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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jos. A. Bank Clothiers, Inc. (MM) | NASDAQ:JOSB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 64.98 | 0 | 01:00:00 |
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þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 2014.
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Delaware
|
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36-3189198
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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500 Hanover Pike, Hampstead, MD
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21074
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code
|
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(410) 239-2700
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Title of each class
|
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
|
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The NASDAQ Global Select Stock Market LLC
|
Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Item 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
|
Age
|
|
Position
|
Byron L. Bergren
|
|
67
|
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Director
|
R. Neal Black
|
|
59
|
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Director, Chief Executive Officer and President
|
James H. Ferstl
|
|
71
|
|
Director
|
Andrew A. Giordano
|
|
81
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Director, Chairman Emeritus, Lead Independent Director and Chairman of the Nominating and Corporate Governance Committee
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William E. Herron
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68
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Director and Chairman of the Audit Committee
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Sidney H. Ritman
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81
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Director and Chairman of the Compensation Committee
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Robert N. Wildrick
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69
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Director, Chairman of the Board and Chairman of the Executive Committee
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Name
|
|
Age
|
|
Position
|
R. Neal Black
|
|
59
|
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Director, President and Chief Executive Officer
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Robert B. Hensley
|
|
61
|
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Executive Vice President for Human Resources, Real Estate and Loss Prevention
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Gary M. Merry
|
|
51
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Executive Vice President for Store and Catalog Operations
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James W. Thorne
|
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53
|
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Executive Vice President for Merchandising and Chief Merchandising Officer
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David E. Ullman
|
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56
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Executive Vice President, Chief Financial Officer and Principal Financial and Accounting Officer
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Item 11.
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EXECUTIVE COMPENSATION.
|
•
|
align compensation with our corporate performance, strategies and business objectives;
|
•
|
enable the Company to attract, retain and reward senior managers who contribute to the long-term success of the Company; and
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•
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promote the achievement of key financial performance measures by linking compensation to the achievement of measurable corporate performance goals.
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•
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Base salary;
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•
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Non-equity performance-based incentive compensation (in the form of cash bonuses);
|
•
|
Equity performance-based incentive compensation (in the form of restricted stock units); and
|
•
|
Other employee benefits and non-cash perquisites.
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Directors
|
Number of Unvested Restricted Stock Units (#)
|
Value of Unvested Restricted Stock Units ($)
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||
Byron Bergren
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1,500
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|
97,500
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James H. Ferstl
|
2,250
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|
146,250
|
|
Andrew A. Giordano
|
2,250
|
|
146,250
|
|
William E. Herron
|
2,250
|
|
146,250
|
|
Sidney H. Ritman
|
2,250
|
|
146,250
|
|
Robert N. Wildrick
|
2,250
|
|
146,250
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Named Executive Officers
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Number of Performance Restricted Stock Units (#)
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Value of Performance Restricted Stock Units ($)
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||
R. Neal Black
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12,049
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|
783,185
|
|
Robert B. Hensley
|
3,078
|
|
200,070
|
|
Gary M. Merry
|
3,078
|
|
200,070
|
|
James W. Thorne
|
3,078
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|
200,070
|
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David E. Ullman
|
3,078
|
|
200,070
|
|
Named Executive Officers
|
Number of Performance Restricted Stock Units (#)
|
Value of Performance Restricted Stock Units ($)
|
||
R. Neal Black
|
30,481
|
|
1,981,265
|
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Robert B. Hensley
|
2,326
|
|
151,190
|
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Gary M. Merry
|
2,326
|
|
151,190
|
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James W. Thorne
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2,326
|
|
151,190
|
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David E. Ullman
|
2,326
|
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151,190
|
|
Name and
Principal Position (a) |
|
Year
(b) |
|
Salary
($) (c) |
|
Bonus
($) (d) |
|
Stock
Awards ($) (e) |
|
Option
Awards ($) (f) |
|
Non-Equity
Incentive Plan Compensation ($) (g) |
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) |
|
All Other
Compensation ($) (i) |
|
Total
($) (j) |
||||||||
R. Neal Black,
|
|
2013
|
|
791,275
|
|
|
—
|
|
|
2,004,723
|
|
|
—
|
|
|
—
|
|
|
77,042
|
|
|
49,009
|
|
|
2,922,049
|
|
President and Chief
|
|
2012
|
|
806,492
|
|
|
—
|
|
|
1,965,420
|
|
|
—
|
|
|
—
|
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|
75,631
|
|
|
53,686
|
|
|
2,901,229
|
|
Executive Officer
|
|
2011
|
|
783,138
|
|
|
—
|
|
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1,965,414
|
|
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—
|
|
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1,199,675
|
|
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—
|
|
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52,288
|
|
|
4,000,515
|
|
David E. Ullman,
|
|
2013
|
|
469,650
|
|
|
—
|
|
|
149,981
|
|
|
—
|
|
|
—
|
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|
30,389
|
|
|
39,457
|
|
|
689,477
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Executive Vice
|
|
2012
|
|
478,682
|
|
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—
|
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149,983
|
|
|
—
|
|
|
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36,679
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|
|
40,858
|
|
|
706,202
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President-Chief Financial Officer
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2011
|
|
467,325
|
|
|
—
|
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|
149,960
|
|
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—
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|
|
305,273
|
|
|
—
|
|
|
41,330
|
|
|
963,888
|
|
Robert B. Hensley,
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|
2013
|
|
494,900
|
|
|
—
|
|
|
149,981
|
|
|
—
|
|
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—
|
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|
18,903
|
|
|
38,202
|
|
|
701,986
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|
Executive Vice President for Human Resources,
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2012
|
|
504,417
|
|
|
—
|
|
|
149,983
|
|
|
—
|
|
|
—
|
|
|
29,765
|
|
|
40,596
|
|
|
724,761
|
|
Real Estate and Loss Prevention
|
|
2011
|
|
492,450
|
|
|
—
|
|
|
149,960
|
|
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—
|
|
|
321,685
|
|
|
—
|
|
|
38,756
|
|
|
1,002,851
|
|
Gary M. Merry,
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|
2013
|
|
465,000
|
|
|
—
|
|
|
149,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,210
|
|
|
645,191
|
|
Executive Vice President for
|
|
2012
|
|
473,942
|
|
|
—
|
|
|
149,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,121
|
|
|
657,046
|
|
Store and Catalog Operations
|
|
2011
|
|
432,500
|
|
|
—
|
|
|
149,960
|
|
|
—
|
|
|
302,250
|
|
|
—
|
|
|
30,944
|
|
|
915,654
|
|
James W. Thorne,
|
|
2013
|
|
440,000
|
|
|
—
|
|
|
149,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,084
|
|
|
621,065
|
|
Executive Vice President for Merchandising and
|
|
2012
|
|
448,462
|
|
|
—
|
|
|
149,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,763
|
|
|
632,208
|
|
Chief Merchandising Officer
|
|
2011
|
|
407,500
|
|
|
—
|
|
|
149,960
|
|
|
—
|
|
|
286,000
|
|
|
—
|
|
|
32,504
|
|
|
875,964
|
|
Named Executive
Officer |
|
Fiscal Year 2013 All Other Compensation
($) |
||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
Total
|
||||||
R. Neal Black
|
|
19,200
|
|
|
27,309
|
|
|
2,500
|
|
|
49,009
|
|
David E. Ullman
|
|
14,819
|
|
|
22,138
|
|
|
2,500
|
|
|
39,457
|
|
Robert B. Hensley
|
|
9,600
|
|
|
26,102
|
|
|
2,500
|
|
|
38,202
|
|
Gary M. Merry
|
|
9,600
|
|
|
18,110
|
|
|
2,500
|
|
|
30,210
|
|
James W. Thorne
|
|
9,600
|
|
|
18,984
|
|
|
2,500
|
|
|
31,084
|
|
Named Executive
Officer |
|
Fiscal Year 2012 All Other Compensation
($) |
||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
Total
|
||||||
R. Neal Black
|
|
19,570
|
|
|
29,216
|
|
|
4,900
|
|
|
53,686
|
|
David E. Ullman
|
|
15,736
|
|
|
20,222
|
|
|
4,900
|
|
|
40,858
|
|
Robert B. Hensley
|
|
9,785
|
|
|
25,911
|
|
|
4,900
|
|
|
40,596
|
|
Gary M. Merry
|
|
9,785
|
|
|
18,436
|
|
|
4,900
|
|
|
33,121
|
|
James W. Thorne
|
|
9,785
|
|
|
19,078
|
|
|
4,900
|
|
|
33,763
|
|
Named Executive
Officer |
|
Fiscal Year 2011 All Other Compensation
($) |
||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
Total
|
||||||
R. Neal Black
|
|
19,200
|
|
|
27,698
|
|
|
5,390
|
|
|
52,288
|
|
David E. Ullman
|
|
15,941
|
|
|
19,999
|
|
|
5,390
|
|
|
41,330
|
|
Robert B. Hensley
|
|
9,600
|
|
|
23,766
|
|
|
5,390
|
|
|
38,756
|
|
Gary M. Merry
|
|
9,600
|
|
|
15,954
|
|
|
5,390
|
|
|
30,944
|
|
James W. Thorne
|
|
9,600
|
|
|
17,514
|
|
|
5,390
|
|
|
32,504
|
|
|
|
Grant
Date (b) |
|
Estimated Future
Payouts Under Non- Equity Incentive Plan Awards(1) |
|
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
|
All Other
Stock Awards: Number of Shares of Stock or Units(3) (#) (i) |
|
All Other
Option Awards: Number of Securities Underlying Options(4) (#) (j) |
|
Exercise
or Base Price of Option Awards ($/sh) (k) |
|
Grant
Date Fair Value of Stock and Option Awards ($) (l) |
||||||||||||||||||
Name
(a) |
|
Threshold
($) (c) |
|
Target
($) (d) |
|
Maximum
($) (e) |
|
Threshold
(#) (f) |
|
Target
(#) (g) |
|
Maximum
(#) (h) |
|
|||||||||||||||||||
R. Neal Black
|
|
4/2/2013
|
|
484,260
|
|
|
—
|
|
|
1,223,668
|
|
|
4,651
|
|
|
—
|
|
|
51,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,004,723
|
|
David E. Ullman
|
|
4/2/2013
|
|
46,965
|
|
|
—
|
|
|
305,273
|
|
|
1,276
|
|
|
—
|
|
|
3,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,981
|
|
Robert B. Hensley
|
|
4/2/2013
|
|
49,490
|
|
|
—
|
|
|
321,685
|
|
|
1,276
|
|
|
—
|
|
|
3,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,981
|
|
Gary M. Merry
|
|
4/2/2013
|
|
46,500
|
|
|
—
|
|
|
302,250
|
|
|
1,276
|
|
|
—
|
|
|
3,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,981
|
|
James W. Thorne
|
|
4/2/2013
|
|
44,000
|
|
|
—
|
|
|
286,000
|
|
|
1,276
|
|
|
—
|
|
|
3,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,981
|
|
(1)
|
This column presents information about
potential
awards under the Company’s 2013 Cash Incentive Program.
No actual payments were made pursuant to these awards.
For a more detailed description of the 2013 Cash Incentive Program, see the “Non-Equity Incentive Compensation” section of the Compensation Discussion and Analysis above. The 2013 Cash Incentive Program does not specify a “target” amount; therefore the respective amounts in the “target” column are representative amounts based on the Company’s actual fiscal year 2013 performance. As the Company's fiscal year 2013 net income was below the lowest levels of net income in the Eligibility Ranges for the 2013 Cash Incentive Program, no awards could be, or were, earned by any of the named executive officers under such program. The “threshold” amount represents the amount payable at the lowest net income level at which any award was payable and the “maximum” is the amount payable at the highest net income level.
|
(2)
|
This column presents information about
potential
awards under the Company’s 2013 Equity Incentive Program.
No awards were actually earned.
For a more detailed description of the 2013 Equity Incentive Program, see the “Equity Incentive Compensation” section of the Compensation Discussion and Analysis above. The 2013 Equity Incentive Program does not specify a “target” amount; therefore the respective amounts in the “target” column are representative amounts based on the Company’s actual fiscal year 2013 performance. As the Company's fiscal year 2013 net income was below the lowest levels of net income in the Eligibility Ranges for the 2013 Equity Incentive Program, no awards could be, or were, earned by any of the named executive officers under such program. The “threshold” amount is the number of Performance RSUs issuable at the lowest net income level at which any Performance RSUs could be earned and the “maximum” is the number of Performance RSUs issuable at the highest net income level.
|
(3)
|
The Company did not grant any stock awards not otherwise disclosed in fiscal year 2013.
|
(4)
|
The Company did not grant any option awards in fiscal year 2013.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
(a) |
|
Number of
Securities Underlying Unexercised Options (#) Exercisable (b) |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable (c) |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) |
|
Option
Exercise Price ($) (e) |
|
Option
Expiration Date (f) |
|
Number
of Shares or Units of Stock that have not Vested(1) (#) (g) |
|
Market
Value of Shares or Units of Stock that have not Vested ($) (h) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (2) (#) (i) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (j) |
|||||||||
R. Neal Black
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,049
|
|
|
677,395
|
|
|
4,651
|
|
|
261,479
|
|
David E. Ullman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,078
|
|
|
173,045
|
|
|
1,276
|
|
|
71,737
|
|
Robert B. Hensley
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,078
|
|
|
173,045
|
|
|
1,276
|
|
|
71,737
|
|
Gary M. Merry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,078
|
|
|
173,045
|
|
|
1,276
|
|
|
71,737
|
|
James W. Thorne
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,078
|
|
|
173,045
|
|
|
1,276
|
|
|
71,737
|
|
(1)
|
Column (g) represents the number of Performance RSUs granted to the named executive officers under the 2011 Equity Incentive Program. Based on the satisfaction of the relevant performance goals, these Performance RSUs have been earned. As of February 1, 2014, however, they had not vested because the relevant time-based vesting periods had not yet lapsed. The Performance RSUs granted under the 2011 Equity Incentive Program vested on March 29, 2014.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
(a) |
|
Number of
Shares Acquired on Exercise (#) (b) |
|
Value
Realized on Exercise ($) (c) |
|
Number of
Shares Acquired on Vesting (#) (d) |
|
Value
Realized on Vesting ($) (e) |
||||
R. Neal Black
|
|
—
|
|
|
—
|
|
|
26,525
|
|
|
1,049,228
|
|
David E. Ullman
|
|
—
|
|
|
—
|
|
|
3,775
|
|
|
148,244
|
|
Robert B. Hensley
|
|
—
|
|
|
—
|
|
|
3,775
|
|
|
148,244
|
|
Gary M. Merry
|
|
—
|
|
|
—
|
|
|
3,775
|
|
|
148,244
|
|
James W. Thorne
|
|
—
|
|
|
—
|
|
|
3,775
|
|
|
148,244
|
|
Name
(a) |
|
Executive
Contributions in Last FY ($) (b) |
|
Registrant
Contributions in Last FY ($) (c) |
|
Aggregate
Earnings/(Losses) in Last FY ($) (d) |
|
Aggregate
Withdrawals/ Distributions ($) (e) |
|
Aggregate
Balance at Last FYE ($) (f) |
|||||
R. Neal Black
|
|
—
|
|
|
—
|
|
|
106,653
|
|
|
—
|
|
|
932,168
|
|
David E. Ullman
|
|
—
|
|
|
—
|
|
|
47,823
|
|
|
—
|
|
|
533,868
|
|
Robert B. Hensley
|
|
—
|
|
|
—
|
|
|
37,118
|
|
|
—
|
|
|
544,913
|
|
Gary M. Merry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
James W. Thorne
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Name
(a) |
|
Termination
without Cause by Company or for Good Reason by Executive ($) (b) |
|
Termination
by Company for Cause ($) (c) |
|
Termination
by Executive without Good Reason or as a Result of the Death or Disability of Executive ($) (d) |
|
Expiration
at the Election of Company ($) (e) |
|
Termination
within 90 Days of a Change in Control (1) ($) (f) |
|||||
R. Neal Black
|
|
1,550,000
|
|
|
—
|
|
|
—
|
|
|
775,000
|
|
|
1,550,000
|
|
David E. Ullman
|
|
704,475
|
|
|
—
|
|
|
—
|
|
|
704,475
|
|
|
—
|
|
Robert B. Hensley
|
|
494,900
|
|
|
—
|
|
|
—
|
|
|
494,900
|
|
|
—
|
|
Gary M. Merry
|
|
465,000
|
|
|
—
|
|
|
—
|
|
|
465,000
|
|
|
—
|
|
James W. Thorne
|
|
440,000
|
|
|
—
|
|
|
—
|
|
|
440,000
|
|
|
—
|
|
(1)
|
A change in control is not a triggering event for a payment to any of the Executive Vice Presidents under their respective employment agreements. In the event the employment agreement for one of the Executive Vice Presidents is terminated within 90 days of a change in control, the termination payment would be calculated based upon the circumstances described in the notes to columns (b), (c) or (d), as applicable. For information on payments to be made to the named executive officers on the change in control of the Company resulting from the Merger Transactions, see the section of this Amendment No. 1 on Form 10-K/A titled "Arrangements with Non-Employee Directors and Named Executive Officers relating to the Merger."
|
Name
(a) |
|
Fees Earned
or Paid in Cash(1) ($) (b) |
|
Stock
Awards(2) ($) (c) |
|
Option
Awards ($) (d) |
|
Non-Equity
Incentive Plan Compensation ($) (e) |
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) |
|
All Other
Compensation(3) ($) (g) |
|
Total
($) (h) |
|||||||
Byron Bergren
|
|
45,171
|
|
|
60,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,201
|
|
James H. Ferstl
|
|
74,500
|
|
|
102,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
176,650
|
|
Andrew A. Giordano
|
|
150,455
|
|
|
102,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,605
|
|
William E. Herron
|
|
100,318
|
|
|
102,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,468
|
|
Sidney H. Ritman
|
|
115,318
|
|
|
102,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,468
|
|
Robert N. Wildrick
|
|
161,295
|
|
|
102,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
836,171
|
|
|
1,099,616
|
|
(1)
|
Amounts reported in column (b) represent retainers and attendance fees as more fully detailed in the table below.
|
(2)
|
Amounts reported in column (c) represent the grant date fair value of restricted stock units issued to the directors, based on the closing price of the Company’s common stock on the date of grant. At the end of fiscal year 2013, each non-employee director other than Mr. Bergren held 2,250 restricted stock units and no unexercised options or other unvested stock awards. At the end of fiscal year 2013, Mr. Bergren held 1,500 restricted stock units and no unexercised options or other unvested stock awards. As a director new to the Board in 2013, Mr. Bergren received in fiscal year 2013 an inaugural award of 1,500 restricted stock units, but did not receive the fiscal year 2013 annual award of restricted stock units.
|
(3)
|
The amount reported in column (g) represents fees paid to Mr. Wildrick during fiscal year 2013 pursuant to his consulting agreement with the Company ($825,000) and the incremental cost to the Company of medical, dental, vision and medical expense reimbursement insurance provided to Mr. Wildrick during fiscal year 2013 ($11,171). The effects of the Merger on the consulting agreement and Mr. Wildrick’s compensation are discussed below in the section of this Amendment No. 1 on Form 10-K/A titled “Transactions with Related Persons.”
|
Name
|
|
Annual
Retainer ($) |
|
Lead
Independent Director Retainer ($) |
|
Committee
Chair Retainer ($) |
|
Chairman
Retainer ($) |
|
Attendance
Fees ($) |
|
Total
($) |
||||||
Byron Bergren
|
|
31,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,500
|
|
|
45,171
|
|
James H. Ferstl
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,500
|
|
|
74,500
|
|
Andrew A. Giordano
|
|
40,000
|
|
|
38,137
|
|
|
19,068
|
|
|
—
|
|
|
53,250
|
|
|
150,455
|
|
William E. Herron
|
|
40,000
|
|
|
—
|
|
|
19,068
|
|
|
—
|
|
|
41,250
|
|
|
100,318
|
|
Sidney H. Ritman
|
|
40,000
|
|
|
—
|
|
|
19,068
|
|
|
—
|
|
|
56,250
|
|
|
115,318
|
|
Robert N. Wildrick
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
74,795
|
|
|
46,500
|
|
|
161,295
|
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
|
Shares Beneficially
Owned*
|
||||
|
|
Number
|
|
|
Percent
|
|
Byron L. Bergren
|
|
—
|
|
|
**
|
|
R. Neal Black(1)
|
|
148,476
|
|
|
0.53
|
%
|
James H. Ferstl(2)
|
|
13,000
|
|
|
**
|
|
Andrew A. Giordano(3)
|
|
45,460
|
|
|
**
|
|
Robert B. Hensley(4)
|
|
42,103
|
|
|
0.15
|
%
|
William E. Herron(5)
|
|
23,940
|
|
|
**
|
|
Gary M. Merry(6)
|
|
19,391
|
|
|
0.07
|
%
|
Sidney H. Ritman (7)
|
|
28,719
|
|
|
**
|
|
James W. Thorne(8)
|
|
15,000
|
|
|
0.05
|
%
|
David E. Ullman(9)
|
|
56,853
|
|
|
0.20
|
%
|
Robert N. Wildrick(10)
|
|
56,202
|
|
|
**
|
|
FMR LLC(11)
|
|
3,766,436
|
|
|
13.45
|
%
|
BlackRock, Inc.(12)
|
|
2,634,278
|
|
|
9.41
|
%
|
The Vanguard Group, Inc.(13)
|
|
1,794,703
|
|
|
6.41
|
%
|
All directors and executive officers as a group (11 persons)(14)
|
|
449,144
|
|
|
1.60
|
%
|
*
|
Unless otherwise indicated by footnote, the shares beneficially owned consist exclusively of shares of common stock. If indicated by footnote, the shares beneficially owned consist of shares of common stock and one or both of the following: (a) shares of common stock deliverable by the Company within 60 days of May 7, 2014 as a result of the vesting of restricted stock units granted under the Equity Incentive Plan; and (b) stock units held under the Company’s 2010 Deferred Compensation Plan. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned. Percentage ownership is calculated based on 27,998,089 shares of our common stock outstanding as of May 7, 2014, plus the number of stock units held for the account of the applicable individual(s) under the Company's 2010 Deferred Compensation Plan and the number of restricted stock units which will vest in the applicable individual(s) within 60 days of May 7, 2014. To our knowledge and based on reviews of Schedules 13D and Schedules 13G filed with the SEC, except as disclosed in this table, no other stockholder beneficially owned more than 5% of our outstanding shares of common stock as of May 7, 2014.
|
**
|
Represents less than 1%.
|
(1)
|
Mr. Black’s shares consist of 148,476 shares of common stock.
|
(2)
|
Mr. Ferstl’s shares consist of 4,750 shares of common stock, 6,000 stock units held for the account of Mr. Ferstl under the Company’s 2010 Deferred Compensation Plan and 2,250 restricted stock units which will vest within 60 days of
May 7, 2014
.
|
(3)
|
Mr. Giordano’s shares consist of 39,460 shares of common stock, 3,750 stock units held for the account of Mr. Giordano under the Company’s 2010 Deferred Compensation Plan and 2,250 restricted stock units which will vest within 60 days of
May 7, 2014
.
|
(4)
|
Mr. Hensley’s shares consist of 39,025 shares of common stock and 3,078 stock units held for the account of Mr. Hensley under the Company’s 2010 Deferred Compensation Plan.
|
(5)
|
Mr. Herron’s shares consist of 13,440 shares of common stock, 8,250 stock units held for the account of Mr. Herron under the Company’s 2010 Deferred Compensation Plan and 2,250 restricted stock units which will vest within 60 days of
May 7, 2014
. Receipt of the shares of common stock underlying the restricted stock units has been deferred until Mr. Herron’s separation from service as a member of the Board.
|
(6)
|
Mr. Merry’s shares consist of 19,391 shares of common stock.
|
(7)
|
Mr. Ritman’s shares consist of 12,049 shares of common stock, 14,420 stock units held for the account of Mr. Ritman under the Company’s 2010 Deferred Compensation Plan and 2,250 restricted stock units which will vest within 60 days of
May 7, 2014
. Receipt of the shares of common stock underlying the restricted stock units has been deferred until Mr. Ritman’s separation from service as a member of the Board.
|
(8)
|
Mr. Thorne’s shares consist of 8,147 shares of common stock and 6,853 stock units held for the account of Mr. Thorne under the Company’s 2010 Deferred Compensation Plan.
|
(9)
|
Mr. Ullman's shares consist of 50,000 shares of common stock and 6,853 stock units held for the account of Mr. Ullman under the Company’s 2010 Deferred Compensation Plan.
|
(10)
|
Mr. Wildrick’s shares consist of 45,702 shares of common stock, 8,250 stock units held for the account of Mr. Wildrick under the Company’s 2010 Deferred Compensation Plan and 2,250 restricted stock units which will vest within 60 days of
May 7, 2014
. Receipt of the shares of common stock underlying the restricted stock units has been deferred until Mr. Wildrick’s separation from service as a member of the Board.
|
(11)
|
The information in the table above and in this footnote is based on a Schedule 13G (Amendment No. 8) filed with the SEC on February 14, 2014. According to the aforementioned Schedule 13G, the reporting persons reported sole voting power with respect to 250,003 shares, sole dispositive power with respect to 3,766,436 shares, and no shared voting or dispositive power. The address of reporting persons is 245 Summer Street, Boston MA 02210.
|
(12)
|
The information in the table above and in this footnote is based on a Schedule 13G (Amendment No. 4) filed with the SEC on January 29, 2014. BlackRock, Inc. (“BlackRock”) reported sole voting power with respect to 2,544,640 shares, sole dispositive power with respect to 2,634,278 shares, and no shared voting or dispositive power. The address of BlackRock is 40 East 52
nd
Street, New York, NY 10022.
|
(13)
|
The information in the table above and in this footnote is based on a Schedule 13G (Amendment No. 2) filed with the SEC on February 11, 2014. The Vanguard Group, Inc. (“Vanguard”) reported sole voting power with respect to 41,288 shares, no shared voting power, sole dispositive power with respect to 1,755,527 shares, and shared dispositive power with respect to 39,176 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
|
(14)
|
Consists of: Byron L. Bergren, R. Neal Black, James H. Ferstl, Andrew A. Giordano, Robert B. Hensley, William E. Herron, Gary M. Merry, Sidney H. Ritman, James W. Thorne, David E. Ullman and Robert N. Wildrick.
|
Plan Category
|
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a) |
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights ($) (b) |
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) |
|||
Equity compensation plans approved by our stockholders
(1)
|
|
85,331
|
|
|
—
|
|
|
1,323,784
|
|
Equity compensation plans not approved by our stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
85,331
|
|
|
—
|
|
|
1,323,784
|
|
(1)
|
Column (a) consists of restricted stock units and stock units credited to the 2010 Deferred Compensation Plan, all of which may be settled in shares of our common stock. The restricted stock units and deferred stock units are not included in column (b). The Company does not have any outstanding options or warrants.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
Type of Fee
|
|
Fiscal 2012
($) |
|
Fiscal 2013
($) |
||
Audit Fees(1)
|
|
931,700
|
|
|
974,700
|
|
Audit-Related Fees(2)
|
|
50,200
|
|
|
41,900
|
|
Tax Fees(3)
|
|
44,200
|
|
|
67,600
|
|
All Other Fees(4)
|
|
2,200
|
|
|
348,800
|
|
Total Fees
|
|
1,028,300
|
|
|
1,433,000
|
|
(1)
|
Audit fees represent the aggregate fees for the stated fiscal year for professional services rendered for the audit of the Company’s annual financial statements and the audit of the Company’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with certain statutory and regulatory filings or engagements.
|
(2)
|
Audit-related fees represent the aggregate fees for a limited scope audit for one retirement plan in each of Fiscal
2012
and Fiscal
2013
.
|
(3)
|
Tax fees represent the aggregate fees for the stated fiscal year for tax compliance, tax advice and tax planning.
|
(4)
|
All other fees include the aggregate fees for the stated fiscal year for products and services provided by the principal accountant other than the services reported above. All other fees for Fiscal
2012
and Fiscal
2013
include subscription fees for access to Deloitte’s on-line research database. Additionally, Fiscal 2013 includes fees related to assisting in merger and acquisition due diligence and technical research related to potential merger and acquisition transactions.
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
|
|
Page
|
|
F-1
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
C
onsolidated Statements of Stockholders' Equity for the Years Ended January 28, 2012, February 2, 2013 and February 1, 2014
|
|
F-5
|
|
F-6
|
|
|
F-7
|
2.1
|
—
|
Agreement and Plan of Merger, dated as of March 11, 2014, by and among The Men's Wearhouse, Java Corp. and Jos. A. Bank Clothiers, Inc..*(32)
|
2.2
|
—
|
Membership Interest Purchase Agreement, dated as of February 13, 2014, by and among Everest Topco, LLC., Everest Holdings LLC. and Jos. A. Bank Clothiers, Inc..*(31)
|
3.1
|
—
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Company and the Restated Certificate of Incorporation of the Company.*(9)
|
3.2
|
—
|
Amended and Restated By-Laws of the Company as of July 2, 2013.*(28)
|
3.2(a)
|
—
|
Amendment to Amended and Restated By-Laws of the Company as of January 3, 2014.*(30)
|
4.1
|
—
|
Form of Common Stock certificate.*(1)
|
4.2
|
—
|
Rights Agreement, dated as of September 6, 2007, including Exhibit B thereto (the form of Right Certificate).*(10)
|
4.2(a)
|
—
|
First Amendment to Rights Agreement, dated as of January 3, 2014.*(30)
|
4.2(b)
|
—
|
Second Amendment to Rights Agreement, dated as of February 14, 2014.*(31)
|
4.2(c)
|
—
|
Third Amendment to Rights Agreement, dated as of March 11, 2014.*(32)
|
4.3
|
—
|
Certificate Eliminating Reference to Series A Preferred Stock from Restated Certificate of Incorporation of Company.*(11)
|
4.4
|
—
|
Certificate of Designation of Series A Junior Participating Preferred Stock.*(11)
|
10.1
|
—
|
1994 Incentive Plan.*(1)†
|
10.1(a)
|
—
|
Amendments, dated as of October 6, 1997, to Incentive Plan.*(2)†
|
10.2
|
—
|
Summary of 2013 and 2014 Cash and Equity Incentive Programs.*(35)†
|
10.3
|
—
|
Amended and Restated Employment Agreement, dated as of May 15, 2002, between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(5)†
|
10.3(a)
|
—
|
Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(12)†
|
10.3(b)
|
—
|
Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.3(c)
|
—
|
Seventh Amendment, dated as of March 30, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.3(d)
|
—
|
Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.3(e)
|
—
|
Ninth Amendment, dated as of March 29, 2011, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.3(f)
|
—
|
Tenth Amendment, dated as of March 27, 2012, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.3(g)
|
—
|
Eleventh Amendment, dated as of April 2, 2013, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.4
|
—
|
Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement, dated January 20, 2004.*(8)†
|
10.5
|
—
|
Employment Agreement, dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.5(a)
|
—
|
First Amendment, dated as of March 30, 2010, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.5(b)
|
—
|
Second Amendment, dated as of December 28, 2010, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.5(c)
|
—
|
Third Amendment, dated as of March 29, 2011, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.5(d)
|
—
|
Fourth Amendment, dated as of March 27, 2012, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.5(e)
|
—
|
Fifth Amendment, dated as of April 2, 2013, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.6
|
—
|
Amended and Restated Employment Agreement, dated May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(5)†
|
10.6(a)
|
—
|
Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(12)†
|
10.6(b)
|
—
|
Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.6(c)
|
—
|
Seventh Amendment, dated as of June 17, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(20)†
|
10.6(d)
|
—
|
Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.6(e)
|
—
|
Ninth Amendment, dated as of March 29, 2011, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.6(f)
|
—
|
Tenth Amendment, dated as of March 27, 2012, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.6(g)
|
—
|
Eleventh Amendment, dated as of April 2, 2013, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.7
|
—
|
Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(3)†
|
10.7(a)
|
—
|
Fourth Amendment, dated as of September 9, 2008, to Employment Agreement, dated as of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(14)†
|
10.7(b)
|
—
|
Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(14)†
|
10.7(c)
|
—
|
First Amendment, dated as of November 30, 2010, to Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(21)†
|
10.7(d)
|
—
|
Second Amendment, dated as of April 2, 2013, to Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.7(e)
|
—
|
Fourth Amendment, dated as
of May 8, 2014, to Co
nsulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(36)†
|
10.8
|
—
|
Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(3)†
|
10.8(a)
|
—
|
First Amendment, dated as of January 1, 2000, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(4)†
|
10.8(b)
|
—
|
Fourth Amendment, dated as of May 28, 2002, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(5)†
|
10.8(c)
|
—
|
Ninth Amendment, dated as of April 9, 2008, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(12)†
|
10.8(d)
|
—
|
Tenth Amendment, dated as of April 7, 2009, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.8(e)
|
—
|
Eleventh Amendment, dated as of March 30, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.8(f)
|
—
|
Twelfth Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.8(g)
|
—
|
Thirteenth Amendment, dated as of March 29, 2011, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.8(h)
|
—
|
Fourteenth Amendment, dated as of March 27, 2012, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.8(i)
|
—
|
Fifteenth Amendment, dated as of April 2, 2013, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.9
|
—
|
Amended and Restated Employment Agreement, dated as of August 30, 2010, by and between R. Neal Black and Jos. A. Bank Clothiers, Inc.*(20)†
|
10.9(a)
|
—
|
First Amendment, dated as of April 2, 2013 to Amended and Restated Employment Agreement, dated as of August 30, 2010, by and between R. Neal Black and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.10
|
—
|
Employment Offer Letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer.*(4)†
|
10.10(a)
|
—
|
Amendment to Employment Offer Letter, dated as of December 28, 2010, by and between Jerry DeBoer and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.10(b)
|
—
|
Written description of 2012 base salary for Jerry DeBoer.*(25)†
|
10.11
|
—
|
Employment Agreement, dated as of June 3, 2008, between Gary Merry and Jos. A. Bank Clothiers, Inc.* (13)†
|
10.11(a)
|
—
|
First Amendment, dated as of April 7, 2009 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.11(b)
|
—
|
Second Amendment, dated as of March 30, 2010 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.11(c)
|
—
|
Third Amendment, dated as of December 28, 2010 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.11(d)
|
—
|
Fourth Amendment, dated as of March 29, 2011 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.11(e)
|
—
|
Fifth Amendment, dated as of March 27, 2012 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.11(f)
|
—
|
Sixth Amendment, dated as of April 2, 2013 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.12
|
—
|
2002 Long-Term Incentive Plan.*(6)†
|
10.13
|
—
|
Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(7)†
|
10.14
|
—
|
Collective Bargaining Agreement, dated May 1, 2012, by and between Joseph A. Bank Mfg. Co., Inc. and Mid-Atlantic Regional Joint Board, Local 806.*(27)†
|
10.15
|
—
|
Form of Officer and Director Indemnification Agreement.*(17)†
|
10.15(a)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Robert N. Wildrick.*(17)†
|
10.15(b)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Andrew A. Giordano.*(17)†
|
10.15(c)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and R. Neal Black.*(17)†
|
10.15(d)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and James H. Ferstl.*(17)†
|
10.15(e)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Gary S. Gladstein.*(17)†
|
10.15(f)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and William E. Herron.*(17)†
|
10.15(g)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Henry Homes, III.*(17)†
|
10.15(h)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Sidney H. Ritman.*(17)†
|
10.15(i)
|
—
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and David E. Ullman.*(17)†
|
10.15(j)
|
—
|
Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Robert Hensley.*(20)†
|
10.15(k)
|
—
|
Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Charles D. Frazer.*(20)†
|
10.15(l)
|
—
|
Indemnification Agreement dated December 18, 2013 between JoS. A. Bank Clothiers, Inc. and Robert N. Wildrick.*(29)†
|
10.15(m)
|
—
|
Indemnification Agreement, dated January 22, 2014, between Jos. A. Bank Clothiers, Inc. and Byron L. Bergren. *(35)†
|
10.16
|
—
|
JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(16)†
|
10.16(a)
|
—
|
Amendment to JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(18)†
|
10.17
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Deferred Compensation Plan.*(18)†
|
10.18
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan.*(18)†
|
10.19
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – CEO Performance Restricted Stock Unit Award Agreement, dated June 17, 2010, by and between JoS. A. Bank Clothiers, Inc. and R. Neal Black.*(19)†
|
10.20
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – EVP Performance Restricted Stock Unit Award Agreement.*(19)†
|
10.21
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – Non-Employee Director Restricted Stock Unit 2010 Award Agreement.*(19)†
|
10.22
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – Non-Employee Director Restricted Stock Unit Annual Award Agreement.*(19)†
|
10.23
|
—
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – Non-Employee Director Restricted Stock Unit Inaugural Award Agreement.*(19)†
|
10.24
|
—
|
Standstill and Stockholder Agreement, dated February 13, 2014, by and between Jos. A. Bank Clothiers, Inc. and Everest Topco LLC. *(31)
|
10.25
|
—
|
Jos. A. Bank Clothiers, Inc. Transaction Retention Plan *(35)†
|
10.26
|
—
|
Term Sheet, dated as of March 11, 2014, by and between Robert N. Wildrick, Jos. A. Bank Clothiers, Inc. and The Men's Wearhouse, Inc. *(34)
|
10.27
|
—
|
Collective Bargaining Agreement, dated June 1, 2013, by and between Jos. A. Bank Clothiers, Inc. and Local 340, New York New Jersey Regional Joint Board, Workers United.*(35)†
|
21.1
|
—
|
Company subsidiaries.*(24)
|
23.1
|
—
|
Consent of Deloitte & Touche LLP.*(35)
|
31.1
|
—
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(35)
|
31.2
|
—
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(35)
|
31.3
|
—
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(36)
|
31.4
|
—
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(36)
|
32.1
|
—
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*(35)
|
32.2
|
—
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*(35)
|
101.INS
|
—
|
XBRL Instance Document. *(35)
|
101.SCH
|
—
|
XBRL Taxonomy Extension Schema Document. *(35)
|
101.CAL
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document. *(35)
|
101.DEF
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document. *(35)
|
101.LAB
|
—
|
XBRL Taxonomy Extension Label Linkbase Document. *(35)
|
101.PRE
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document. *(35)
|
|
|
|
*(1)
|
—
|
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed May 3, 1994.
|
*(2)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 31, 1998 (SEC File No. 000-23874).
|
*(3)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 1999 (SEC File No. 000-23874).
|
*(4)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 3, 2001 (SEC File No. 033-14657).
|
*(5)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 4, 2002 (SEC File No. 033-14657).
|
*(6)
|
—
|
Incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14(A) filed May 20, 2002 (SEC File No. 033-14657).
|
*(7)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated April 7, 2005 (SEC File No. 033-14657).
|
*(8)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 29, 2005 (SEC File No. 033-14657).
|
*(9)
|
—
|
Incorporated by reference to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 (SEC File No. 033-14657).
|
*(10)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 6, 2007 (SEC File No. 033-14657).
|
*(11)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 20, 2007 (SEC File No. 033-14657).
|
*(12)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 2, 2008 (SEC File No. 000-23874).
|
*(13)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2008 (SEC File No. 000-23874).
|
*(14)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 9, 2008 (SEC File No. 000-23874).
|
*(15)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 31, 2009 (SEC File No. 000-23874).
|
*(16)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 18, 2009 (SEC File No. 000-23874).
|
*(17)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2009 (SEC File No. 000-23874).
|
*(18)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 30, 2010.
|
*(19)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated June 17, 2010.
|
*(20)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010.
|
*(21)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2010.
|
*(22)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated December 28, 2010.
|
*(23)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 2, 2011.
|
*(24)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 29, 2011.
|
*(25)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 28, 2012.
|
*(26)
|
—
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 28, 2012.
|
*(27)
|
—
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 2, 2013.
|
*(28)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated July 2, 2013.
|
*(29)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated December 18, 2013.
|
*(30)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated January 3, 2014.
|
*(31)
|
—
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated February 14, 2014.
|
*(32)
|
—
|
Incorporated by reference to the Company's Current Report on Form 8-K, dated March 11, 2014.
|
*(33)
|
—
|
Incorporated by reference to the Company's Current Report on Form 8-K, dated January 22, 2014.
|
*(34)
|
—
|
Incorporated by reference to the Company's Current Report on Form 8-K, dated March 14, 2014.
|
*(35)
|
—
|
Previously filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2014, which is being amended hereby.
|
*(36)
|
—
|
Filed herewith.
|
†
|
—
|
Exhibit represents a management contract or compensatory plan or arrangement.
|
|
|
|
JOS. A. BANK CLOTHIERS, INC.
(Registrant)
|
|
|
By:
|
/s/ R. NEAL BLACK
|
|
|
|
R. NEAL BLACK
|
|
|
|
PRESIDENT AND CHIEF EXECUTIVE OFFICER
|
|
|
|
|
Dated:
|
May 9, 2014
|
|
|
2.1
|
—
|
|
Agreement and Plan of Merger, dated as of March 11, 2014, by and among The Men's Wearhouse, Java Corp. and Jos. A. Bank Clothiers, Inc..*(32)
|
2.2
|
—
|
|
Membership Interest Purchase Agreement, dated as of February 13, 2014, by and among Everest Topco, LLC., Everest Holdings LLC. and Jos. A. Bank Clothiers, Inc..*(31)
|
3.1
|
—
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Company and the Restated Certificate of Incorporation of the Company.*(9)
|
3.2
|
—
|
|
Amended and Restated By-Laws of the Company as of July 2, 2013.*(28)
|
3.2(a)
|
—
|
|
Amendment to Amended and Restated By-Laws of the Company as of January 3, 2014.*(30)
|
4.1
|
—
|
|
Form of Common Stock certificate.*(1)
|
4.2
|
—
|
|
Rights Agreement, dated as of September 6, 2007, including Exhibit B thereto (the form of Right Certificate).*(10)
|
4.2(a)
|
—
|
|
First Amendment to Rights Agreement, dated as of January 3, 2014.*(30)
|
4.2(b)
|
—
|
|
Second Amendment to Rights Agreement, dated as of February 14, 2014.*(31)
|
4.2(c)
|
—
|
|
Third Amendment to Rights Agreement, dated as of March 11, 2014.*(32)
|
4.3
|
—
|
|
Certificate Eliminating Reference to Series A Preferred Stock from Restated Certificate of Incorporation of Company.*(11)
|
4.4
|
—
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock.*(11)
|
10.1
|
—
|
|
1994 Incentive Plan.*(1)†
|
10.1(a)
|
—
|
|
Amendments, dated as of October 6, 1997, to Incentive Plan.*(2)†
|
10.2
|
—
|
|
Summary of 2013 and 2014 Cash and Equity Incentive Programs.*(35)†
|
10.3
|
—
|
|
Amended and Restated Employment Agreement, dated as of May 15, 2002, between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(5)†
|
10.3(a)
|
—
|
|
Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(12)†
|
10.3(b)
|
—
|
|
Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.3(c)
|
—
|
|
Seventh Amendment, dated as of March 30, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.3(d)
|
—
|
|
Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.3(e)
|
—
|
|
Ninth Amendment, dated as of March 29, 2011, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.3(f)
|
—
|
|
Tenth Amendment, dated as of March 27, 2012, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.3(g)
|
—
|
|
Eleventh Amendment, dated as of April 2, 2013, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.4
|
—
|
|
Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement, dated January 20, 2004.*(8)†
|
10.5
|
—
|
|
Employment Agreement, dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.5(a)
|
—
|
|
First Amendment, dated as of March 30, 2010, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.5(b)
|
—
|
|
Second Amendment, dated as of December 28, 2010, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.5(c)
|
—
|
|
Third Amendment, dated as of March 29, 2011, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.5(d)
|
—
|
|
Fourth Amendment, dated as of March 27, 2012, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.5(e)
|
—
|
|
Fifth Amendment, dated as of April 2, 2013, to Employment Agreement dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.6
|
—
|
|
Amended and Restated Employment Agreement, dated May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(5)†
|
10.6(a)
|
—
|
|
Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(12)†
|
10.6(b)
|
—
|
|
Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.6(c)
|
—
|
|
Seventh Amendment, dated as of June 17, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(20)†
|
10.6(d)
|
—
|
|
Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.6(e)
|
—
|
|
Ninth Amendment, dated as of March 29, 2011, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.6(f)
|
—
|
|
Tenth Amendment, dated as of March 27, 2012, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.6(g)
|
—
|
|
Eleventh Amendment, dated as of April 2, 2013, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.7
|
—
|
|
Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(3)†
|
10.7(a)
|
—
|
|
Fourth Amendment, dated as of September 9, 2008, to Employment Agreement, dated as of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(14)†
|
10.7(b)
|
—
|
|
Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(14)†
|
10.7(c)
|
—
|
|
First Amendment, dated as of November 30, 2010, to Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(21)†
|
10.7(d)
|
—
|
|
Second Amendment, dated as of April 2, 2013, to Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.7(e)
|
—
|
Fourth Amendment, dated as of May 8, 2014, to Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(36)†
|
|
10.8
|
—
|
|
Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(3)†
|
10.8(a)
|
—
|
|
First Amendment, dated as of January 1, 2000, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(4)†
|
10.8(b)
|
—
|
|
Fourth Amendment, dated as of May 28, 2002, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(5)†
|
10.8(c)
|
—
|
|
Ninth Amendment, dated as of April 9, 2008, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(12)†
|
10.8(d)
|
—
|
|
Tenth Amendment, dated as of April 7, 2009, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.8(e)
|
—
|
|
Eleventh Amendment, dated as of March 30, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.8(f)
|
—
|
|
Twelfth Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.8(g)
|
—
|
|
Thirteenth Amendment, dated as of March 29, 2011, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.8(h)
|
—
|
|
Fourteenth Amendment, dated as of March 27, 2012, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.8(i)
|
—
|
|
Fifteenth Amendment, dated as of April 2, 2013, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.9
|
—
|
|
Amended and Restated Employment Agreement, dated as of August 30, 2010, by and between R. Neal Black and Jos. A. Bank Clothiers, Inc.*(20)†
|
10.9(a)
|
—
|
|
First Amendment, dated as of April 2, 2013 to Amended and Restated Employment Agreement, dated as of August 30, 2010, by and between R. Neal Black and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.10
|
—
|
|
Employment Offer Letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer.*(4)†
|
10.10(a)
|
—
|
|
Amendment to Employment Offer Letter, dated as of December 28, 2010, by and between Jerry DeBoer and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.10(b)
|
—
|
|
Written description of 2012 base salary for Jerry DeBoer.*(25)†
|
10.11
|
—
|
|
Employment Agreement, dated as of June 3, 2008, between Gary Merry and Jos. A. Bank Clothiers, Inc.* (13)†
|
10.11(a)
|
—
|
|
First Amendment, dated as of April 7, 2009 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(15)†
|
10.11(b)
|
—
|
|
Second Amendment, dated as of March 30, 2010 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(18)†
|
10.11(c)
|
—
|
|
Third Amendment, dated as of December 28, 2010 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(22)†
|
10.11(d)
|
—
|
|
Fourth Amendment, dated as of March 29, 2011 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(24)†
|
10.11(e)
|
—
|
|
Fifth Amendment, dated as of March 27, 2012 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(25)†
|
10.11(f)
|
—
|
|
Sixth Amendment, dated as of April 2, 2013 to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(27)†
|
10.12
|
—
|
|
2002 Long-Term Incentive Plan.*(6)†
|
10.13
|
—
|
|
Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(7)†
|
10.14
|
—
|
|
Collective Bargaining Agreement, dated May 1, 2012, by and between Joseph A. Bank Mfg. Co., Inc. and Mid-Atlantic Regional Joint Board, Local 806.*(27)†
|
10.15
|
—
|
|
Form of Officer and Director Indemnification Agreement.*(17)†
|
10.15(a)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Robert N. Wildrick.*(17)†
|
10.15(b)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Andrew A. Giordano.*(17)†
|
10.15(c)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and R. Neal Black.*(17)†
|
10.15(d)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and James H. Ferstl.*(17)†
|
10.15(e)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Gary S. Gladstein.*(17)†
|
10.15(f)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and William E. Herron.*(17)†
|
10.15(g)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Henry Homes, III.*(17)†
|
10.15(h)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Sidney H. Ritman.*(17)†
|
10.15(i)
|
—
|
|
Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and David E. Ullman.*(17)†
|
10.15(j)
|
—
|
|
Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Robert Hensley.*(20)†
|
10.15(k)
|
—
|
|
Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Charles D. Frazer.*(20)†
|
10.15(l)
|
—
|
Indemnification Agreement dated December 18, 2013 between JoS. A. Bank Clothiers, Inc. and Robert N. Wildrick.*(29)†
|
|
10.15(m)
|
—
|
Indemnification Agreement, dated January 22, 2014, between Jos. A. Bank Clothiers, Inc. and Byron L. Bergren. *(35)†
|
|
10.16
|
—
|
|
JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(16)†
|
10.16(a)
|
—
|
|
Amendment to JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(18)†
|
10.17
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Deferred Compensation Plan.*(18)†
|
10.18
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan.*(18)†
|
10.19
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – CEO Performance Restricted Stock Unit Award Agreement, dated June 17, 2010, by and between JoS. A. Bank Clothiers, Inc. and R. Neal Black.*(19)†
|
10.20
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – EVP Performance Restricted Stock Unit Award Agreement.*(19)†
|
10.21
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – Non-Employee Director Restricted Stock Unit 2010 Award Agreement.*(19)†
|
10.22
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – Non-Employee Director Restricted Stock Unit Annual Award Agreement.*(19)†
|
10.23
|
—
|
|
JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan – Non-Employee Director Restricted Stock Unit Inaugural Award Agreement.*(19)†
|
10.24
|
—
|
|
Standstill and Stockholder Agreement, dated February 13, 2014, by and between Jos. A. Bank Clothiers, Inc. and Everest Topco LLC. *(31)
|
10.25
|
—
|
|
Jos. A. Bank Clothiers, Inc. Transaction Retention Plan *(35)†
|
10.26
|
—
|
|
Term Sheet, dated as of March 11, 2014, by and between Robert N. Wildrick, Jos. A. Bank Clothiers, Inc. and The Men's Wearhouse, Inc. *(34)
|
10.27
|
—
|
|
Collective Bargaining Agreement, dated June 1, 2013, by and between Jos. A. Bank Clothiers, Inc. and Local 340, New York New Jersey Regional Joint Board, Workers United.*(35)†
|
21.1
|
—
|
|
Company subsidiaries.*(24)
|
23.1
|
—
|
|
Consent of Deloitte & Touche LLP.*(35)
|
31.1
|
—
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(35)
|
31.2
|
—
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(35)
|
31.3
|
—
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(36)
|
|
31.4
|
—
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*(36)
|
|
32.1
|
—
|
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*(35)
|
32.2
|
—
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*(35)
|
101.INS
|
—
|
|
XBRL Instance Document. *(35)
|
101.SCH
|
—
|
|
XBRL Taxonomy Extension Schema Document. *(35)
|
101.CAL
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase Document. *(35)
|
101.DEF
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document. *(35)
|
101.LAB
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document. *(35)
|
101.PRE
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document. *(35)
|
|
|
|
|
*(1)
|
—
|
|
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed May 3, 1994.
|
*(2)
|
—
|
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 31, 1998 (SEC File No. 000-23874).
|
*(3)
|
—
|
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 1999 (SEC File No. 000-23874).
|
*(4)
|
—
|
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 3, 2001 (SEC File No. 033-14657).
|
*(5)
|
—
|
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 4, 2002 (SEC File No. 033-14657).
|
*(6)
|
—
|
|
Incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14(A) filed May 20, 2002 (SEC File No. 033-14657).
|
*(7)
|
—
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated April 7, 2005 (SEC File No. 033-14657).
|
*(8)
|
—
|
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 29, 2005 (SEC File No. 033-14657).
|
*(9)
|
—
|
|
Incorporated by reference to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2006 (SEC File No. 033-14657).
|
*(10)
|
—
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 6, 2007 (SEC File No. 033-14657).
|
*(11)
|
—
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 20, 2007 (SEC File No. 033-14657).
|
*(12)
|
—
|
|
Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 2, 2008 (SEC File No. 000-23874).
|
*(13)
|
—
|
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2008 (SEC File No. 000-23874).
|
*(14)
|
—
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K, dated September 9, 2008 (SEC File No. 000-23874).
|
1 Year Jos. A. Bank Clothiers Chart |
1 Month Jos. A. Bank Clothiers Chart |
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