Schedule 14A


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APPENDIX B

ARTICLES OF AMENDMENT

TO

FOURTH RESTATED

ARTICLES OF INCORPORATION

OF

PERRY ELLIS INTERNATIONAL, INC.

a Florida corporation

Perry Ellis International, Inc., a corporation organized and existing under the laws of the State of Florida (the “ Corporation ”), hereby certifies as follows:

1. The name of the corporation is Perry Ellis International, Inc. The Corporation’s original Articles of Incorporation (Charter 315500) were filed with the Department of State of the State of Florida on April 5, 1967. Pursuant to the provisions of Section 607.1006, Florida Statutes, the Corporation adopts the following Articles of Amendment to its Fourth Restated Articles of Incorporation:

 

 

 

 

FIRST:

  

Article IV of the Corporation’s Fourth Restated Articles of Incorporation is hereby deleted in its entirety.

 

 

SECOND:

  

Article VII of the Corporation’s Fourth Restated Articles of Incorporation is hereby deleted in its entirety.

 

 

THIRD:

  

The remaining Articles of the Fourth Restated Articles of Incorporation shall be renumbered accordingly. Except as set forth herein, the Fourth Restated Articles of Incorporation of the Corporation shall remain the same.

 

 

FOURTH:

  

The foregoing amendment was approved by the directors of the Corporation on March 17, 2016 and by the shareholders of the Corporation on June 9, 2016. The number of votes cast for the amendment was sufficient for approval. There were no voting groups entitled to vote separately on the amendment.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by a duly authorized officer of the Corporation on June     , 2016.

 

 

 

 

PERRY ELLIS INTERNATIONAL, INC.

 

 

Name:

 

 

Title:

 

 

 

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APPENDIX C

ARTICLE VI

* * * *

B. TERM OF OFFICE. The Board of Directors shall be divided into three classes, designated as Class I, Class II and Class III. The number of directors in each class shall be determined by the Board of Directors and shall consist of as nearly equal a number of directors as practicable. The term of the Class I directors initially shall expire at the first annual meeting of shareholders ensuing after the 1998 Annual Meeting of Shareholders; the term of Class II directors initially shall expire at the second Annual Meeting of Shareholders ensuing after the 1998 Annual Meeting of Shareholders; and the term of Class III directors initially shall expire at the third Annual Meeting of Stockholders ensuing after the 1998 Annual Meeting of Shareholders. In the case of each class, the directors shall serve until their respective successors are duly elected and qualified. At each Annual Meeting of Shareholders, directors of the respective class whose term expires shall be elected, and the directors chosen to succeed those whose terms shall have expired shall be elected to hold office for a term to expire at the third ensuing Annual Meeting of Stockholders after their election, and until their respective successors are elected and qualified; provided, however, that at each annual election of directors commencing at the 2017 Annual Meeting of Shareholders, the successors to the class of directors whose term expires at that time shall be elected to hold office for a term of one year. Commencing with the 2019 Annual Meeting of Shareholders, the division of the Board of Directors into three classes shall terminate and all directors shall be of one class elected annually.

 

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

PERRY ELLIS INTERNATIONAL, INC.

2016 Annual Meeting of Shareholders

June 9, 2016

This Proxy Is Solicited on Behalf of the Board of Directors

Please Be Sure to Mark, Sign, Date and Return Your Proxy Card in the Envelope Provided

FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED

PROXY

Please mark your votes like this X

The Board of Directors recommends you vote FOR ALL director nominees listed in Proposal 1 and FOR Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal 6.

1. Election of Directors of the Company to serve until the 2019 Annual Meeting of Shareholders. 4. Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2017. FOR AGAINST ABSTAIN

FOR ALL WITHHOLD ALL FOR ALL EXCEPT

Nominees:

01) George Feldenkreis

02) Jane E. DeFlorio

03) Joe Arriola

5. Vote upon the amendments to Articles IV and Article VII of the Company’s Fourth Restated Articles of Incorporation regarding advance notice of nominations and proposals. FOR AGAINST ABSTAIN

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below

6. 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. FOR AGAINST ABSTAIN

2 . Advisory resolution to approve the compensation of the Company’s named executive officers for the fiscal year ended January 30, 2016 as disclosed in the Company’s Annual Meeting Proxy Statement. FOR AGAINST ABSTAIN COMPANY ID:

PROXY NUMBER:

FOR AGAINST ABSTAIN

3. Approval of the Company’s 2016 Management Incentive Compensation Plan.

ACCOUNT NUMBER:

Signature Signature Date , 2016.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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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

FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED

PROXY

PERRY ELLIS INTERNATIONAL, INC.

2016 Annual Meeting of Shareholders

June 9, 2016

This Proxy Is Solicited on Behalf of the Board of Directors

By signing, dating and returning this proxy card, you revoke all prior proxies, including any proxy previously given by telephone or internet, and appoint George Feldenkreis and Oscar Feldenkreis, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize them, or either of them, to represent and to vote, and otherwise act on behalf of the undersigned with all powers that the undersigned would have if personally present thereat, with respect to, all of the shares of common stock of Perry Ellis International, Inc., a Florida corporation (the “Company”), that you are entitled to vote, as of the April 28, 2016 record date, at the 2016 Annual Meeting of Shareholders to be held on June 9, 2016, at our principal executive offices at 3000 N.W. 107th Avenue, Miami, Florida 33172, and any adjournment, postponement, continuation or rescheduling thereof.

In accordance with the discretion and at the instruction of the Board of Directors or an authorized committee thereof, the proxy holder is authorized to act upon all matters incident to the conduct of the meeting and upon other matters that properly come before the 2016 Annual Meeting subject to the conditions described in the Company’s Annual Meeting proxy statement. Subject to the conditions set forth in the proxy statement, if any nominee named on the reverse side declines or is unable to serve as a director, the persons named as proxies shall have the authority to vote for any other person who may be nominated at the instruction and discretion of the Board of Directors or an authorized committee thereof.

This proxy, when properly executed, will be voted in the manner directed herein. Where no direction is given, the shares represented by this proxy will be voted in accordance with the Board of Directors’ recommendations. Unless a contrary direction is indicated, this proxy will be voted “FOR” all nominees listed in Proposal 1, “FOR” Proposal 2, “FOR” Proposal 3, “FOR” Proposal 4, “FOR” Proposal 5 and “FOR” Proposal 6.

(Continued, and to be marked, dated and signed, on the other side
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