Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 26, 2020, Tailored Brands, Inc. (the "Company") announced temporary
reductions in the base salaries of its named executive officers, effective March
29, 2020. The base salary of Dinesh S. Lathi, President and Chief Executive
Officer, will be reduced by 50%. The base salary of all other named executive
officers and other executives directly reporting to Mr. Lathi will be reduced by
25%. In addition, the base salaries of other members of the Company's senior
management team will be also be reduced. The Board of Directors has also agreed
to a 50% reduction in its retainer fees.
Item 8.01 Other Events.
On March 26, 2020, the Company issued a press release announcing that, based on
the latest guidance from federal, state and local government and health
authorities, and in the interest of the health and safety of its customers and
employees, the Company will extend the temporary closure of its retail stores
until at least May 4, 2020. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking information, including
the Company's statements concerning the coronavirus and extending the temporary
closing of its retail stores until at least May 4, 2020. In addition, words such
as "expects," "anticipates," "envisions," "targets," "goals," "projects,"
"intends," "plans," "believes," "seeks," "estimates," "guidance," "may,"
"projections," and "business outlook," variations of such words and similar
expressions are intended to identify such forward-looking statements. The
forward-looking statements are made pursuant to the Safe Harbor provisions of
the Private Securities Litigation Reform Act of 1995. Any forward-looking
statements that we make herein are not guarantees of future performance and
actual results may differ materially from those in such forward-looking
statements as a result of various factors. Factors that might cause or
contribute to such differences include, but are not limited to: actions or
inactions by governmental entities; domestic and international macro-economic
conditions; inflation or deflation; the loss of, or changes in, key employees;
success, or lack thereof, in formulating or executing our internal strategies
and operating plans including new store and new market expansion plans; cost
reduction initiatives and revenue enhancement strategies; changes to our capital
allocation policy; changes in demand for our retail clothing or rental products;
market trends in the retail or rental business; customer confidence and spending
patterns; changes in traffic trends in our stores; customer acceptance of our
merchandise strategies, including custom clothing; performance issues with key
suppliers; disruptions in our supply chain; severe weather; public health
crises, including the recent coronavirus outbreak; foreign currency
fluctuations; government export and import policies, including the enactment of
duties or tariffs; advertising or marketing activities of competitors; the
impact of cybersecurity threats or data breaches; legal proceedings and the
impact of climate change.
Forward-looking statements are intended to convey the Company's expectations
about the future, and speak only as of the date they are made. We undertake no
obligation to publicly update or revise any forward-looking statements that may
be made from time to time, whether as a result of new information, future
developments or otherwise, except as required by applicable law. However, any
further disclosures made on related subjects in our subsequent reports on Forms
10-K, 10-Q and 8-K should be consulted. This discussion is provided as permitted
by the Private Securities Litigation Reform Act of 1995, and all written or oral
forward-looking statements that are made by or attributable to us are expressly
qualified in their entirety by the cautionary statements contained or referenced
in this section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is included in this Form 8-K.
99.1 Press Release of the Company dated March 26, 2020.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded in the Inline XBRL document).
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