Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - TAILORED BRANDS INC | h82389e8vk.htm |
Exhibit 99.1
IMPORTANT NOTICE REGARDING THE MEN’S WEARHOUSE, INC.
401 (K) SAVINGS PLAN BLACKOUT PERIOD AND YOUR RIGHTS TO TRADE THE
MEN’S WEARHOUSE, INC. COMMON STOCK DURING THE BLACKOUT PERIOD
401 (K) SAVINGS PLAN BLACKOUT PERIOD AND YOUR RIGHTS TO TRADE THE
MEN’S WEARHOUSE, INC. COMMON STOCK DURING THE BLACKOUT PERIOD
To:
|
The Men’s Wearhouse, Inc. Directors and Executive Officers | |
From:
|
Kirk Warren, Vice President — Administration and Benefits | |
Date:
|
May 18, 2011 |
The purpose of this notice is to inform you that The Men’s Wearhouse, Inc. 401(k) Savings Plan (the
“Plan”) will be entering a blackout period on June 23, 2011 due to a recordkeeper conversion to T.
Rowe Price. During the blackout period, Plan participants will not be able to direct or diversify
investments in their individual accounts, obtain a loan, or obtain a distribution. This includes
participants’ investments in the Men’s Wearhouse Stock Fund, which invests primarily in Men’s
Wearhouse Common Stock.
The Securities and Exchange Commission (“SEC”) has implemented rules under the Sarbanes-Oxley Act
of 2002 that apply to 401(k) plan blackout periods. Because you are a director or executive officer
of The Men’s Wearhouse, Inc. (the “Company”), please be aware that the blackout period for the Plan
has a direct impact on your ability to trade the Company’s Common Stock. A copy of the blackout
notice provided to the affected Plan participants is attached to this notice.
The SEC rules provide prohibitions on:
| • | an acquisition of issuer equity securities by a director or executive officer during a blackout period if the acquisition is in connection with his or her service or employment as a director or executive officer; and | ||
| • | a disposition of issuer equity securities by a director or executive officer during a blackout period if the disposition involves issuer equity securities acquired in connection with his or her service or employment as a director or executive officer. |
Equity securities acquired in connection with the individual’s service as a director or officer are
subject to the restriction, including securities acquired before the Sarbanes-Oxley Act was passed
or before the Company went public. You should note that there is a presumption that any securities
sold during a blackout period are not exempt from the rule (that is, the individual corporate
insider bears the burden of proving that the securities were not “acquired in connection with
service or employment”).
The SEC rules exempt certain transactions from the trading restriction. Some of these exemptions
are as follows:
| • | regularly scheduled purchases or sales of employer securities pursuant to an automatic election, which satisfy SEC Rule 10b5-1; | ||
| • | purchases or sales of company stock, other than in a discretionary transaction, under an employee stock purchase plan or a qualified 401(k) retirement plan in the normal course of on-going employee deferrals; | ||
| • | increases or decreases in equity holdings resulting from a stock split, stock dividend or pro rata rights distribution; | ||
| • | grant of an option or other equity compensation under certain plans; and | ||
| • | acquisition or disposition of equity securities involving a bona fide gift. |
KEY DATES:
401(k) Blackout Begins: June 23, 2011
401(k) Blackout Expected to End: Sometime during the week of July 18, 2011
During the week of
July 18, 2011, you should contact Claudia Pruitt at
(281) 776-7322 or Laura Ann
Smith at (281) 776-7880 or Kirk Warren at (510) 657-9821 to determine when the blackout period has
ended.
Violations of the insider trading prohibition will allow an issuer or a security holder acting on
behalf of an issuer to bring an action to recover the profits realized by the director or executive
officer. In addition, the SEC may bring an action, including civil injunction proceedings,
cease-and-desist actions, civil penalties and all other remedies available to the SEC under the
Exchange Act, including, in some cases, criminal penalties.
Please be aware that a notice will also be mailed today to all current and former Plan participants
to inform them of the blackout period. This meets the 30-day Sarbanes-Oxley advance notice
requirement for all plan participants.
While we anticipate a smooth transition, you will be notified in the unlikely event that an
extension of the blackout period is needed. If you have any questions concerning this notice, you
should contact Claudia Pruitt at (281) 776-7322 or Laura Ann Smith at (281) 776-7880 at the
Company’s offices located at 6380 Rogerdale Road, Houston, TX 77072 or Kirk Warren at (510)
657-9821 at the Company’s offices located at 40650 Encyclopedia Circle, Fremont, CA 94538.