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): November 15, 2019

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction
of incorporation) 1-16097
(Commission File Number) 47-4908760
(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):

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	TLRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2019, the Board of Directors of Tailored Brands, Inc. (the “Company”) appointed Andrew Vollero as a member of the Company’s Board of Directors.  Mr. Vollero will receive the customary compensation paid to the Company’s non-employee directors and will receive a grant of 2,500 deferred stock units on the first day of the Company’s next open trading window.  With the addition of Mr. Vollero, the Company’s Board comprises eight directors, six of whom are independent.  Mr. Vollero has been appointed to serve on the Audit Committee of the Company’s Board of Directors.  

Mr. Vollero has extensive finance leadership and general management experience at major technology and consumer companies such as Snap, Inc., Mattel, Inc. and Taco Bell (a division of PepsiCo., spun off as part of Yum Brands).  Since October 2018, he has served as chief financial officer for Allied Universal, a leading security and facility services company with revenues exceeding $7 billion.  Previously, Mr. Vollero was chief financial officer and chief accounting officer of Snap, Inc., where he built the finance function, prepared the company for its initial public offering and developed Snap, Inc.’s “Path to Profitability” strategy.  At Mattel, Inc., Mr. Vollero helped launch and drive the company’s turnaround strategy, was responsible for all aspects of mergers and acquisitions, partnered with executive management and the board on capital allocation strategy, and led investor relations.  At Taco Bell, Mr. Vollero held a wide array of leadership roles spanning strategic planning, financial planning and analysis, accounting, marketing and general management.

A copy of the press release issued on November 18, 2019 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

 Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

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

99.1 104 Press Release of the Company dated November 18, 2019. Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). ​

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of the Company dated November 18, 2019.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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:November 18, 2019

TAILORED BRANDS, INC.
By:	/s/ Brian T. Vaclavik
Senior Vice President and Chief Accounting Officer

EX-99.1

Exhibit 99.1

	News Release
	Contact:
	Investor Relations
	(281) 776-7575
	ir@tailoredbrands.com
	Julie MacMedan, VP, Investor Relations
	Tailored Brands, Inc.

For Immediate Release

ANDREW VOLLERO JOINS TAILORED BRANDS BOARD OF DIRECTORS

FREMONT, CA – November 18, 2019 – Tailored Brands, Inc. (NYSE: TLRD)  today announced that Andrew (“Drew”) Vollero will join its Board of Directors and serve as a member of the audit committee.  The Tailored Brands Board of Directors is now comprised of a total of eight members, six of whom are independent.

“We continue to strengthen our board with skills and experiences that align with our strategy to position Tailored Brands for long-term sustainable growth in a dynamic and rapidly changing environment,” said Tailored Brands Chairman of the Board Theo Killion.  “Drew brings to us deep experience in all aspects of finance and accounting, including capital allocation and investor relations.  His financial and general corporate leadership experience spans navigating challenging turnarounds to building high growth businesses.  In addition, we believe Drew will provide valuable insights as we further develop our data analytics, digital and omni-channel efforts, and meet the needs of a younger demographic.”

Mr. Vollero has extensive finance leadership and general management experience at major technology and consumer companies such as Snap, Inc., Mattel, Inc. and Taco Bell (a division of PepsiCo., spun off as part of Yum Brands).  Since October 2018, he has served as chief financial officer for Allied Universal, a leading security and facility services company with revenues exceeding $7 billion.  Previously, Mr. Vollero was chief financial officer and chief accounting officer of Snap, Inc., where he built the finance function, prepared the company for its initial public offering and developed Snap, Inc.’s “Path to Profitability” strategy.  At Mattel, Inc., Drew helped launch and drive the company’s turnaround strategy, was responsible for all aspects of mergers and acquisitions, partnered with executive management and the board on capital allocation strategy, and led investor relations.  At Taco Bell, Mr. Vollero held a wide array of leadership roles spanning strategic planning, financial planning and analysis, accounting, marketing and general management.

Mr. Vollero holds a Masters of Science Degree in Management from Oxford University and graduated Magna Cum Laude from Yale with a Bachelor of Arts in Mathematics and Economics.

About Tailored Brands, Inc.

Tailored Brands is a leading omni-channel specialty retailer of menswear, including suits, formalwear and a broad selection of business casual offerings.  We help our customers look and feel their best by delivering personalized products and services through our convenient network of stores and e-commerce sites. Our brands include Men's Wearhouse, Jos. A. Bank, Joseph Abboud, Moores Clothing for Men and K&G.

For additional information on Tailored Brands, please visit the Company’s websites at

www.tailoredbrands.com, www.menswearhouse.com, www.josbank.com, www.josephabboud.com, www.mooresclothing.com, and www.kgstores.com.

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XML

Document and Entity Information	Nov. 15, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 15, 2019
Entity File Number	1-16097
Entity Registrant Name	Tailored Brands, Inc.
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	47-4908760
Entity Address, Address Line One	6380 Rogerdale Road
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77072
City Area Code	281
Local Phone Number	776-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	TLRD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000884217
Amendment Flag	false