UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Perry Ellis International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

288853104

(CUSIP Number)

GEORGE FELDENKREIS

4810 NW 74 Ave

Miami, FL 33166

(305) 499-9789

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 18, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (the “Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by George Feldenkreis, the Feldenkreis Family Foundation, Inc., a Florida not-for-profit corporation that is tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of which Mr. Feldenkreis is an officer and director (the “Foundation”), and each of Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy, as nominees for election to the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The principal business address of each of George Feldenkreis and the Foundation is 4810 NW 74 Ave, Miami, FL 33166. The officers and directors of the Foundation and their principal business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. Except as otherwise described in Item 4, at present, George Feldenkreis has no agreement or understanding with any of the officers and directors of the Foundation concerning the voting or disposition of any Shares such officers and directors may own directly. Ms. Kanoff’s principal business address is 10250 Constellation Blvd., Suite 2230, Los Angeles, CA 90067. Mr. LaPorta’s principal business address is 15303 Ventura Boulevard, Suite 675, Sherman Oaks, California 91403. Mr. McEvoy’s principal business address is Suite 404, 22 Notting Hill Gate, W11 3JE, London.

(c)       The principal occupation of George Feldenkreis is serving as a private investor and acting as a director of the Issuer. The principal business of the Foundation is serving charitable purposes. The officers and directors of the Foundation and their principal occupations are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. The principal occupation of Ms. Kanoff is serving as the Chief Legal Officer and General Counsel of Peninsula Pacific. The principal occupation of Mr. LaPorta is serving as the President and Chief Operating Officer of Neurobrands, LLC. The principal occupation of Mr. McEvoy is serving as an independent strategic advisor.

(d)       No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       George Feldenkreis, Ms. Kanoff and Messrs. LaPorta and McEvoy are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.

Item 4 is hereby amended to add the following:

On May 18, 2018, George Feldenkreis nominated Oscar Feldenkreis, Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy (collectively, the “Nominees”) for election to the board of directors (the "Board") of the Issuer in connection with the Issuer’s 2018 annual meeting of shareholders (the "Annual Meeting").

As previously disclosed, on February 6, 2018, George Feldenkreis, the former President and Chief Executive Officer of the Issuer, submitted a letter to the Board with a proposal to acquire all of the outstanding common stock of the Issuer not already beneficially owned by George Feldenkreis at a price of $27.50 per share (the “Proposal”). George Feldenkreis believes that the Proposal presents an opportunity for shareholders to realize an attractive, all-cash premium for their shares in a challenging operating environment. 

Since submitting the Proposal, George Feldenkreis has acted in good faith and devoted considerable time and resources to expeditiously negotiate a transaction with the Special Committee of the Board. George Feldenkreis has provided drafts of his debt financing commitment letters to the Special Committee, which together with an equity rollover, provides firm financing to support the Proposal. George Feldenkreis had hoped to sign a definitive agreement with the Issuer by the deadline set by the Issuer for the submission of director nominees for the Annual Meeting of Friday, May 18, 2018. Instead, the Issuer has sought additional time and proposed a third extension of the nomination deadline. Given the amount of time that has passed since the Proposal was submitted to the Board and George Feldenkreis’ belief that any remaining issues in the definitive agreement could be resolved without the need for an extension, George Feldenkreis has determined to preserve his rights as a shareholder and nominate a slate of directors for election at the Annual Meeting. 

George Feldenkreis intends to continue negotiations with the Special Committee and its advisors to achieve a value-enhancing transaction that will benefit all shareholders. George Feldenkreis reserves all rights to modify the Proposal based on actions taken by the Special Committee.

George Feldenkreis acknowledges that Oscar Feldenkreis, the Issuer’s President and Chief Executive Officer, has an employment agreement with the Issuer which contemplates his continued service on the Board during the term of his employment. George Feldenkreis expects that the Issuer will nominate Oscar Feldenkreis for re-election to the Board at the Annual Meeting and, in such event, understands that Oscar Feldenkreis will consent to being named and shall be deemed a participant in the Issuer’s proxy solicitation in addition to being deemed a participant in George Feldenkreis’ proxy solicitation. George Feldenkreis believes Oscar Feldenkreis’ continued role as an Executive and presence on the Board is essential and in the best interest of all shareholders and therefore has obtained his consent to nominate him for election at the Annual Meeting in order to ensure his re-election to the Board. Oscar Feldenkreis’ participation in George Feldenkreis’ proxy solicitation shall be limited to being named as a person nominated by George Feldenkreis to the Board at the Annual Meeting. The Reporting Persons acknowledge that they may be deemed a “group” with Oscar Feldenkreis within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended, by virtue of him granting his consent to be nominated for election to the Board by George Feldenkreis. Oscar Feldenkreis has determined to file a separate Schedule 13D.

Biographical information on George Feldenkreis’ nominees is below.

Mary Ellen Kanoff, age 61, has been the Chief Legal Officer and General Counsel of Peninsula Pacific, a private equity firm focused in long-term investments and managing businesses in the consumer, gaming and industrial service sectors, since joining Peninsula Pacific in July 2013. Prior to joining Peninsula Pacific, she served as a corporate partner at the law firm of Latham & Watkins for over 25 years, specializing in corporate finance, mergers and acquisitions, and general company representation. Ms. Kanoff serves on the board of Concrete Pumping Holdings, Inc. and Vorteq Coil Finishers, LLC, two of Peninsula Pacific’s portfolio companies. Ms. Kanoff also serves on the University of California, Berkeley Foundation Board of Trustees, the Providence of St. John’s Health Center Board and the Chrysalis Board of Directors, a non-profit organization helping homeless men and women find and retain employment. Ms. Kanoff holds a Bachelor’s Degree and J.D. from the University of California at Berkeley.

George Feldenkreis believes Ms. Kanoff’s substantial experience representing public and private companies, institutional investors and major investment banks in public and private securities offerings and strategic acquisitions will bring significant strategic and corporate governance expertise to the Board.

Scott A. LaPorta, age 55, has served as the President and Chief Operating Officer of Neurobrands, LLC, a functional beverages brand, since January 2017. Previously, Mr. LaPorta was President of Bolthouse Farms, a brand of super premium juices, smoothies, salad dressings, and fresh carrots, from August 2015 to July 2016 and served as its Chief Financial Officer and Chief Operating Officer from September 2009 to July 2015. Prior to that, Mr. LaPorta served as the Chief Executive Officer of Global Consumer Acquisition Corporation, a public fund focused on consumer businesses, in 2007 to 2008. From 2002 to 2006, Mr. LaPorta served in various capacities at Levi Strauss, Inc., including as President of Levi Strauss Signature USA, Levi Strauss Mexico and Canada from 2004 to 2006 and as Senior Vice President of Finance, Strategy and Sales, North America from 2002 to 2003. Previously, Mr. LaPorta held key leadership roles at Park Place Entertainment, including serving as a Director of Jupiters Limited, an Australian public gaming company. Mr. LaPorta holds a Bachelor's Degree in Accounting from the University of Virginia and a Master's degree in Business Administration from Vanderbilt University.

George Feldenkreis believes Mr. LaPorta will bring senior executive experience, strategic and operational vision as well as creative and disciplined leadership to the Issuer.

Matthew McEvoy, age 56, is a senior luxury goods executive with over 25 years’ experience working with consumer companies.  Since September 2017, Mr. McEvoy has served as an independent strategic advisor.   From 2002 until September 2017, Mr. McEvoy held several executive roles at Burberry Group plc, a London-based luxury apparel and accessories company, including Chief of Strategy and Business Development, from 2008 until his departure, and SVP Strategy, Licensing and Investor Relations from 2002 to 2008.   Prior to joining Burberry, Mr. McEvoy spent nearly 15 years at Goldman Sachs & Co., a global investment banking, securities and investment management firm, where he held positions of increasing responsibility, including Vice President of the High Technology Group and Retail and Apparel Focus Group. Mr. McEvoy has served as an independent director of Vera Bradley, Inc., a publicly listed branded retailer, since August 2011.   Mr. McEvoy is a graduate of Harvard Business School and Harvard College.

George Feldenkreis believes Mr. McEvoy will bring to the Board extensive experience in brand management, international retailing and strategic planning, and valuable years of experience at an international branded retail public company with a proven track record of driving international growth and expansion.

Item 5 is hereby amended and restated to read as follows:

(a)        The aggregate percentage of Shares reported owned by each person named herein is based upon 15,863,000 Shares outstanding as of April 9, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2018.

As of the close of business on May 17, 2018, George Feldenkreis beneficially owned 1,712,888 Shares, consisting of 1,590,572 shares of Common Stock which are directly beneficially owned, and 122,316 shares of Common Stock which are beneficially owned directly by the Foundation, which in the aggregate represents approximately 10.8% of the outstanding Shares.

As of the close of business on May 17, 2018, Ms. Kanoff and Messrs. LaPorta and McEvoy did not own any Shares.

(b)       George Feldenkreis has the sole power to vote and dispose of the 1,590,572 Shares beneficially owned by him and shares the power with the Foundation to vote and dispose of the 122,316 Shares beneficially owned by the Foundation.

(c)        There were no transactions in the Shares by any Reporting Person or any person set forth on Schedule A to the Schedule 13D during the past 60 days.

(d)        No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)        Not applicable. 

 Item 6 is hereby amended to add the following:

On May 17, 2018, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) George Feldenkreis agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

George Feldenkreis has entered into letter agreements pursuant to which he has agreed to indemnify Ms. Kanoff and Messrs. LaPorta and McEvoy against claims arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

George Feldenkreis has signed compensation letter agreements with each of Ms. Kanoff and Messrs. LaPorta and McEvoy pursuant to which he has agreed to, among other things, pay each of Ms. Kanoff and Messrs. LaPorta and McEvoy: (i) $25,000 in cash as a result of the submission of his nomination of each of the Nominees to the Issuer and (ii) $25,000 in cash upon the filing of a preliminary proxy statement with the Securities and Exchange Commission relating to the Solicitation. A form of the compensation letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

George Feldenkreis was granted restricted stock units from the Issuer on April 25, 2017, which will settle in Shares when vested. Pursuant to such award, 7,301 Shares will vest in two remaining installments beginning April 25, 2019.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. 

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2018

Schedule A

Directors and Officers of the Feldenkreis Family Foundation, Inc.

¹ Represents (i) 844,235 Shares owned by the Oscar Feldenkreis Revocable Trust UAD 05/06/11, of which the Oscar Feldenkreis is Trustee, (ii) 7,388 Shares of restricted stock that vest on April 20, 2019, (iii) 44,333 Shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Issuer exceeds the performance goals), (iv) 13,144 Shares of restricted stock that vest in two remaining annual installments beginning on April 25, 2019, (v) 39,425 Shares of performance stock granted in April 2017, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2020 (and he may be entitled to additional performance shares if the Issuer exceeds the performance goals), (vi) 15,849 Shares of restricted stock that vest over three years beginning April 9, 2019, (vii) 31,693 Shares of performance stock that vest up to 100% if certain performance goals are met and Oscar Feldenkreis is employed by the Issuer on the last day of fiscal 2021 (and Oscar Feldenkreis may be entitled to additional performance shares if the Issuer exceeds the performance goals), (viii) 50,000 Shares owned by the Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which Oscar Feldenkreis’ spouse is the Trustee, (ii) 50,000 Shares owned by the Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which Oscar Feldenkreis’ spouse is the Trustee, and (iii) 50,000 Shares owned by the Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which Oscar Feldenkreis’ spouse is the Trustee. Oscar Feldenkreis has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted and performance shares until the shares have vested.

² According to the Issuer’s 2017 definitive proxy statement, 372,781 shares are owned by the Fanny Hanono Revocable Trust UAD 07/06/11, of which Ms. Hanono is the Trustee. Also includes (i) 5,553 shares of restricted stock granted under the 2005 Plan, which vest in three equal annual installments commencing on April 28, 2015; (ii) 2,714 shares of restricted stock granted under the 2005 Plan, which vest in two equal annual installments commencing on April 30, 2015; and (iii)(A) 2,501 shares of restricted stock granted under the 2005 Plan in March 2012, and (B) 4,069 shares of restricted stock granted under the 2005 Plan in April 2013, which each vest up to 100% provided that certain performance goals have been achieved.

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Perry Ellis International, Inc., a Florida corporation (the “Company”);

WHEREAS, George Feldenkreis (“Mr. Feldenkreis”), Feldenkreis Family Foundation, Inc., Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy wish to form a group for the purpose of seeking representation of each of Mary Ellen Kanoff, Scott A. LaPorta, Matthew McEvoy and Oscar Feldenkreis on the Board of Directors of the Company (the “Board”) at the 2018 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing. 

NOW, IT IS AGREED, this 17th day of May 2018 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       Notwithstanding the foregoing, for so long as this agreement is in effect, each member of the Group agrees to provide Mr. Feldenkreis advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Mr. Feldenkreis has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by such Group member. Each member of the Group agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Mr. Feldenkreis.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by Mr. Feldenkreis to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       Mr. Feldenkreis shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any Securities and Exchange Commission filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Mr. Feldenkreis, or his affiliates, which approval shall not be unreasonably withheld.

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

8.       This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky, Esq. or Elizabeth Gonzalez-Sussman, Esq. at Olshan, Fax No. (212) 451-2222. 

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Mr. Feldenkreis and his affiliates relating to the proxy solicitation contemplated herein.

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Exhibit 99.2

George Feldenkreis

4810 N.W. 74 Avenue

Miami, Florida 33166

[_______], 2018

[NAME]

Re: Perry Ellis International, Inc.

Dear [NAME]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Perry Ellis International, Inc. (the “Company”) in connection with the proxy solicitation that George Feldenkreis is considering undertaking to nominate and elect directors at the Company’s next annual meeting of shareholders, including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.

Mr. Feldenkreis agrees, to the fullest extent permitted by applicable law, to indemnify and hold you harmless against any and all claims arising from the Solicitation, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Mr. Feldenkreis prompt written notice of such claim or Loss (accompanied by such reasonable supporting documentation as may be in your possession); provided, that failure to promptly notify Mr. Feldenkreis shall not relieve him from any liability which he may have on account of this Agreement, except to the extent he shall have been prejudiced by such failure). Upon receipt of such written notice, Mr. Feldenkreis will be entitled to participate therein, including, without limitation, with respect to the negotiation and approval of any settlement of such claim. To the extent that Mr. Feldenkreis may wish to assume the defense of any claim, Mr. Feldenkreis shall provide you with written notice of his election to so assume the defense of such claim. Such notice shall include Mr. Feldenkreis’ written acknowledgment that such claim is subject to indemnification under the terms of this Agreement. If Mr. Feldenkreis assumes such defense, (i) you shall have the right to participate in the defense thereof and to employ counsel, reasonably acceptable to Mr. Feldenkreis, at Mr. Feldenkreis’ expense, separate from the counsel employed by Mr. Feldenkreis, and (ii) Mr. Feldenkreis shall keep you advised of the status of such claim and the defense thereof on a reasonably current basis. Subject to the immediately preceding sentence, from and after such election by Mr. Feldenkreis to assume defense of a claim, Mr. Feldenkreis will not be liable to you under this Agreement for any expenses subsequently incurred by you in connection with the defense thereof other than reasonable costs of investigation and preparation therefor (including, without limitation, appearing as a witness and reasonable fees and expenses of legal counsel in connection therewith). If in any action for which indemnity may be sought hereunder Mr. Feldenkreis shall not have assumed the defense thereof with counsel reasonably satisfactory to you, or you shall have been advised by counsel that it would be reasonably likely to constitute a conflict of interest for the same counsel to represent both you and Mr. Feldenkreis in such action, or if you have been advised by counsel that you have separate or additional defenses than those available to Mr. Feldenkreis with regard to such action, you shall have the right to employ your own counsel reasonably satisfactory to Mr. Feldenkreis in such action, in which event Mr. Feldenkreis shall pay such counsel directly for all reasonable legal fees and expenses incurred by you in connection with the defense thereof. Mr. Feldenkreis shall in no event be liable for any settlement of any action effected without his prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein; provided, however, that all amounts advanced in respect of such Losses shall be repaid to Mr. Feldenkreis by you to the extent it shall ultimately be determined in a final judgment that you are not entitled to be indemnified for such Losses, and you shall provide a written undertaking to repay such amounts if and to the extent you are ultimately found not to be entitled to be indemnified for such Losses. Mr. Feldenkreis may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

Mr. Feldenkreis shall not be liable under this letter agreement to make any payment in connection with a claim made against you to the extent you have otherwise actually received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise indemnifiable hereunder; provided, that if you for any reason are required to disgorge any payment actually received by you, Mr. Feldenkreis shall, to the extent such claim is subject to indemnification hereunder, be obligated to pay such amount to you in accordance with the other terms of this letter agreement. 

You hereby agree to keep confidential and not disclose to any party, without the consent of Mr. Feldenkreis, any confidential, proprietary or non-public information (collectively, “Information”) of Mr. Feldenkreis or his affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Mr. Feldenkreis or his affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public. 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Mr. Feldenkreis so that Mr. Feldenkreis or his affiliates may seek a protective order or other appropriate remedy or, in Mr. Feldenkreis’ sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or Mr. Feldenkreis does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of Mr. Feldenkreis and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential. 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Mr. Feldenkreis and, upon the request of a representative of Mr. Feldenkreis, all such information shall be returned or, at Mr. Feldenkreis’ option, destroyed by you, with such destruction confirmed by you to Mr. Feldenkreis in writing. 

Each party to this letter agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this letter agreement or any agreements or transactions contemplated hereby shall be brought in the state courts of the State of New York located in New York County, or in the United States District Court for the Southern District of New York, and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

ACCEPTED AND AGREED:

________________________

[NAME]

Exhibit 99.3

George Feldenkreis

4810 N.W. 74 Avenue

Miami, Florida 33166

[_______], 2018

[NAME]

Dear [NAME]:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of George Feldenkreis, for election as a director of Perry Ellis International, Inc. (the “Company”) at the Company’s 2018 annual meeting of shareholders including or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

In consideration of your agreement to be named and serve as a nominee of Mr. Feldenkreis for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $25,000 in cash upon Mr. Feldenkreis submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after such submission), and (ii) $25,000 in cash upon the filing by Mr. Feldenkreis of a preliminary proxy statement with the U.S. Securities and Exchange Commission relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. In consideration of the payments provided hereunder, you hereby agree not to serve as a director of the Company other than as a result of your appointment resulting from a nomination made or approved by Mr. Feldenkreis or a written agreement between Mr. Feldenkreis and the Company. The undersigned also agrees to promptly reimburse you for any expenses you incur relating to such nomination, including travel expenses.

The term of this letter agreement shall commence on the date hereof and shall remain in effect until the earliest to occur of (i) the Company’s appointment or nomination of you for election as a director of the Company, (ii) the date of any agreement with the Company in furtherance of your nomination or appointment as a director of the Company, (iii) Mr. Feldenkreis’ or your withdrawal of your nomination for election as a director of the Company, and (iv) the date of the Annual Meeting.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. 

Accepted and Agreed to:

______________________

[NAME]

Exhibit 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints George Feldenkreis, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Perry Ellis International, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by George Feldenkreis or any of his affiliates (collectively, the “Group”) and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2018 annual meeting of shareholders of the Company, including any postponement, adjournment, rescheduling or continuation thereof (the “Solicitation”). Such action shall include, but not be limited to:

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of May 2018.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints George Feldenkreis, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Perry Ellis International, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by George Feldenkreis or any of his affiliates (collectively, the “Group”) and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2018 annual meeting of shareholders of the Company, including any postponement, adjournment, rescheduling or continuation thereof (the “Solicitation”). Such action shall include, but not be limited to:

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of May 2018.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints George Feldenkreis, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Perry Ellis International, Inc., a Florida corporation (the “Company”), directly or indirectly beneficially owned by George Feldenkreis or any of his affiliates (collectively, the “Group”) and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2018 annual meeting of shareholders of the Company, including any postponement, adjournment, rescheduling or continuation thereof (the “Solicitation”). Such action shall include, but not be limited to:

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of May 2018.