders of The
Mens 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
11:30 a.m., Pacific daylight time, on Wednesday,
June 29, 2005, at The Westin St. Francis, 335 Powell
Street, San Francisco, California, 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. 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 27,
2005, to the holders of record of the Companys Common
Stock, $.01 par value (the Common Stock), on
May 11, 2005 (the Record Date). At the close of
business on the Record Date, there were outstanding and entitled
to vote 35,999,634 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 reduce the number
of votes received by, but otherwise will have no effect on the
results of the election of, those directors for whom authority
to vote is withheld because the Companys bylaws provide
that directors are elected by a plurality of the votes cast.
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 a 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.
ELECTION OF DIRECTORS
At the Annual Meeting, eight 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 eight
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 the
Nominating and Corporate Governance Committee.
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Director | |
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Position with the Company |
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George Zimmer
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56 |
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Chairman of the Board and Chief Executive Officer |
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1974 |
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David H. Edwab
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50 |
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Vice Chairman of the Board |
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1991 |
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Rinaldo S. Brutoco
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58 |
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Director |
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1992 |
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Michael L. Ray, Ph.D.
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66 |
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Director |
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1992 |
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Sheldon I. Stein
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51 |
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Director |
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1995 |
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Kathleen Mason
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55 |
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Director |
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2001 |
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Deepak Chopra, M.D.
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59 |
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Director |
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2004 |
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William B. Sechrest
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63 |
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Director |
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2004 |
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George Zimmer co-founded The Mens 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 1991.
David H. Edwab joined the Company in February 1991 and
was elected Senior Vice President, Treasurer and Chief Financial
Officer of the Company. In February 1993, he was elected Chief
Operating Officer of the Company. In February 1997,
Mr. Edwab was elected President of the Company. He was
elected as a director of the Company in 1991. In November 2000,
Mr. Edwab joined Bear, Stearns & Co. Inc.
(Bear Stearns) as a Senior Managing Director and
Head of the Retail Group in the Investment Banking Department of
Bear Stearns. Accordingly, Mr. Edwab resigned as President
of the Company and was then named Vice Chairman of the Board. In
February 2002, Mr. Edwab re-joined the Company full-time
and continues to serve as Vice Chairman of the Board.
Mr. Edwab is also a director of Aeropostale, Inc. and New
York and Company.
Rinaldo S. Brutoco is and has been since January 2000,
President and Chief Executive Officer of
ShangriLa Consulting, Inc. Prior to that Mr. Brutoco
was President and Chief Executive Officer of Dorason Corporation
for more than five years. ShangriLa Consulting, Inc. is
affiliated with the ShangriLa Group, a privately held
consulting and merchant banking concern.
Michael L. Ray, Ph.D. 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 Emeritus at Stanford
Universitys 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 and runs the Southwest Investment Banking Group.
Mr. Stein joined Bear Stearns in August 1986. He is also a
director of Home Interiors & Gifts, Inc.
Kathleen Mason has been the President, Chief Executive
Officer and a director of Tuesday Morning Corporation, a
retailer of first quality, deep discount and closeout home
furnishings and gifts, since July 2000. From December 1999 to
July 2000, Ms. Mason was a freelance retailing consultant.
From June 1999 to November 1999, she was President and Chief
Merchandising Officer of Filenes Basement, Inc. From
January 1997 to June 1999 she was President of the
HomeGoods Division of The TJX Companies, Inc., an apparel and
home fashion retailer. Ms. Mason is also a director of
Genesco, Inc. and Hot Topic, Inc.
2
Deepak Chopra, M.D. is Director of Educational
Programs, Chief Executive Officer and founder of The Chopra
Center for Well Being, which was established by Dr. Chopra
in 1995 and offers training programs in mind-body medicine.
Dr. Chopra is the author of more than 35 books and more
than 100 audio, video and CD-ROM titles. Dr. Chopra is a
fellow of the American College of Physicians and a member of the
American Association of Clinical Endocrinologists.
William B. Sechrest is a founder and has been for more
than five years a shareholder of Winstead Sechrest &
Minick P.C., a law firm with offices in Dallas/ Ft. Worth,
Austin, Houston, San Antonio and The Woodlands, Texas,
Mexico City, Mexico and Washington, D.C. Mr. Sechrest
is a member of the American College of Real Estate Lawyers.
BOARD OF DIRECTORS
The business and affairs of the Company are managed under the
direction of the Board of Directors to enhance the long-term
value of the Company for its shareholders. In exercising its
authority to direct, the Board recognizes that the long-term
interests of its shareholders are best advanced by appropriate
consideration of other stakeholders and interested parties
including employees and their families, customers, suppliers,
communities and society as a whole. To assist the Board in
fulfilling its responsibilities, it has adopted certain
Corporate Governance Guidelines (the Guidelines). In
response to the shareholder proposal approved by the
Companys shareholders at the 2004 Annual Meeting of
Shareholders urging the Board of Directors to adopt a policy of
nominating directors who, if elected by the shareholders, would
constitute two-thirds of the Board of Directors of the Company
and would meet the requirements set forth in the proposal, the
Nominating and Corporate Governance Committee met to consider
the proposal on two occasions. After considering various aspects
of the proposal, the Nominating and Corporate Governance
Committee recommended changes to the Guidelines to the Board of
Directors and the Board of Directors approved such changes. The
Guidelines, as modified, are attached to this proxy statement as
Appendix A. As contemplated by the Guidelines, the Board of
Directors of the Company has regular executive sessions where
non-management directors meet without management participation.
The Chairman of the Nominating and Corporate Governance
Committee is the presiding director for each executive session.
Director Qualifications
As set forth in the Guidelines, a majority of the members of the
Board of Directors must qualify as independent directors in
accordance with the applicable provisions of the Securities
Exchange Act of 1934, and the rules promulgated thereunder, and
the applicable rules of the New York Stock Exchange. In
addition, at least two-thirds in number (if two-thirds is not a
whole number then at least the nearest whole number to
two-thirds that is less than two-thirds) of the directors shall
meet the following qualifications:
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shall not have been employed by the Company as an executive
officer in the past ten years. |
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is not an executive officer or director, or a person serving in
a similar capacity with, nor an owner of more than 1% of the
equity of, a significant customer, supplier or service provider
to the Company. For purposes hereof, significant shall mean
circumstances where during the past fiscal year the business
with the customer, supplier or service provider equaled or
exceeded either 1% of the revenue thereof or 1% of the revenue
of the Company. |
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is not personally the accountant, lawyer or financial advisor
for compensation to any executive officer of the Company. |
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is not a trustee, director or officer of any charitable
organization that received contributions during the past fiscal
year aggregating $100,000 or more from the Company. |
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has not within the last three years engaged in a transaction
with the Company required to be disclosed in the Companys
proxy statement pursuant to Subpart 229.400 of
Regulation S-K of the Rules and Regulations of the
Securities and Exchange Commission. |
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is not a father, mother, wife, husband, daughter, son,
father-in-law, mother-in-law, daughter-in-law or son-in-law of a
person who would not meet the foregoing qualifications. |
A director shall not serve on more than four boards of directors
of publicly-held companies (including that of the Company)
unless the full Board determines that such service does not
impair the directors performance of his or her duties to
the Company. A person shall not stand for election upon reaching
the age of 75. Directors are expected to report changes in their
business or professional affiliations or responsibilities,
including retirement, to the Chairman of the Board and the
Chairman of the Nominating and Corporate Governance Committee
and will be expected to offer to resign if the Nominating and
Corporate Governance Committee concludes that the director no
longer meets the Companys requirements for service on the
Board of Directors. The Board believes that directors should be
shareholders and have a financial stake in the Company and,
therefore, the Board has recommended that directors develop an
ownership position in the Company equal to at least $50,000 by
fiscal year end 2006 or within three years of becoming a
director whichever is later. The Nominating and Corporate
Governance Committee of the Board may establish from time to
time additional qualifications for directors, taking into
account the composition and expertise of the entire Board.
Identifying and Evaluating Nominees for Directors
The Nominating and Corporate Governance Committee utilizes a
variety of methods for identifying and evaluating nominees for
director. The Nominating and Corporate Governance Committee
regularly assesses the appropriate size of the Board, and
whether any vacancies on the Board are expected due to
retirement or otherwise. In the event that vacancies are
anticipated, or otherwise arise, the Nominating and Corporate
Governance Committee will consider various potential candidates
for director. Candidates may come to the attention of the
Nominating and Corporate Governance Committee through current
Board members, professional search firms, shareholders or other
persons. These candidates will be evaluated at regular or
special meetings of the Nominating and Corporate Governance
Committee, and may be considered at any point during the year.
In evaluating such nominations, the Nominating and Corporate
Governance Committee seeks to achieve a balance of knowledge,
experience and capability on the Board.
Board of Directors Independence
The Board of Directors has affirmatively determined that all
members of the Board, with the exception of Messrs. Zimmer
and Edwab, are independent in accordance with New York Stock
Exchange Listing Standards and have no current material
relationship with the Company, except as a director.
Attendance at the Annual Meeting of Shareholders
The Companys Board of Directors holds a regular meeting in
conjunction with the Annual Meeting of Shareholders. Therefore,
the directors are encouraged to and generally attend the
Companys Annual Meeting of Shareholders. Seven directors
attended the 2004 Annual Meeting of Shareholders.
Communications with the Board
Any shareholder or other interested party wishing to send
written communications to any one or more members or Committees
of the Companys Board of Directors may do so by sending
them in care of Investor Relations at 5803 Glenmont Drive,
Houston, Texas 77081-1701. All such communications will be
forwarded to the intended recipient(s).
Committees of the Board of Directors and Meeting
Attendance
During the fiscal year ended January 29, 2005, the Board of
Directors held five meetings.
The Board of Directors has an Audit Committee that operates
under a written charter. During fiscal 2004, the Audit Committee
was comprised of Messrs. Stein (Chair), Ray and Sechrest
and Ms. Mason. At its regular March Board meeting, the
Board of Directors reorganized the membership of its various
committees,
4
and, effective as of March 21, 2005, the Audit Committee
members are Messrs. Sechrest (Chair) and Brutoco and
Ms. Mason. The Board has affirmatively determined that all
members of the Audit Committee are independent in accordance
with the New York Stock Exchange Listing Standards and
Rule 10A-3(b)(1) of the Securities Exchange Act of 1934. In
addition, the Board has determined that each of the members of
the Audit Committee is financially literate and that
Mr. Brutoco and Ms. Mason are audit committee
financial experts, as that term is defined in the rules
promulgated by the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002. It is the duty of the Audit
Committee to review the Companys financial information,
accounting policies and internal controls, review with the
Companys independent public accountants the plan, scope
and results of the annual audit of the Companys financial
statements, review and discuss the Companys annual and
quarterly financial statements with management and the
Companys independent public accountants, and to select the
Companys independent public accountants and approve in
advance all audit and non-audit engagements of such independent
public accounts. The Audit Committees responsibilities to
the Board of Directors are further detailed in the Charter of
the Audit Committee, a copy of which is available on the
Companys website, at www.menswearhouse.com, under
Corporate Governance. During the fiscal year ended
January 29, 2005, the Audit Committee held eight meetings.
The Audit Committees report appears below.
The Board of Directors has a Compensation Committee, each member
of which is independent in accordance with the New York Stock
Exchange Listing Standards. During fiscal 2004, the Compensation
Committee was comprised of Ms. Mason (Chair) and
Messrs. Brutoco, Stein and Chopra. Effective as of
March 21, 2005, the Compensation Committee members are
Messrs. Stein (Chair) and Sechrest and Ms. Mason. It
is the duty of the Compensation Committee to review and approve
the Companys overall compensation policy and consider and
approve, on behalf of the Board of Directors, the compensation
of the executive officers of the Company, including the chief
executive officer, and the implementation of any compensation
program for the benefit of any executive officer of the Company.
The Compensation Committees responsibilities to the Board
of Directors are further detailed in the Charter of the
Compensation Committee, a copy of which is available on the
Companys website, at www.menswearhouse.com, under
Corporate Governance. During the fiscal year ended
January 29, 2005, the Compensation Committee held two
meetings.
The Board of Directors has a Nominating and Corporate Governance
Committee, each member of which is independent in accordance
with the New York Stock Exchange Listing Standards. During
fiscal 2004, the Nominating and Corporate Governance Committee
was comprised of Messrs. Ray (Chairman), Brutoco and Chopra
and Ms. Mason. Effective as of March 21, 2005, the
members of the Nominating and Corporate Governance Committee are
Messrs. Ray (Chair), Brutoco and Chopra. It is the duty of
the Nominating and Corporate Governance Committee to develop and
recommend to the Board of Directors a set of corporate
governance principles for the Company, study and review with
management the overall effectiveness of the organization of the
Board of Directors and the conduct of its business and report
and make recommendations to the Board of Directors as
appropriate, and consider candidates to be elected directors and
recommend to the Board of Directors the nominees for directors.
The Nominating and Corporate Governance Committees
responsibilities to the Board of Directors are further detailed
in the Charter of the Nominating and Corporate Governance
Committee, a copy of which is available on the Companys
website, at www.menswearhouse.com, under Corporate
Governance. The Nominating and Corporate Governance Committee
normally does not consider unsolicited director nominees put
forth by shareholders because the need for a new director
generally only occurs on limited occasions when a director
position becomes open as a result of a decision to increase the
size of the Board or if a director retires or resigns. If and
when such an event might occur, the Board of Directors feels
that it is in the best interest of the Company to focus the
Companys resources on evaluating candidates at the
appropriate time and who come to the Company through reputation
or a relationship which initially validates the reasonableness
of the person as a candidate or through professional search
processes that do the same. During the fiscal year ended
January 29, 2005, the Nominating and Corporate Governance
Committee held two meetings.
During the fiscal year ended January 29, 2005, no director
attended fewer than 75% of all of the meetings of the Board of
Directors and of any committee of which such director was a
member, except for Dr. Chopra.
5
Audit Committee Report
In accordance with its written charter adopted by the Board of
Directors, the Audit Committee of the Board of Directors assists
the Board in fulfilling its responsibility for oversight of the
quality and integrity of the accounting, auditing and financial
reporting practices of the Company.
In discharging its oversight responsibility as to the audit
process, the Audit Committee obtained from the independent
auditors a formal written statement describing all relationships
between the auditors and the Company that might bear on the
auditors independence consistent with Independence
Standards Board Standard No. 1, Independence
Discussions with Audit Committees, discussed with the
auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors
independence. The Audit Committee also discussed with management
and the independent auditors the quality and adequacy of the
Companys internal controls. The Audit Committee reviewed
with the independent auditors their audit plan, audit scope, and
identification of audit risks.
The Audit Committee discussed and reviewed with the independent
auditors all communications required by generally accepted
auditing standards, including those described in Statement on
Auditing Standards No. 61, as amended, Communication
with Audit Committees and, with and without management
present, discussed and reviewed the results of the independent
auditors examination of the financial statements.
The Audit Committee reviewed and discussed the audited financial
statements of the Company as of and for the fiscal year ended
January 29, 2005, with management and the independent
auditors. Management has the responsibility for the preparation
of the Companys financial statements and the independent
auditors have the responsibility for the examination of those
statements.
Based on the above-mentioned review and discussions with
management and the independent auditors, the Audit Committee
recommended to the Board of Directors that the Companys
audited financial statements be included in its Annual Report on
Form 10-K for the fiscal year ended January 29, 2005,
for filing with the Securities and Exchange Commission. The
Audit Committee also approved the reappointment of the
independent auditors.
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AUDIT COMMITTEE |
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William B. Sechrest, Chairman |
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Rinaldo S. Brutoco |
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Kathleen Mason |
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of the Record
Date (except as noted below), with respect to the beneficial
ownership of Common Stock by (i) each director,
(ii) each nominee for director, (iii) each executive
officer named in the Summary Compensation Table below,
(iv) each shareholder known by the Company to be the
beneficial owner of more than 5% of the Common Stock and
(v) 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.
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% of | |
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Number | |
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Outstanding | |
Name |
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Of Shares | |
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Shares | |
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PRIMECAP Management Company
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3,309,255 |
(1) |
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9.2 |
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225 South Lake Avenue #400
Pasadena, California 91101 |
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Vanguard HorizonFunds-Vanguard Capital Opportunity Fund
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2,600,000 |
(2) |
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7.2 |
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100 Vanguard Blvd.
Malvern, Pennsylvania 19355 |
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Friess Associates LLC
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2,520,000 |
(3) |
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7.0 |
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115 E. Snow King
Jackson, Wyoming 83001 |
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Barclays Global Investors, NA
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1,861,601 |
(4) |
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5.2 |
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45 Fremont Street
San Francisco, California 94105 |
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George Zimmer(5)
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2,849,629 |
(6)(7)(8) |
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7.9 |
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David H. Edwab
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167,649 |
(7)(8)(9)(10) |
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* |
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Rinaldo S. Brutoco
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13,500 |
(11) |
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* |
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Sheldon I. Stein
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25,718 |
(12) |
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* |
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Michael L. Ray, Ph.D.
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6,000 |
(13) |
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* |
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Kathleen Mason
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12,000 |
(14) |
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* |
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Deepak Chopra, M.D.
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3,000 |
(15) |
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* |
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William B. Sechrest
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3,000 |
(15) |
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* |
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Eric J. Lane
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2,009 |
(8) |
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* |
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Charles Bresler, Ph.D.
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549 |
(8) |
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* |
|
Neill P. Davis
|
|
|
19,283 |
(8)(16) |
|
|
* |
|
All executive officers and directors as a group (19 Persons)
|
|
|
3,818,244 |
(6)(7)(8)(9)(17) |
|
|
|
|
|
|
|
|
(18)(19)(20) |
|
|
10.5 |
|
|
|
|
|
(1) |
Based on a Schedule 13G filed on March 31, 2005,
PRIMECAP Management Company has sole voting power with respect
to 616,955 of these shares, neither sole nor shared voting power
with respect to the remainder of these shares and sole
dispositive power with respect to all of these shares. |
|
|
(2) |
Based on a Schedule 13G filed on February 11, 2005,
Vanguard HorizonFunds-Vanguard Capital Opportunity Fund has sole
voting power with respect to all of these shares and neither
sole nor shared dispositive power with respect to any of these
shares. |
|
|
(3) |
Based on a Schedule 13G filed on February 14, 2005,
Friess Associates LLC has sole voting and dispositive power with
respect to all of these shares. |
|
|
(4) |
Based on a Schedule 13G filed on February 14, 2005,
Barclays Global Investors, NA., and certain of its affiliates,
have sole voting power with respect to 1,710,334 of these
shares, neither sole nor shared voting |
7
|
|
|
|
|
power with respect to the remainder of these shares and sole
dispositive power as to all of these shares. The shares are held
in trust accounts for the economic benefit of the beneficiaries
of those accounts. |
|
|
(5) |
The business address of the shareholder is
40650 Encyclopedia Circle, Fremont, California 94538-2453. |
|
|
(6) |
Includes 2,805,683 shares held by George Zimmer in his
capacity as trustee for the George Zimmer 1988 Living Trust. |
|
|
(7) |
Excludes 69,357 shares held by The Zimmer Family Foundation
with respect to which this officer and director has shared
voting and dispositive power but with regard to which such
officer and director disclaims beneficial ownership. |
|
|
(8) |
Includes 43,946 shares, 1,568 shares,
1,859 shares, 549 shares, 206 shares and
81,213 shares, respectively, allocated to The Mens
Wearhouse, Inc. Employee Stock Plan (the ESP)
accounts of Messrs. George Zimmer, David Edwab, Eric Lane,
Charles Bresler and Neill Davis and to certain executive
officers included in all executive officers and directors of the
Company as a group, under the ESP. The ESP provides that
participants have voting power with respect to these shares but
do not have investment power over these shares. |
|
|
(9) |
Includes 1,081 shares held by David H. Edwab in his
capacity as trustee of the David H. Edwab and Mary Margaret
Edwab Family Trust. |
|
|
(10) |
Includes 165,000 shares that may be acquired within
60 days upon exercise of stock options. |
|
(11) |
Includes 10,000 shares that may be acquired within
60 days upon the exercise of stock options. |
|
(12) |
Includes 22,000 shares that may be acquired within
60 days upon the exercise of stock options and includes
1,718 shares held by Mr. Steins son. |
|
(13) |
Includes 4,000 shares that may be acquired within
60 days upon the exercise of stock options. |
|
(14) |
Includes 10,000 shares that may be acquired within
60 days upon the exercise of stock options. |
|
(15) |
Represents 1,000 shares that may be acquired within
60 days upon the exercise of stock options. |
|
(16) |
Includes 9,497 shares that may be acquired within
60 days upon the exercise of stock options and
80 shares allocated to the account of Mr. Davis under
The Mens Wearhouse, Inc. 401(k) Savings Plan. |
|
(17) |
Includes 292,497 shares that may be acquired within
60 days upon the exercise of stock options. |
|
(18) |
Includes 2,511 shares allocated to the 401(k) Savings
Plan accounts of certain executive officers of the Company. The
401(k) Savings Plan provides that participants have voting
and investment power over these shares. |
|
(19) |
Includes 1,761 shares allocated to the Employee Stock
Discount Plan (the ESDP) accounts of certain
executive officers of the Company. The ESDP provides that
participants have voting power with respect to these shares and
investment power over these shares. |
|
(20) |
Includes 4,450 shares held by family members of certain
executive officers and directors of the Company. |
8
EXECUTIVE OFFICERS
The following table lists the name, age, current position and
period of service with the Company of each executive officer.
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.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive | |
|
|
|
|
|
|
Officer | |
Name |
|
Age | |
|
Position with the Company |
|
Since | |
|
|
| |
|
|
|
| |
George Zimmer
|
|
|
56 |
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
1974 |
|
David H. Edwab
|
|
|
50 |
|
|
Vice Chairman of the Board
|
|
|
1991 |
|
Charles Bresler, Ph.D.
|
|
|
56 |
|
|
President
|
|
|
1993 |
|
Neill P. Davis
|
|
|
48 |
|
|
Executive Vice President, Chief Financial Officer and Principal
Financial Officer
|
|
|
1997 |
|
Douglas S. Ewert
|
|
|
41 |
|
|
Executive Vice President and Chief Operating Officer
|
|
|
2000 |
|
Eric J. Lane
|
|
|
45 |
|
|
Executive Vice President
|
|
|
1993 |
|
Pasquale De Marco
|
|
|
44 |
|
|
President Moores Retail Group Inc.
|
|
|
2003 |
|
Chris Zender
|
|
|
41 |
|
|
President K&G Mens Company
|
|
|
2004 |
|
Gary G. Ckodre
|
|
|
55 |
|
|
Senior Vice President Chief Compliance Officer
|
|
|
1992 |
|
James E. Zimmer
|
|
|
53 |
|
|
Senior Vice President Merchandising
|
|
|
1975 |
|
Diana M. Wilson
|
|
|
57 |
|
|
Senior Vice President, Principal Accounting Officer
|
|
|
2003 |
|
Scott K. Waltz
|
|
|
41 |
|
|
Senior Vice President, Chief Marketing Officer
|
|
|
2004 |
|
Jerry L. Lovejoy
|
|
|
51 |
|
|
Vice President and General Counsel
|
|
|
2003 |
|
See the table under Election of Directors for the
past business experience of Messrs. George Zimmer and David
Edwab.
Charles Bresler, Ph.D. joined the Company in 1993.
From 1993 to 1998, he served as Senior Vice
President Human Development. In February 1998, he
was named Executive Vice President. In March 2003, he was
renamed Executive Vice President Stores, Marketing
and Human Development. Effective as of January 31, 2005, he
was named President of the Company.
Neill P. Davis joined the Company in 1997 as Vice
President and Treasurer. In November 2000, he was named Senior
Vice President, Chief Financial Officer and Treasurer, and in
March 2001 he was named Principal Financial Officer. In March
2002, he was promoted to Executive Vice President and remained
Chief Financial Officer, Treasurer and Principal Financial
Officer. In March 2003, he was named Executive Vice President,
Chief Financial Officer and Principal Financial Officer.
Douglas S. Ewert joined the Company in 1995. From 1996 to
1999, he served as General Merchandise Manager. From 1999 to
2000, he served as Vice President Merchandising and
General Merchandise Manager. In April 2000, he was named Senior
Vice President Merchandising, and in March 2001 he
was named Executive Vice President and Chief Operating Officer,
K&G Mens Company. In March 2002, he was named
Executive Vice President and General Merchandise Manager.
Effective as of January 31, 2005, he was named Executive
Vice President and Chief Operating Officer.
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. In February 1997, Mr. Lane became Chief
Operating Officer of the Company, and in November 2000 he was
named President of the Company. Effective as of January 31,
2005, Eric J. Lane resigned from his position as President and
Chief Operating Officer of the Company and was named Executive
Vice President. Mr. Lane will retire from his employment
with the Company later this year.
9
Pasquale De Marco joined the Company as the Chief
Financial Officer of Moores Retail Group Inc.
(Moores) following the closing of the merger of a
wholly owned subsidiary of the Company with Moores on
February 10, 1999. Prior to the merger, Mr. De Marco
had been the Chief Financial Officer of Moores Retail Group Inc.
since its inception. In March 2003, Mr. De Marco was named
President Moores Retail Group Inc.
Chris Zender joined the Company in September 2001 as Vice
President of Store Operations of the Companys Twin Hill
Corporate Sales Division. In November 2002, he was named Vice
President of Store Operations for K&G Mens Company. In
February 2005, he was named President K&G
Mens Company. Prior to joining the Company, he was the
Chief Operating Officer of Value City Department Stores from
1999-2001.
Gary G. Ckodre joined the Company in 1992. In February
1997, he was named Vice President Finance and
Principal Financial and Accounting Officer, and in March 2001 he
was named Senior Vice President and Principal Accounting
Officer. In March 2003, he was named Senior Vice
President Finance. In March 2004, he was named
Senior Vice President Chief Compliance Officer.
James E. Zimmer has served as Senior Vice
President Merchandising since 1975. Mr. J.
Zimmer served as a director of the Company until June 2002 when
he chose not to seek re-election.
Diana M. Wilson joined the Company in March 1999 as
Corporate Controller. In March 2001, she was named Vice
President and Corporate Controller, and, in March 2002, she was
named Vice President Finance. In March 2003, she was
named Vice President Principal Accounting Officer.
In March 2005, she was named Senior Vice President
Principal Accounting Officer.
Scott K. Waltz joined the Company as Senior Vice
President, Chief Marketing Officer in November 2004. Prior to
joining the Company, Mr. Waltz was a Partner at 360 Group,
a leading independent database marketing firm and agency partner
to Mens Wearhouse from 2002 to 2004. Prior to his joining
360 Group, he served as Senior Vice President, Chief Marketing
Officer for AllBusiness from 1999 to 2002.
Jerry L. Lovejoy joined the Company in January 2003 as
Vice President and General Counsel. Prior to joining the
Company, Mr. Lovejoy was the Division Counsel of the West
Division of McDonalds Corporation, the Oak Brook, Illinois
fast food chain, from 1999 to 2003. Prior to his employment with
McDonalds Corporation, he served as Vice President and
General Counsel of Baskin-Robbins, Inc. from 1995 to 1999.
George Zimmer and James E. Zimmer are brothers.
10
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 Companys five most
highly compensated executive officers, including the Chief
Executive Officer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term | |
|
|
|
|
|
|
|
|
Compensation | |
|
|
|
|
|
|
Annual Compensation | |
|
Awards | |
|
|
|
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
Other Annual | |
|
Securities | |
|
All Other | |
|
|
|
|
|
|
Compensation | |
|
Underlying | |
|
Compensation | |
Name and Principal Position |
|
Year | |
|
Salary($)(1) | |
|
Bonus($)(2) | |
|
($)(3) | |
|
Options(8) | |
|
($)(9) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
George Zimmer
|
|
|
2004 |
|
|
|
428,077 |
|
|
|
166,000 |
|
|
|
693,157 |
(4) |
|
|
|
|
|
|
403 |
|
|
Chairman of the Board and |
|
|
2003 |
|
|
|
420,000 |
|
|
|
80,000 |
|
|
|
687,947 |
(5) |
|
|
|
|
|
|
363 |
|
|
Chief Executive Officer |
|
|
2002 |
|
|
|
420,000 |
|
|
|
16,500 |
|
|
|
|
|
|
|
|
|
|
|
31,113 |
(10) |
David H. Edwab
|
|
|
2004 |
|
|
|
570,769 |
|
|
|
300,000 |
|
|
|
108,126 |
(6) |
|
|
|
|
|
|
803 |
(11) |
|
Vice Chairman of the Board |
|
|
2003 |
|
|
|
560,000 |
|
|
|
300,000 |
|
|
|
149,233 |
(6) |
|
|
|
|
|
|
363 |
|
|
|
|
|
2002 |
|
|
|
540,077 |
|
|
|
|
|
|
|
46,655 |
(5) |
|
|
100,000 |
|
|
|
2,224 |
(12) |
Eric J. Lane
|
|
|
2004 |
|
|
|
423,461 |
|
|
|
166,000 |
|
|
|
58,973 |
(7) |
|
|
|
|
|
|
803 |
(11) |
|
Executive Vice President |
|
|
2003 |
|
|
|
410,000 |
|
|
|
100,000 |
|
|
|
91,106 |
(7) |
|
|
|
|
|
|
763 |
(11) |
|
|
|
|
2002 |
|
|
|
410,000 |
|
|
|
33,000 |
|
|
|
66,951 |
(7) |
|
|
100,000 |
|
|
|
769 |
(11)(13) |
Charles Bresler, Ph.D.
|
|
|
2004 |
|
|
|
339,565 |
|
|
|
166,000 |
|
|
|
|
|
|
|
|
|
|
|
803 |
(11) |
|
President |
|
|
2003 |
|
|
|
335,458 |
|
|
|
120,000 |
|
|
|
|
|
|
|
|
|
|
|
763 |
(11) |
|
|
|
|
2002 |
|
|
|
330,000 |
|
|
|
40,000 |
|
|
|
|
|
|
|
100,000 |
|
|
|
401 |
(11) |
Neill P. Davis
|
|
|
2004 |
|
|
|
319,500 |
|
|
|
170,131 |
|
|
|
|
|
|
|
40,000 |
|
|
|
803 |
(11) |
|
Executive Vice President, |
|
|
2003 |
|
|
|
304,962 |
|
|
|
143,190 |
|
|
|
|
|
|
|
35,000 |
|
|
|
763 |
(11) |
|
Chief Financial Officer and |
|
|
2002 |
|
|
|
300,000 |
|
|
|
76,223 |
|
|
|
|
|
|
|
26,500 |
|
|
|
305 |
(11) |
|
Principal Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents salary for 52 weeks in fiscal years 2002 and
2003 and 53 weeks in fiscal year 2004. |
|
|
(2) |
Represents bonus paid relating to services performed in the
indicated fiscal year. |
|
|
(3) |
Unless otherwise set forth, 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. |
|
|
(4) |
Includes $605,337 paid in connection with insurance premiums
(see Split-Dollar Life Insurance Agreements) and
$87,820 in incremental cost associated with
Mr. Zimmers personal use of the corporate aircraft. |
|
|
(5) |
Represents amount paid in connection with insurance premiums
(see Split-Dollar Life Insurance Agreements). |
|
|
(6) |
Includes $62,466 and $113,159 paid to Mr. Edwab in 2004 and
2003, respectively, in connection with insurance premiums (see
Split-Dollar Life Insurance Agreements) and $45,660
and $36,074 paid in 2004 and 2003, respectively, as perquisites
under his employment agreement. |
|
|
(7) |
Includes $31,956, $37,074 and $41,995 paid to Mr. Lane in
2004, 2003 and 2002, respectively, in connection with the
repayment of loans to Mr. Lane (see Certain
Relationships and Related Transactions). Also includes
$27,017, $54,032 and $24,956 in 2004, 2003 and 2002,
respectively, paid in connection with insurance premiums (see
Split-Dollar Life Insurance Agreements). |
|
|
(8) |
Represents number of options granted to the named executive
officer. |
|
|
(9) |
Represents the amount of the Companys contribution to the
ESP allocated in the indicated year to the account of the named
executive officer. |
|
|
(10) |
Also includes $30,912 in 2002 for the allocated dollar value of
the benefits to Mr. Zimmer of life insurance premiums paid
on his behalf, subject to certain split-dollar provisions in
favor of the Company. |
11
|
|
(11) |
Also includes $400, $400 and $200 of the Companys matching
contributions to the 401(k) Savings Plan allocated in 2004, 2003
and 2002, respectively, to the account of the named executive
officer. |
|
(12) |
Also includes $2,023 in 2002 for the allocated dollar value of
the benefits to Mr. Edwab of life insurance premiums paid
on his behalf, subject to certain split-dollar provisions in
favor of the Company. |
|
(13) |
Also includes $368 in 2002 for the allocated dollar value of the
benefits to Mr. Lane of life insurance premiums paid on his
behalf, subject to certain split-dollar provisions in favor of
the Company. |
Employment Agreement
To induce David H. Edwab to re-join the Company, the Company
entered into an Employment Agreement with Mr. Edwab
effective as of February 3, 2002 (as amended and restated
effective as of February 3, 2003, the Employment
Agreement) for an initial term beginning February 3,
2002 and extending through February 2, 2007. Under the
Employment Agreement the Company agreed, among other things, to:
|
|
|
|
|
pay Mr. Edwab an annual base salary of $560,000, plus
$40,000 per year for reimbursement of various business
related expenses, including automobile and club membership
expenses; |
|
|
|
provide disability and medical insurance coverage and certain
other benefits provided to other employees; |
|
|
|
pay Mr. Edwab a bonus of $300,000 (the Bonus)
on each of January 3, 2004 and February 3, 2004; |
|
|
|
pay Mr. Edwab a bonus of $2,400,000 (the Long-Term
Incentive Bonus) at the end of the term of the Employment
Agreement, which bonus accrues at a rate of $50,000 per
month and is subject to an offsetting credit equal to the
Stock Option Value (as defined in the Employment
Agreement) of those stock options held by Mr. Edwab on the
date of the Employment Agreement and those stock options issued
to him subsequent thereto; provided that if the Employment
Agreement is terminated prior to February 2, 2007 and the
Stock Option Value exceeds the accrued Long-Term Incentive Bonus
at the time of termination, the Company is entitled to a credit
against any payment it otherwise would be required to make equal
to the lesser of such excess or $600,000 (the Stock Option
Value Credit); and |
|
|
|
make the premium payments on the insurance policies referred to
and covered by the split-dollar life insurance agreement between
the Company and Mr. Edwab (see discussion of
Split-Dollar Life Insurance Agreements below) as
additional compensation with an additional payment to cover the
taxes due on such compensation. |
The Company may terminate Mr. Edwabs 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 Companys obligations under the
Employment Agreement, and if at the time of such termination the
Stock Option Value would be a positive number, Mr. Edwab
shall forfeit his existing stock options and subsequent stock
options then exercisable having a Stock Option Value equal to
the lesser of the then total Stock Option Value or $600,000. If
the Company terminates Mr. Edwabs employment without
cause or Mr. Edwab terminates his employment
for good reason (as defined in the Employment
Agreement), then the Company will be required to pay
Mr. Edwab a lump sum payment equal to all amounts owed
through the date of termination as well as the accrued Long-Term
Incentive Bonus plus the Bonus, if they have not been paid,
minus the Stock Option Value and Mr. Edwab will continue to
receive his base salary at the then current rate and all
benefits to which Mr. Edwab is entitled under the
Employment Agreement for a period of two years following the
date of termination.
If the Company does not offer Mr. Edwab the opportunity to
enter into a new employment agreement prior to February 2,
2006, with terms, in all respects, no less favorable to
Mr. Edwab than the terms of the Employment Agreement and
with a term lasting until at least February 2, 2009,
Mr. Edwab shall have the right to elect to terminate his
employment effective as of February 2, 2007. In the event
of such termination,
12
he will be entitled to continue to receive (a) his base
salary at the then current rate for a period of one year
following the date of termination (provided that the Company
shall be entitled to a credit against payments of such base
salary equal to the Stock Option Value Credit, if any) and
(b) all other benefits to which he is entitled under the
Employment Agreement for a period of two years following the
date of termination. If the Company offers Mr. Edwab a new
employment agreement and Mr. Edwab declines to accept it,
his employment will terminate on February 2, 2007, at which
time he will be entitled to all compensation, rights and
benefits accrued at such date. However, if the Company notifies
Mr. Edwab prior to February 2, 2006 that it does not
wish to enter into a new employment agreement following the
termination of the existing Employment Agreement, Mr. Edwab
shall be entitled to continue to receive (a) his base
salary at the then current rate for a period of one year
following the date of termination (provided that the Company
shall be entitled to a credit against payments of such base
salary equal to the Stock Option Value Credit, if any) and
(b) all other benefits to which he is entitled under the
Employment Agreement for a period of two years following
termination at the end of the term of this Agreement.
In addition to any continuation of benefits provided for in the
Employment Agreement, the Company shall continue to maintain the
split dollar life insurance policies, including the
transferability provisions thereof, maintained by the Company
for the benefit of Mr. Edwab for a period of two years
following the date of termination of the Employment Agreement.
Under the Employment Agreement, Mr. Edwab has agreed not to
compete with the Company during the term thereof and for a
period of one year thereafter.
Succession Agreement
Effective as of February 1, 2005, Mr. Lane
voluntarily, and at his request, stepped down as President and
Chief Operating Officer of the Company and will serve as
Executive Vice President of the Company through July 31,
2005. To provide for effective succession and transition of key
executive positions within the Company, the Company entered into
a Succession Agreement with Mr. Lane dated March 4,
2005 (the Succession Agreement). Pursuant to the
Succession Agreement, Mr. Lane will receive his regular
salary through July 31, 2005 and will be eligible to
receive a discretionary bonus at the time the Company pays
discretionary bonuses to executive officers for performance in
fiscal 2005 in an amount to be determined by the Chief
Executive Officer of the Company in his discretion but not to
exceed 50% of the maximum bonus Mr. Lane would have been
entitled to receive had he continued as President of the Company
for all of fiscal year 2005.
In addition, under the terms of the Succession Agreement, the
Company shall pay to Mr. Lane a lump sum payment equal to
$2,000,000 minus his assumed gain on the exercise of all options
currently held by Mr. Lane which are or become vested prior
to August 1, 2005. The assumed gain shall equal
the aggregate of the difference between the prices at which
Mr. Lane sells shares of common stock received upon
exercise of the options and the option exercise prices plus,
with respect to options not exercised prior to August 1,
2005 or shares received upon exercise of options that are not
sold prior to August 1, 2005, the difference between the
greater of (i) $36.12, and (ii) the closing price on
the New York Stock Exchange on July 31, 2005 and the option
exercise prices. All options to purchase shares of the
Companys common stock held by Mr. Lane that have not
vested by July 31, 2005 shall be cancelled and
Mr. Lane shall have no rights with respect thereto.
Mr. Lane exercised all his vested options in April 2005 and
the Company no longer has any payment obligations for the
$2,000,000 lump sum payment.
Effective as of August 1, 2005, Mr. Lane shall be
retired from and no longer employed by the Company. However,
pursuant to the terms of the Succession Agreement, Mr. Lane
shall provide consulting services to the Company for a period
from August 1, 2005 through July 31, 2010, that shall
include, but not be limited to, assisting the new President and
the new Chief Operating Officer in transitioning into and
learning the duties and responsibilities of their new positions
and assisting the Company with its outsourcing programs. As
payment for such consulting services, the Company has agreed to
pay Mr. Lane an annual consulting fee of $110,000, plus
reimburse him for reasonable and necessary out of pocket
expenses arising out of providing such consulting services;
provided, however, that in the event the Company determines
that, as a result of
13
recent tax legislation and the rules and regulations related
thereto, the payment of the annual consulting fee would or may
be treated as a deferred payment subject to a 20% excise tax
thereon, the Company shall pay to Mr. Lane on
August 1, 2005 a one time consulting fee of $500,000
subject to full or partial repayment if Mr. Lane shall fail
to provide the consulting services required under the Succession
Agreement.
Under the Succession Agreement, Mr. Lane has agreed not to
compete with the Company upon his retirement for a period of
five years thereafter.
The Company has also agreed to provide medical insurance to
Mr. Lane and his family at all times similar to coverage
under the Companys then existing employee medical
insurance plan available to the Companys executive
officers until Mr. Lane is eligible for Medicare coverage,
provided that Mr. Lane pays normal contributions paid by
the Companys executive officers with a similar coverage
situation and provided further that if Mr. Lane is employed
by an employer that provides medical insurance Mr. Lane
will participate in such coverage and the payment Mr. Lane
is required to make to the Company shall be reduced by the
amount of the payment he makes for such coverage and the
Companys obligation to provide insurance shall be
secondary to such coverage; but provided further that if medical
professionals, treatments, facilities or services are covered by
the Companys existing plan and not covered under
Lanes new employers plan, Lane shall be provided
primary coverage by the Company.
Split-Dollar Life Insurance Agreements
The George Zimmer 1988 Living Trust is presently the owner of
2,805,683 shares of Common Stock. The Company has been
advised that in the event of the death of George Zimmer, his
estate may be required to publicly sell all or substantially all
of such shares to satisfy estate tax obligations. The public
sale of such number of shares may destabilize the market for the
Companys publicly traded stock. Accordingly, in November
1994, an agreement was entered into (commonly known as a
split-dollar life insurance agreement) under the terms of which
the Company makes advances of the premiums for certain life
insurance policies on the life of George Zimmer with an
aggregate face value, as amended, of $25,500,000 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. The proceeds of these policies are intended to
provide Mr. Zimmers estate with enough liquidity to
avoid destabilizing sales of Common Stock.
The Company has also entered into split-dollar life insurance
agreements with Mr. Edwab under the terms of which the
Company made advances of the premiums on $3,000,000 in life
insurance policies owned by a trust established by
Mr. Edwab 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.
Additionally, the Company has entered into a split-dollar life
insurance agreement with Eric Lane under the terms of which the
Company made advances of the premiums for a life insurance
policy with an aggregate face value of $2,000,000 purchased by
Mr. Lane on his life. Mr. Lane has repaid the advances.
In light of the provisions of the Sarbanes-Oxley Act of 2002
which prohibit the Company from making loans to its officers and
directors (which may encompass the advancement of premiums for
life insurance policies even though secured by the cash payable
pursuant to such policies), the Company has ceased making
premium payments as loans to Messrs. Zimmer, Edwab and
Lane. The Company has elected to pay the premiums on behalf of
Messrs. Zimmer, Edwab and Lane as additional compensation
with an additional increase in compensation to cover the taxes
due on such compensation.
Pursuant to the terms of Mr. Lanes Succession
Agreement, the Company will pay a bonus to Mr. Lane in the
same manner described above in respect of all premiums due and
payable through the end of the Companys fiscal year 2005.
At that time, Mr. Lane as the owner of the policy has
elected to continue such life insurance and will pay the premium
thereon and the Company has released any lien thereon.
14
Employee Equity Incentive Plans
The Company maintains The Mens Wearhouse, Inc. 1996
Long-Term Incentive Plan (formerly known as the 1996 Stock
Option Plan, the 1996 Plan), 1998 Key Employee Stock
Option Plan (the 1998 Option Plan) and the 2004
Long-Term Incentive Plan (the 2004 Plan)
(collectively, the Plans) for the benefit of its
full-time key employees. The Company also maintained The
Mens Wearhouse, Inc. 1992 Stock Option Plan which expired
in February 2002. Under the 1996 Plan, awards covering up to
1,850,000 shares of Common Stock may be granted. Under the
1998 Option Plan, options to purchase up to
2,100,000 shares of Common Stock may be granted. Under the
2004 Plan, awards covering up to 600,000 shares of Common
Stock may be granted.
The 1998 Plan is administered by the Stock Option Committee of
the Companys Board of Directors which currently consists
of George Zimmer and the 1996 Plan and the 2004 Plan are
administered by the Compensation Committee. The individuals
eligible to participate in the Plans are such full-time key
employees, including officers and employee directors, of the
Company as the respective committees may determine from time to
time. However:
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George Zimmer and James E. Zimmer are not eligible to
participate in the 1996 Plan and the 1998 Option Plan; and |
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no executive officers of the Company may participate in the 1998
Option Plan. |
Under the 1996 Plan and the 2004 Plan, the Compensation
Committee may grant options (both incentive stock options and
nonqualified stock options), stock appreciation rights,
restricted stock, deferred stock units, performance stock
awards, performance units, cash-based awards, and other
stock-based awards. Under the 1998 Option Plan, the Stock Option
Committee may only grant nonqualified stock options. Under the
1998 Option Plan, the purchase price of shares subject to an
option granted under the 1998 Option Plan is determined by the
Stock Option Committee at the date of grant. Generally, the
price at which a nonqualified stock option may be granted may
not be less than 50% of the fair market value of the shares of
Common Stock on the date of grant. Under the 1996 Plan and the
2004 Plan, the purchase price of shares subject to an option
granted under such plans is determined by the Compensation
Committee and may not be less than 100% 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. Unless otherwise provided by the respective
committee, the options 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, (i) 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 (ii) the exercisable period may not exceed five
years from date of grant. Stock appreciation rights
(freestanding or tandem), restricted stock, deferred stock
units, performance stock awards, performance units, other
stock-based awards and cash-based awards may be granted under
the 1996 Plan or the 2004 Plan in such number and upon such
terms and conditions as determined by the Compensation Committee.
Generally, awards granted under the Plans are not transferable
by the holder other than by will or under the laws of descent
and distribution. Options granted under the Plans terminate on
the earlier of (i) the expiration date of the option or
(ii) one day less than one month after the date the holder
of the option terminates his or her employment with the Company
for any reason other than the death, disability or the
retirement of such holder. During such one-month period, the
holder 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 death,
disability or retirement of a holder before the expiration date
of the option, the option terminates on the earlier of such
(i) expiration date or (ii) one year following the
date of severance. During this period the holder, or his or her
heirs, as the case may be, generally may exercise the option in
respect of the number of shares that were vested on the date of
severance because of death, disability or retirement. With
regard to other awards under the 1996 Plan and the 2004 Plan,
the Compensation Committee shall determine the extent to which a
holder shall have the right to receive or exercise such award
following termination of the holders employment with the
Company.
15
Option Grants
The following table sets forth the aggregate option grants
during the last fiscal year to the named executive officers:
Option Grants in Fiscal 2004
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Grant | |
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Shares of | |
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Percent of | |
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Date | |
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Common Stock | |
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Total Options | |
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Exercise | |
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Present | |
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Underlying | |
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Granted to | |
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Price per | |
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Value | |
Name |
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Options(#) | |
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Employees | |
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Share($) | |
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Expiration | |
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($)(1) | |
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George Zimmer
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David H. Edwab
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Eric J. Lane
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Charles Bresler, Ph.D.
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Neill P. Davis
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40,000 |
(2) |
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16.33 |
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23.82 |
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2/13/14 |
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528,812 |
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(1) |
Based upon Black-Scholes option valuation model. The calculation
assumes volatility of 53.96%, a risk free rate of 3.28%, a six
year expected life, turnover of 8.21%, no expected dividends and
option grants at $23.82 per share. The actual value, if
any, which may be realized with respect to any option will
depend on the amount, if any, by which the stock price exceeds
the exercise price on the date the option is exercised. Thus,
such valuation may not be a reliable indication as to value. |
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(2) |
Represents options granted under the 1996 Option Plan which
become exercisable with respect to 5,000 of the shares initially
covered thereby on each of February 13, 2008, 2009 and
2010, an additional 10,000 of the shares initially covered
thereby on February 13, 2011 and an additional 15,000 of
the shares initially covered thereby on February 13, 2012. |
Option Exercises
The following table sets forth the aggregate option exercises
during the last fiscal year and the value of outstanding options
at year-end held by the named executive officers:
Aggregate Option Exercises in Fiscal 2004 and Option Values
at January 29, 2005
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Number of Securities | |
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Value of Unexercised | |
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Shares | |
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Underlying Unexercised | |
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In-the-Money | |
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Acquired on | |
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Value | |
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Options at Year End | |
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Options at Year End($) | |
Name |
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Exercise | |
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Realized($) | |
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Exercisable/Unexercisable | |
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Exercisable/Unexercisable | |
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George Zimmer
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David H. Edwab
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165,000/120,000 |
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2,238,000/1,285,500 |
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Eric J. Lane
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2,813 |
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46,569 |
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108,750/155,000 |
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1,318,001/1,594,375 |
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Charles Bresler, Ph.D.
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45,250 |
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502,390 |
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39,250/147,500 |
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327,163/1,528,188 |
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Neill P. Davis
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13,000 |
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183,408 |
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4,497/104,003 |
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37,314/1,348,786 |
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Compensation of Directors
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 an annual retainer of $24,000.
In addition, members of the Audit Committee receive an annual
retainer of $2,000, or $10,000 for the Chairman of the Audit
Committee, as well as an additional $1,000 for each meeting
attended in person and $500 for each meeting held
telephonically. Members of the Compensation Committee and the
Nominating and Corporate Governance Committee each receive an
annual retainer of $1,000, or $2,000 for the Chairman of each
committee, as well as an additional $1,000 for each meeting
attended in person and $500 for each meeting held
telephonically, of which each of these two committees are
scheduled to hold two meetings per year. Further, under the
Director Plan each person who is a non-employee director on the
last business day of each fiscal
16
year of the Company is granted 1,000 shares of restricted
stock and an option to acquire an additional 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 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.
All restrictions on the restricted stock lapse one year after
the date of grant.
During the fiscal year ended January 29, 2005,
Messrs. Brutoco, Chopra, Ray, Sechrest and Stein and
Ms. Mason earned $30,500, $19,000, $36,000, $19,500,
$42,500 and $39,000, respectively, as compensation for their
service on the Board of Directors. In addition, on
January 28, 2005, the Company granted each of
Messrs. Brutoco, Chopra, Ray, Sechrest and Stein and
Ms. Mason 1,000 shares of restricted stock and an
option to purchase an additional 1,000 shares of Common
Stock at $32.45 per share pursuant to the Director Plan.
17
Performance Graph
The following graph compares, as of each of the dates indicated,
the percentage change in the Companys cumulative total
shareholder return on the Common Stock with the cumulative total
return of the NYSE 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. For periods prior to
October 2, 2000, the Common Stock was quoted on the Nasdaq
National Market.
Measurement Period (Fiscal Year Covered)
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04/15/92 | |
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01/30/93 | |
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01/29/94 | |
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01/28/95 | |
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02/03/96 | |
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02/01/97 | |
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01/31/98 | |
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01/30/99 | |
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01/29/00 | |
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02/03/01 | |
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02/02/02 | |
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02/01/03 | |
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01/31/04 | |
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01/29/05 | |
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Company
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100.00 |
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142.31 |
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304.33 |
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256.73 |
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488.94 |
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460.82 |
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620.91 |
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769.11 |
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626.32 |
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835.44 |
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567.52 |
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363.72 |
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604.64 |
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842.45 |
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Dow Jones US Apparel Retailers
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100.00 |
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107.98 |
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95.00 |
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83.08 |
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91.24 |
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111.31 |
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179.87 |
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311.00 |
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284.22 |
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329.40 |
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286.16 |
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248.27 |
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331.77 |
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401.44 |
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NYSE
Composite Index
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100.00 |
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109.27 |
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121.79 |
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122.23 |
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166.44 |
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204.30 |
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258.65 |
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314.21 |
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315.65 |
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347.97 |
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317.79 |
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261.71 |
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345.68 |
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372.10 |
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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 2004, 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 2004, 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
18
compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive
officers served as a director of the Company.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors of the
Company is pleased to present its 2004 report on executive
compensation. This Compensation Committee report documents
components of the Companys executive officer compensation
programs and describes the basis on which 2004 compensation
determinations were made by the Compensation Committee with
respect to the executive officers of the Company, including the
executive officers that are named in the compensation tables.
The Compensation Committee is comprised entirely of non-employee
directors.
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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
Compensation Committee, serve as the guiding principles for all
compensation decisions:
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Provide a competitive total compensation package that enables
the Company to retain key executives. |
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Integrate pay programs with the Companys annual and
long-term business objectives and strategy, and focus executive
behavior on the fulfillment of those objectives. |
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Provide variable compensation opportunities that are directly
linked to the performance of the Company and that align
executive remuneration with the interests of shareholders. |
The Compensation Committee believes that the Companys
current executive compensation program is consistent with these
objectives.
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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 Companys compensation philosophy
is to control compensation costs and to place greater emphasis
on incentive compensation based on results. Accordingly, the
Compensation Committee believes that the Companys 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, breadth of knowledge, external pay practices and
overall financial results.
Incentive Compensation. The Companys philosophy is
to use a combination of annual and long-term compensation
methods for the Companys management other than the Chief
Executive Officer who holds significant ownership interests in
the Company and has declined the opportunity to participate in
equity compensation arrangements. It is the belief of the
Compensation Committee that incentives through stock option or
restricted stock participation at this time for the Chief
Executive Officer would not significantly affect the short-term
or long-term perspective of this individual with respect to the
equity performance of the Company.
The Compensation Committee adopted a bonus program for 2004 in
which executive officers participate. The maximum bonus set for
each of the named executive officers is based upon the total
compensation package of the officer relative to his duties and
is $200,000, except for Mr. Edwab whose bonus is determined
under the terms of his Employment Agreement.
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, and
(iii) the officer attaining personal goals. Each of
19
the first two criteria are quantitative, while the third
criterion is subjective. The Companys bonus program for
the majority of the work force is based on attaining similar
goals as well as shrinkage goals.
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Discussion of 2004 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 Companys founders.
In determining Mr. Zimmers compensation for 2004, the
Compensation Committee considered the Companys 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 Compensation Committee believed comparable to the
Companys. The Compensation Committee also reviewed more
subjective factors, such as development and implementation of
the corporate strategies to enhance shareholder value and the
Companys overall corporate philosophy. The Compensation
Committee also took into consideration the amount paid by the
Company to Mr. Zimmer to pay the premiums on the
split-dollar life insurance policies. The Compensation Committee
feels that Mr. Zimmers compensation program for 2004
and 2005 is conservative in light of his contributions to the
Company and the Companys success.
Base Salary. Mr. Zimmers base salary for
fiscal 2004 was $420,000. While the Compensation Committee
believes that the performance of Mr. Zimmer and the Company
would justify a substantial increase in Mr. Zimmers
base salary and that Mr. Zimmers base salary is
substantially below the median base salary for chief executive
officers of other publicly held companies similar in size to the
Company, Mr. Zimmer has advised the Compensation Committee
that he is satisfied with his current base salary and therefore
no change has been approved for fiscal 2005.
Annual Incentive. Mr. Zimmer was paid a $166,000
bonus under the 2004 bonus program. Mr. Zimmer will be
eligible for a bonus of up to $200,000 in 2005 based on:
(i) the Company attaining sales goals, (ii) the
Company attaining net income goals, and
(iii) Mr. Zimmer attaining certain personal goals.
Each of the first two criteria are quantitative, while the third
criterion is subjective. The Compensation Committee believes the
Companys cash incentive bonus program for Mr. Zimmer
is conservative compared to other publicly held companies
similar in size to the Company.
Split-dollar Life Insurance Premiums. In the past the
Company paid the premiums on a split-dollar life insurance
policy owned by Mr. Zimmer under an arrangement where the
Company would be reimbursed for the aggregate amount of such
premiums from the cash proceeds of the policy before any payment
was made thereunder to Mr. Zimmer or the policys
beneficiaries. Because of changes in law, it became uncertain as
to whether the Company could continue to make such premium
payment advances under the split-dollar insurance arrangement.
Because Common Stock represents a substantial portion of
Mr. Zimmers estate, in the event of his death, his
estate might be forced to sell Common Stock under circumstances
that would be adverse to the Company and its shareholders unless
the estate had other significant sources of liquidity. The
split-dollar life insurance policy creates a significant source
of liquidity to the estate. As a result of this factor, and the
fact that the Compensation Committee believed that
Mr. Zimmers total compensation package was
substantially below the median market level, the Compensation
Committee approved the continued payment of the split-dollar
life insurance premiums by the Company as additional
compensation to Mr. Zimmer and approved the payment to
Mr. Zimmer of an additional amount to reimburse him for
taxes he would owe as a result of the additional compensation
and the tax reimbursement payment.
It is the opinion of the Compensation Committee that the total
compensation program for 2004 for the executive officers
relative to the Companys performance was reasonable and
that the compensation to George Zimmer, including that
associated with the payments with respect to the split-dollar
life insurance, remains
20
modest in light of the Companys achievements and the total
compensation packages provided to chief executive officers by
other publicly held clothing retailers.
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COMPENSATION COMMITTEE |
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Kathleen Mason, Chair |
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Rinaldo S. Brutoco |
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Sheldon I. Stein |
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Deepak Chopra, M.D. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 16, 2004, we purchased a store (land and
building, which we had been leasing) in Dallas, Texas for
$1.0 million from 8239 Preston Road, Inc., a Texas
corporation of which George Zimmer, Chairman of the Board and
Chief Executive Officer of the Company, James E. Zimmer, Senior
Vice President Merchandising of the Company, and
Richard Goldman, a former officer and director of the Company,
each owned 20% of the outstanding common stock, and Laurie
Zimmer, sister of George and James E. Zimmer, owned 40% of the
outstanding common stock. During 2004, the Company paid
aggregate rentals on such property of $36,900 to 8239 Preston
Road, Inc.
On August 20, 2004, we purchased a 1980 Gulfstream III
aircraft from Regal Aviation L.L.C. (Regal Aviation)
for $5.0 million. Regal Aviation operates a private air
charter service and is a limited liability company of which
George Zimmer owns 99%. In addition, on August 20, 2004, we
entered into a leasing arrangement with Regal Aviation under
which Regal Aviation will operate, manage and market the
aircraft as well as provide the appropriate flight personnel and
services. The aircraft will be utilized to provide air
transportation from time to time for employees of the Company as
well as be leased to third parties for charter. Prior to the
purchase of the aircraft from Regal Aviation, the Company
utilized the services of Regal Aviation to provide air
transportation from time to time for employees of the Company.
During 2004, the Company paid approximately $1,177,000 to Regal
Aviation for all such services.
On October 15, 2004, we purchased a warehouse facility
located in Houston, Texas (the Facility) from Zig
Zag for $0.7 million. Zig Zag is a Texas joint venture, in
which George Zimmer, James E. Zimmer and Richard E. Goldman were
the sole and equal joint venturers. Prior to the purchase of the
Facility, we leased the Facility from Zig Zag. During 2004, the
Company paid rentals of $65,000 to Zig Zag.
Based on the results of recent appraisals and review of the
terms of other Regal Aviation leasing arrangements with
unrelated third parties, we believe that the terms of the
aircraft purchase and leasing agreements and the terms of the
store purchase and the Facility purchase are comparable to what
would have been available to us from unaffiliated third parties
at the time such agreements were entered into.
In December 1996, the Company advanced $166,000 to Mr. Lane
to enable him to purchase a residence. Prior to June 2002,
Mr. Lane took further advances of $572,116 on this loan. At
the beginning of fiscal 2004, Mr. Lane had a balance of
$135,231. During 2004, Mr. Lane repaid $30,000 of these
advances and paid the Company $4,243 in interest at an average
rate of 3.5% per annum, resulting in an outstanding balance
of $105,231 as of January 29, 2005.
In April 2002, the Company advanced $220,750 to Mr. Davis
to enable him to purchase a residence. At the beginning of
fiscal 2004, Mr. Davis had a balance of $206,440. During
2004, Mr. Davis repaid $20,000 of this advance and paid the
Company $3,190 in interest. The average interest rate on the
loan during fiscal 2004 was 1.5% per annum. As of
January 29, 2005, the outstanding loan balance was $186,440.
Section 16(a) Beneficial Ownership Reporting
Compliance
To the Companys knowledge, and except as set forth below,
based solely on a review of the copies of the reports required
pursuant to Section 16(a) of the Exchange Act that have
been furnished to the Company and
21
written representations that no other reports were required,
during the fiscal year ended January 29, 2005, all
Section 16(a) filing requirements applicable to its
directors, executive officers and greater than 10% beneficial
owners have been met.
INDEPENDENT AUDITORS
The Audit Committee has approved the appointment of the firm of
Deloitte & Touche LLP (D&T) as
independent auditors for the fiscal year ending January 28,
2006. Representatives of D&T are expected to attend the
Annual Meeting, will be afforded an opportunity to make a
statement if they desire to do so, and will be available to
respond to appropriate questions by shareholders.
Fees for professional services provided by D&T in each of
the last two fiscal years in each of the following categories
are:
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2004 | |
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2003 | |
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Audit Fees(1)
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$ |
1,360,800 |
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$ |
391,700 |
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Audit Related Fees(2)
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39,700 |
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31,200 |
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Tax Fees(3)
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740,400 |
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325,500 |
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All Other Fees(4)
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22,200 |
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60,900 |
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$ |
2,163,100 |
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$ |
809,300 |
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(1) |
Audit fees consist of audit work performed in connection with
the annual financial statements, the reviews of unaudited
quarterly financial statements as well as work generally only
the independent auditor can reasonably provide, such as
consents, comfort letters and review of documents filed with the
Securities and Exchange Commission. In 2004, the audit fees
include the assessment of the Companys internal control
over financial reporting. |
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(2) |
Audit related services represent fees for audits of the
Companys employee benefit plans and information systems
reviews. |
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(3) |
Tax services include fees for a variety of federal, state and
international tax consulting projects and tax compliance
services, including fixed fee payments for certain previously
contingent fee arrangements. |
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(4) |
These fees for other services consist of general tax compliance
software licensing. |
The Audit Committee has considered whether non-audit services
provided by D&T to the Company are compatible with
maintaining D&Ts independence.
The Audit Committee has implemented pre-approval policies and
procedures for all audit and non-audit services. Generally, the
Audit Committee requires pre-approval of any services to be
provided by the Companys independent public accountants to
the Company or any of its subsidiaries. The pre-approval
procedures include the designation of such pre-approval
responsibility to one individual on the Audit Committee,
currently Mr. Sechrest. There were no services approved by
the Audit Committee pursuant to the de minimis exception in
paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X during fiscal 2004.
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 2006
must be received by the Company at its corporate offices, 5803
Glenmont Drive, Houston, Texas 77081-1701, attention: Investor
Relations, or via facsimile at (713) 592-7060, no later
than January 27, 2006, in order to be considered for
inclusion in the proxy statement and form of proxy relating to
that meeting.
22
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.
23
APPENDIX A
CORPORATE GOVERNANCE GUIDELINES
The business and affairs of the Company shall be managed under
the direction of the Board of Directors to enhance the long-term
value of the Company for its share owners. In exercising its
authority to direct, the Board recognizes that the long-term
interests of its share owners are best advanced by appropriate
consideration of other stakeholders and interested parties
including employees and their families, customers, suppliers,
communities and society as a whole. To assist the Board in
fulfilling its responsibilities, it has set forth the following
guidelines for itself:
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1. |
Director Qualification Standards |
A majority of the members of the Board of Directors must qualify
as independent directors in accordance with the applicable
provisions of the Securities Exchange Act of 1934, and the rules
promulgated thereunder and the applicable rules of the New York
Stock Exchange. In addition, at least two-thirds in number (if
two-thirds is not a whole number then at least the nearest whole
number to two-thirds that is less than two-thirds) of the
directors shall meet the following qualifications:
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shall not have been employed by the Company as an executive
officer in the past 10 years. |
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is not an executive officer or director, or a person serving in
a similar capacity with, nor an owner of more than 1% of the
equity of, a significant customer, supplier or service provider
to the Company. For purposes hereof, significant shall mean
circumstances where during the past fiscal year the business
with the customer, supplier or service provider equaled or
exceeded either 1% of the revenue thereof or 1% of the revenue
of the Company. |
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is not personally the accountant, lawyer or financial advisor
for compensation to any executive officer of the Company. |
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is not a trustee, director or officer of any charitable
organization that received contributions during the past fiscal
year aggregating $100,000 or more from the Company. |
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has not within the last three years engaged in a transaction
with the Company required to be disclosed in the Companys
proxy statement pursuant to Subpart 229.400 of
Regulation S-K of the Rules and Regulations of the
Securities and Exchange Commission. |
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is not a father, mother, wife, husband, daughter, son,
father-in-law, mother-in-law, daughter-in-law or son-in-law of a
person who would not meet the foregoing qualifications. |
A director shall not serve on more than four boards of directors
of publicly-held companies (including that of the Company)
unless the full Board determines that such service does not
impair the directors performance of his or her duties to
the Company.
A person shall not stand for election upon reaching the age of
75.
Directors are expected to report changes in their business or
professional affiliations or responsibilities, including
retirement, to the Chairman of the Board and the Chairman of the
Nominating and Corporate Governance Committee. A director should
offer to resign if the Nominating and Corporate Governance
Committee concludes that the director no longer meets the
Companys requirements for service on the Board of
Directors.
The Board believes that directors should be stockholders and
have a financial stake in the Company. The Board recommends that
directors develop an ownership position in the Company equal to
at least $50,000 by fiscal year end 2006 or within three years
of becoming a director whichever is later.
The Nominating and Corporate Governance Committee of the Board
may establish additional qualifications for directors, taking
into account the composition and expertise of the entire Board.
A-1
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2. |
Director Responsibilities |
Directors should exercise their business judgment to act in what
they reasonably believe to be in the best interests of the
Company in a manner consistent with their fiduciary duties.
Directors should regularly attend meetings of the Board of
Directors and of all Board committees upon which they serve. To
prepare for meetings, directors should review the materials that
are sent to directors in advance of those meetings.
The Board of Directors of the Company will schedule regular
executive sessions at least twice a year where non-management
directors (i.e., directors who are not company officers but who
do not otherwise have to qualify as independent
directors) meet without management participation. The Chairman
of the Nominating and Corporate Governance Committee shall be
the presiding director for each executive session. The Board of
Directors will establish methods by which interested parties may
communicate directly with the presiding director or with the
non-management directors of the Board of Directors as a group
and cause such methods to be disclosed.
The Board of Directors shall at all times maintain an Audit
Committee, a Nominating and Corporate Governance Committee and a
Compensation Committee which must operate in accordance with
applicable law, their respective charters as adopted and amended
from time to time by the Board, and the applicable rules of the
Securities and Exchange Commission and the New York Stock
Exchange. The Board may also establish such other committees as
it deems appropriate and delegate to such committees such
authority permitted by applicable law and the Companys
by-laws as the Board sees fit.
The Chairman of the Board shall set the agenda of meetings of
the Board of Directors and the Chairman of each committee shall
set the agenda of meetings of the applicable committee. Any
director may suggest agenda items and may raise at meetings
other matters that the director considers worthy of discussion.
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3. |
Director Access To Management And Independent Advisors |
The Company shall provide each director with complete access to
the management of the Company, subject to reasonable advance
notice to the Company and reasonable efforts to avoid disruption
of the Companys management, business and operations. The
Board of Directors and Board committees, to the extent set forth
in the applicable committee charter, have the right to consult
and retain independent legal and other advisors at the expense
of the Company.
The Board of Directors or an authorized committee thereof will
determine and review the form and amount of director
compensation, including cash, equity-based awards and other
director compensation. In determining director compensation, the
following should be considered: (1) fair and competitive
compensation for the time commitment to appropriately discharge
the work required for a company of similar size and scope;
(2) alignment of the directors interest with the
long-term interests of the Company; and (3) a transparent
and readily understandable compensation program.
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5. |
Ethics and Conflicts of Interest |
All directors are expected to act ethically and in a manner
which brings credit to the Company. Each director shall adhere
to the Companys Code of Conduct. If an actual or potential
conflict of interest arises for a director, the director shall
promptly inform the Chairman of the Board, and if the actual or
potential conflict involves the Chairman of the Board, he or she
shall inform the Chair of the Nominating and Corporate
Governance Committee. All directors will recuse themselves from
any discussion or decision affecting their personal, business or
professional interest in a manner different than the general
interests of the Company and its share owners. The Nominating
and Corporate Governance Committee shall resolve any questions
involving a conflict of interest relating to a director other
than a director who is a member of such Committee. The Board
shall resolve any conflict of interest involving a member of the
Nominating and Corporate Governance Committee.
A-2
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6. |
Director Orientation And Continuing Education |
The Board of Directors or the Company will establish, or
identify and provide access to, appropriate orientation
programs, sessions or materials for newly elected directors of
the Company for their benefit either prior to or within a
reasonable period of time after their nomination or election as
a director. The Board of Directors or the Company will
encourage, but not require, directors to periodically pursue or
obtain appropriate programs, sessions or materials as to the
responsibilities of directors of publicly-traded companies.
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7. |
Management Evaluation And Succession |
The Board of Directors (not including any members of management
of the Company) will conduct an annual review of the performance
and compensation of the Chief Executive Officer, taking into
account the views and recommendations of the Compensation
Committee and Nominating and Corporate Governance Committee, as
applicable, and as set forth in their respective Charters.
The Board of Directors will establish and review such formal or
informal policies and procedures, consulting with the Nominating
and Corporate Governance Committee, the Chief Executive Officer
and others, as it considers appropriate, regarding succession to
the Chief Executive Officer in the event of emergency or
retirement.
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8. |
Annual Performance Evaluation Of The Board |
The Board of Directors will conduct a self-evaluation annually
to determine whether it and its committees are functioning
effectively. The full Board of Directors will discuss the
evaluation report to determine what, if any, action could
improve Board and Board committee performance. The Board of
Directors, with the assistance of the Nominating and Corporate
Governance Committee, as appropriate, shall review these
Corporate Governance Guidelines on an annual basis to determine
whether any changes are appropriate.
Except in unusual circumstances or as required by committee
charters or as requested by senior management, directors are
expected to follow the principle that senior management, as
opposed to individual directors, provides the public voice of
the Company. Directors receiving inquiries from institutional
investors, the press or others should refer them to the Chief
Executive Officer or other appropriate officers of the Company.
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10. |
Amendment, Modification And Waiver |
These Guidelines may be amended, modified or waived by the Board
of Directors and waivers of these Guidelines may also be granted
by the Nominating and Corporate Governance Committee, subject to
the disclosure and other provisions of the Securities Exchange
Act of 1934, the rules promulgated thereunder and the applicable
rules of the New York Stock Exchange.
A-3
THE MENS WEARHOUSE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2005
The undersigned shareholder of The Mens Wearhouse, Inc. (the Company) hereby appoints
George Zimmer and 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 11:30 a.m., Pacific daylight time, on Wednesday, June 29, 2005, at The Westin
St. Francis, 335 Powell Street, San Francisco, California, and at any adjournment or adjournments
thereof.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
THE MENS WEARHOUSE,
INC.
June 29, 2005
Please date, sign and mail
your
proxy card in the
envelope provided as soon
as possible.
êPlease detach along perforated
line and mail in the envelope provided.ê
PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE
x
1. |
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Election of Directors: |
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NOMINEES: |
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FOR ALL NOMINEES |
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George Zimmer David H. Edwab Rinaldo
S. Brutoco |
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WITHHOLD AUTHORITY FOR ALL NOMINEES |
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Michael L. Ray, Ph.D. Sheldon I.
Stein Kathleen Mason
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FOR ALL EXCEPT (See instructions below)
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Deepak
Chopra, M.D. William B. Sechrest |
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INSTRUCTION:
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To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the circle
next to each nominee you wish to withhold, as shown here: l |
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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2. |
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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. |
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This Proxy will be voted
as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR
EACH OF THE NOMINEES LISTED HEREIN. 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
Nominating and Corporate Governance Committee. |
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PLEASE MARK, SIGN, DATE
AND RETURN IMMEDIATELY. |
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Signature of
Shareholder |
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Date: |
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Signature of Shareholder |
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Date: |
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
THE MENS WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29,
2005
The Board of Directors of The Mens Wearhouse, Inc. (the
Company) recommends a vote FOR each of
the nominees listed below. Please provide voting instructions by
marking your choices below.
1. Election of Directors:
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o FOR all nominees
listed, except as indicated to the contrary below
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o WITHHOLD
AUTHORITY to vote for election of all nominees |
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Nominees: |
George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L.
Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak
Chopra, M.D. and William B. Sechrest. |
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(INSTRUCTION: TO WITHHOLD AUTHORITY
TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSONS
NAME IN THE SPACE PROVIDED BELOW.)
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(Continued, and to be signed on reverse side)
The shares allocated to your account in the Companys
401(k) Savings Plan will be voted as directed. IF NOT OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES. 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 Nominating and
Corporate Governance Committee.
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Dated |
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, 2005 |
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Signature of Shareholder |
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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. |
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PLEASE MARK, SIGN, DATE AND |
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RETURN IMMEDIATELY |
THE MENS WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29,
2005
The Board of Directors of The Mens Wearhouse, Inc. (the
Company) recommends a vote FOR each of
the nominees listed below. Please provide voting instructions by
marking your choices below.
1. Election of Directors:
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o FOR all nominees
listed, except as indicated to the contrary below
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o WITHHOLD
AUTHORITY to vote for election of all nominees |
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Nominees: |
George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L.
Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak
Chopra, M.D. and William B. Sechrest. |
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT PERSONS NAME IN THE SPACE PROVIDED
BELOW.) |
(Continued, and to be signed on reverse side)
The shares allocated to your account in the Companys
Employee Stock Plan will be voted as directed. IF NOT OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE NOMINEES
LISTED HEREIN. 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 Nominating and Corporate Governance Committee.
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Dated |
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, 2005 |
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Signature of Shareholder |
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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. |
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PLEASE MARK, SIGN, DATE AND |
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RETURN IMMEDIATELY |
THE MENS WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29,
2005
The Board of Directors of The Mens Wearhouse, Inc. (the
Company) recommends a vote FOR each of
the nominees listed below. Please provide voting instructions by
marking your choices below.
1. Election of Directors:
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o FOR all nominees
listed, except as indicated to the contrary below
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o WITHHOLD
AUTHORITY to vote for election of all nominees |
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Nominees: |
George Zimmer, David H. Edwab, Rinaldo S. Brutoco, Michael L.
Ray, Ph.D., Sheldon I. Stein, Kathleen Mason, Deepak
Chopra, M.D. and William B. Sechrest. |
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT PERSONS NAME IN THE SPACE PROVIDED
BELOW.) |
(Continued, and to be signed on reverse side)
The shares allocated to your account in the Companys
Employee Stock Discount Plan will be voted as directed. IF NOT
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR EACH OF THE
NOMINEES LISTED HEREIN. 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 Nominating and Corporate Governance Committee.
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Dated |
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, 2005 |
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Signature of Shareholder |
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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. |
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PLEASE MARK, SIGN, DATE AND |
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RETURN IMMEDIATELY |