8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 25, 2013

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction
of incorporation) 1-16097 (Commission File Number) 74-1790172 (IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas (Address of principal executive offices) 77072 (Zip Code)

281-776-7000

(Registrant’s telephone number,

including area code)

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

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

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

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

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

Item 8.01   Other Events.

On June 25, 2013, The Men’s Wearhouse, Inc. (the “Company”) issued a press release providing further comments regarding the termination of George Zimmer as Executive Chairman of the Company.  A copy of the press release is filed herewith as Exhibit 99.1.

In addition, on June 25, 2013, the Company distributed a letter to Company employees from the Board of Directors regarding the termination of George Zimmer as Executive Chairman of the Company.  A copy of that letter is attached hereto as Exhibit 99.2.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.  The following exhibits are included in this Form 8-K:

Exhibit
Number	Description
99.1	Press Release of the Company dated June 25, 2013.
99.2	Letter to Company Employees from Board of Directors dated June 25, 2013.

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SIGNATURES

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

Date: June 25, 2013
	THE MEN’S WEARHOUSE, INC.
	By:	/s/ KELLY M. DILTS
		Kelly M. Dilts
		Senior Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of the Company dated June 25, 2013.
99.2	Letter to Company Employees from Board of Directors dated June 25, 2013.

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EX-99.1

Exhibit 99.1

For Immediate Release News Release Contact: Ken Dennard Dennard · Lascar Associates (832) 594-4004 (cell) (713) 529-6600 (office) ken@dennardlascar.com

MEN’S WEARHOUSE BOARD OF DIRECTORS PROVIDES

FURTHER COMMENTS ON TERMINATION OF GEORGE ZIMMER

FREMONT, CA — June 25, 2013 — The Board of Directors of Men’s Wearhouse (NYSE: MW) today provided further comments regarding the termination of George Zimmer as Executive Chairman on June 19, 2013.  The Board stated:

“Our actions were not taken to hurt George Zimmer.  Rather we were focused on what we believed to be in the best interests of Men’s Wearhouse, as well as shareholders and employees.  While Mr. Zimmer owns 3 ½% of the stock, it is our obligation to represent the interests of all shareholders.

“Mr. Zimmer had difficulty accepting the fact that Men’s Wearhouse is a public company with an independent Board of Directors and that he has not been the Chief Executive Officer for two years.  He advocated for significant changes that would enable him to regain control, but ultimately he was unable to convince any of the Board members or senior executives that his positions were in the best interests of employees, shareholders or the company’s future.  These issues of contention included, among other things:

·After selecting our CEO, Doug Ewert, and several of the key management team members that have effectively been running the company for many years with great success, Mr. Zimmer eventually refused to support the team unless they acquiesced to his demands.

·Mr. Zimmer expected veto power over significant corporate decisions.  Among them was executive compensation despite the fact that we — as required of a public company — have an independent committee of the Board that sets policy in this area.

·After initially supporting the review of strategic alternatives for K&G as proposed by management and supported by the Board, Mr. Zimmer reversed course.  Despite Mr. Zimmer’s objection, the Board and management remain committed to the K&G review process.

·Mr. Zimmer reversed his long-standing position against taking the company private by arguing for a sale of the Men’s Wearhouse to an investment group.  The Board believes such a transaction would not be in the best interests of our shareholders, and it would be a very risky path on many levels.  It would require the company to take on a huge amount of debt to pay for such a transaction.  The Board strongly believes that such a transaction would be highly risky for our employees and would threaten our company culture that is so important to all of us.

·The Board is unanimously of the view that now is not the time to sell the company.  The Board is committed to a strategic plan carefully developed by CEO Doug Ewert and the rest of the company’s experienced management team, which we all believe will maximize long-term value for all shareholders.

“Mr. Zimmer presented the Board with the choice of either a) continuing to support our CEO and the management team on the successful path they had been taking, or b) effectively re-instating Mr. Zimmer as the sole decision maker.  The Board strongly believed that the best course of action was to re-affirm its support for Doug Ewert, the senior management team, our shareholders and our employees.

“Neither the Board nor management desired a total breakdown of the relationship between Mr. Zimmer and the company.  In our discussions with Mr. Zimmer, we made considerable efforts to find a solution that would have allowed him to continue to have a significant involvement with Men’s Wearhouse.  Unfortunately, Mr. Zimmer wouldn’t accept anything other than full control of the company and the Board was left with no choice but to terminate him as Executive Chairman.

“As a Board, we care deeply about the culture of Men’s Wearhouse, which we fostered and helped create along with the management team and our 17,000 valued employees.  We stand behind its core values of world-class customer service, servant leadership and the open door culture that celebrates the value of every voice.  As we stated, we fully support Doug Ewert, our CEO, and senior management team who are unified and focused on the future of the company and the best interest of our shareholders, employees and customers.”

About Men’s Wearhouse

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel, with 1,143 stores. The Men’s Wearhouse, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and nonexclusive merchandise brands, and Men’s Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of women’s apparel. Tuxedo rentals are available in the Men’s Wearhouse, Moores, and Men’s Wearhouse and Tux stores. Additionally, Men’s Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra, and Yaffy in the United Kingdom. For additional information on Men’s Wearhouse, please visit the company’s websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk, and www.alexandra.co.uk.

# # #

EX-99.2

Exhibit 99.2

June 25, 2013

To All Employees,

Your Board of Directors understands that some employees have questions regarding the termination of George Zimmer as Executive Chairman.

Please understand that our actions were not taken to hurt George.  Rather we were focused on what we believed to be in the best interests of Men’s Wearhouse, as well as shareholders and employees.  While George owns 3 ½% of the stock, it is our obligation to represent the interests of all shareholders.

George had difficulty accepting the fact that the Men’s Wearhouse is a public company with an independent Board of Directors and that he has not been the Chief Executive Officer for two years.  He advocated for significant changes that would enable him to regain control, but ultimately he was unable to convince any of the Board members or senior executives that his positions were in the best interests of employees, shareholders or the company’s future.  These issues of contention included, among other things:

·After selecting our CEO, Doug Ewert, and several of the management team that has effectively been running the company for many years with great success, George eventually refused to support the team unless they acquiesced to his demands.

·George expected veto power over significant corporate decisions.  Among them was executive compensation despite the fact that we — as required of a public company — have an independent committee of the Board that sets policy in this area.

·After initially supporting the review of strategic alternatives for K&G as proposed by management and supported by the Board, George reversed course.  Despite George’s objection, the Board and management remain committed to the K&G review process.

·George reversed his long-standing position against taking the company private by arguing for a sale of the Men’s Wearhouse to an investment group.  The Board believes such a transaction would not be in the best interests of our shareholders, and it would be a very risky path on many levels.  It would require the company to take on a huge amount of debt to pay for such a transaction.  The Board strongly believes that such a transaction would be highly risky for our employees and would threaten our company culture that is so important to all of us.

·The Board is unanimously of the view that now is not the time to sell the company.  The Board is committed to a strategic plan carefully developed by CEO Doug Ewert and the rest of the company’s experienced management team, which we all believe will maximize long-term value for all shareholders.

George presented the Board with the choice of either a) continuing to support our CEO and the management team on the successful path they had been taking, or b) effectively re-instating George as the sole decision maker.  The Board strongly believed that the best course of action was to re-affirm its support for Doug Ewert, the senior management team, our shareholders and our employees.

Neither the Board nor management desired a total breakdown of the relationship between George and the company.  In our discussions with George, we made considerable efforts to find a solution that would have allowed him to continue to have a significant involvement with Men’s Wearhouse.  Unfortunately, George wouldn’t accept anything other than full control of the company and the Board was left with no choice but to terminate him as Executive Chairman.

As a Board, we care deeply about the culture of Men’s Wearhouse, which we fostered and helped create along with the management team and all of you, who make this company what it is today.  We stand behind its core values of world-class customer service, servant leadership and the open door culture that celebrates the value of every voice.  As we stated, we fully

support Doug Ewert, our CEO, and senior management team who are unified and focused on the future of the company and the best interest of our shareholders and employees.

We know that the actions of the Board have concerned many of you, but we hope you understand that these were choices that needed to be made, and we have great confidence in the strength of this company, its future direction, and particularly all of you.

Thanks for all you have done — and will do — for Men’s Wearhouse.

Sincerely,

The Men’s Wearhouse Board of Directors