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): December 19, 2011
The Men’s Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 1-16097 | 74-1790172 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 6380 Rogerdale Road Houston, Texas |
77072 | |||
| (Address of principal executive offices) | (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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 December 19, 2011, The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), entered into Amendment #1 to The Men’s Wearhouse, Inc. 401(k) Savings Plan (the “Amendment”) which, effective as of the date thereof, amends the definition of vesting computation period and related sections to reflect a vesting period based on a plan year. A copy of the Amendment is filed herewith as Exhibit 10.1 and is hereby incorporated herein by reference.
In the final version of the amendment and restatement of the Company’s 401(k) Savings Plan adopted effective as of July 1, 2011, the definition of vesting computation period and related sections were inadvertently changed in error from a period based on the plan year to one based on employment year. Therefore, the Company has also filed a voluntary correction program submission with the Internal Revenue Service seeking to cause the changes set forth in the Amendment to be treated as effective as of July 1, 2011.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is included in this Form 8-K: |
| Exhibit Number |
Description | |
| 10.1 | Amendment #1 to The Men’s Wearhouse, Inc. 401(k) Savings Plan. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MEN’S WEARHOUSE, INC. (Registrant) | ||||||
| Date: December 22, 2011 | By: | /s/ Diana M. Wilson | ||||
| Diana M. Wilson | ||||||
| Senior Vice President—Chief Accounting Officer and Principal Accounting Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Amendment #1 to The Men’s Wearhouse, Inc. 401(k) Savings Plan. | |
Exhibit 10.1
AMENDMENT #1 TO
THE MEN’S WEARHOUSE, INC. 401(K) SAVINGS PLAN
Effective as of the date hereof, The Men’s Wearhouse, Inc. 401(k) Savings Plan (hereinafter referred to as the “Plan”) is hereby amended as provided herein.
WHEREAS, The Men’s Wearhouse, Inc. (hereinafter referred to as the “Employer”) heretofore adopted the Plan effective February 1, 1978, and executed the most recent amendment and restatement effective July 1, 2011; and
WHEREAS, Section 11.1(b) provides that the Sponsoring Employer may amend any part of the Plan; and
NOW, THEREFORE, the Plan is hereby amended as follows:
Section 1.176, Vesting Computation Period, is hereby deleted in its entirety and shall hereafter read as follows:
Vesting Computation Period. The term Vesting Computation Period means a period of twelve consecutive months which is used for purposes of determining a Participant’s Vested Interest in the Plan (or a component of the Plan). Each Vesting Computation Period will consist of each Plan Year.
Section 1.179(g)(2)(i), Determination of Years of Service for Vesting, is hereby deleted in its entirety and shall hereafter read as follows:
Determination of Years of Service for Vesting. Any Years of Service completed prior to an Employee’s Break(s) in Service will not be counted in determining an Employee’s Vesting Interest in the Participant’s Account balance if those Year(s) of Service are disregarded pursuant to the Rule of Parity. If such former Employee’s Year(s) of Service are not disregarded under the Rule of Parity, then the Vesting Computation Periods will remain unchanged.
Section 1.179(h)(2)(i), Determination of Years of Service for Vesting Purposes, is hereby deleted in its entirety and shall hereafter read as follows:
Determination of Years of Service for Vesting Purposes. Any Year(s) of Service that were completed prior to an Employee’s Break(s) in Service will not be counted for purposes of determining an Employee’s Vesting Interest in the Participant’s Account balance if those Year(s) of Service are disregarded pursuant to the Rule of Parity. If such former Employee’s Year(s) of Service are not disregarded under the Rule of Parity, then the Vesting Computation Periods will remain unchanged.
IN WITNESS WHEREOF, and as evidence of its adoption of this amendment to The Men’s Wearhouse, Inc. 401(k) Savings Plan, the Employer has caused this document to be executed by its duly authorized officer.
| The Men’s Wearhouse, Inc. | ||
| By: | /s/ KIRK WARREN | |
| Print Name: | Kirk Warren | |
| Title: | Vice President, Benefits | |
| Date: | 12-19-11 | |