Schedule 14A


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

 

 

 

 

¨

 

Preliminary Proxy Statement

 

 

¨

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

x

 

Definitive Proxy Statement

 

 

¨

 

Definitive Additional Materials

 

 

¨

 

Soliciting Material Pursuant to Section 240 14a-12

PERRY ELLIS INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

 

 

 

 

 

x

 

No fee required.

 

 

¨

 

Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

     

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

     

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

     

 

 

(5)

 

Total fee paid:

 

     

 

 

¨

 

Fee paid previously with preliminary materials.

 

 

¨

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount previously paid:

 

     

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

     

 

 

(3)

 

Filing party:

 

     

 

 

(4)

 

Date Filed:

 

     

 

 

 
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3000 N.W. 107th Avenue

Miami, Florida 33172

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 9, 2016

 

 

To the Shareholders of Perry Ellis International, Inc.:

The 2016 Annual Meeting of Shareholders (including any adjournments, postponements, continuations or reschedulings thereof, the “2016 Annual Meeting ”) of Perry Ellis International, Inc., a Florida corporation (the “ Company ” or “ Perry Ellis ”), will be held at our principal executive offices at 3000 N.W. 107th Avenue, Miami, Florida 33172 at 11:00 a.m., Eastern Daylight Time, on June 9, 2016 for the following purposes:

 

 

1.

To elect as directors of the Company the three nominees named in this proxy statement, each to serve until the 2019 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified;

 

 

2.

To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended January 30, 2016, as disclosed in this proxy statement;

 

 

3.

To approve the Company’s 2016 Management Incentive Compensation Plan;

 

 

4.

To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2017;

 

 

5.

To vote upon the amendments to Article IV and Article VII of the Company’s Fourth Restated Articles of Incorporation regarding advance notice of nominations and proposals;

 

 

6.

To vote upon the amendment to Article VI of the Company’s Fourth Restated Articles of Incorporation to eliminate the classification of the Board of Directors; and

 

 

7.

To transact such other business as may properly come before the 2016 Annual Meeting and any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 28, 2016 as the record date for determining those shareholders entitled to notice of, and to vote at, the 2016 Annual Meeting.

Your vote is important. Whether or not you expect to be present, please sign, date and return the enclosed proxy card in the pre-addressed envelope provided for that purpose as promptly as possible. No postage is required if mailed in the United States. In addition to voting by mailing in your proxy card, you may vote by Internet or telephone. The instructions for voting by Internet or telephone are provided on your proxy card or voting instruction form.

Please read the attached proxy statement, as it contains important information you need to know to vote at the 2016 Annual Meeting.

 

 

By order of the Board of Directors,

/s/ Cory Shade

Cory Shade,

EVP, General Counsel and Secretary

Miami, Florida

May 3, 2016
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ALL SHAREHOLDERS ARE INVITED TO ATTEND THE 2016 ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND, WE RESPECTFULLY URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE 2016 ANNUAL MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON. “STREET NAME” SHAREHOLDERS WHO WISH TO VOTE THEIR SHARES IN PERSON WILL NEED TO OBTAIN A PROXY FROM THE PERSON IN WHOSE NAME THEIR SHARES ARE REGISTERED.

Important Notice Regarding the Availability of

Proxy Materials for the Shareholder

Meeting to Be Held on June 9, 2016

This proxy statement and our annual report to shareholders on Form 10-K are available at:

http://www.cstproxy.com/perryellis/2016
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

TIME, DATE AND PLACE OF ANNUAL MEETING

  

 

1

  

 

 

PURPOSES OF THE 2016 ANNUAL MEETING

  

 

1

  

 

 

GENERAL INFORMATION

  

 

2

  

 

 

PROPOSAL 1 – ELECTION OF DIRECTORS

  

 

5

  

 

 

CORPORATE GOVERNANCE

  

 

10

  

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  

 

17

  

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

19

  

 

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  

 

21

  

 

 

DIRECTOR COMPENSATION

  

 

22

  

 

 

COMPENSATION DISCUSSION AND ANALYSIS

  

 

25

  

 

 

COMPENSATION COMMITTEE REPORT

  

 

42

  

 

 

EXECUTIVE COMPENSATION

  

 

43

  

 

 

PAYOUT TO CERTAIN EXECUTIVE OFFICERS UPON TERMINATION OR CHANGE IN CONTROL

  

 

47

  

 

 

NEW EMPLOYMENT AGREEMENTS

  

 

51

  

 

 

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

  

 

54

  

 

 

PROPOSAL 2 – ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION

  

 

55

  

 

 

PROPOSAL 3 – TO ADOPT THE COMPANY’S 2016 MANAGEMENT INCENTIVE COMPENSATION PLAN

  

 

55

  

 

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

  

 

58

  

 

 

PROPOSAL 4 – RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

59

  

 

 

PROPOSAL 5 – TO VOTE UPON AMENDMENTS TO ARTICLE IV AND ARTICLE VII OF THE FOURTH RESTATED ARTICLES OF INCORPORATION REGARDING ADVANCE NOTICE OF NOMINATIONS AND PROPOSALS

  

 

59

  

 

 

PROPOSAL 6 – TO VOTE UPON AN AMENDMENT TO ARTICLE VI OF THE FOURTH RESTATED ARTICLES OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS

  

 

62

  

 

 

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

  

 

64

  

 

 

OTHER BUSINESS

  

 

65

  

 

 

INFORMATION CONCERNING SHAREHOLDER PROPOSALS AT 2017 ANNUAL MEETING

  

 

65

  

 

 

APPENDIX A – THE COMPANY’S MANAGEMENT INCENTIVE COMPENSATION PLAN

  

 

A-1

  

 

 

APPENDIX B – AMENDMENT TO ARTICLE IV AND ARTICLE VII OF THE FOURTH RESTATED ARTICLES OF INCORPORATION

  

 

B-1

  

 

 

APPENDIX C – AMENDMENT TO ARTICLE VI OF THE FOURTH RESTATED ARTICLES OF INCORPORATION

  

 

C-1

  


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