Schedule 14A


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Alexandra Wilson was appointed to our Board of Directors in 2014. Since September 2014, Ms. Wilson has served as CEO of Glamsquad, Inc., an on-demand beauty services company she co-founded. In 2007,

 

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Ms. Wilson co-founded Gilt Groupe, Inc., an innovative online shopping destination, and from 2007 to December 2014, Ms. Wilson served in various senior capacities at Gilt. She served as Gilt’s Head of Strategic Alliances from 2013-2014; Head of National Sales for Gilt City, a division of Gilt, from 2012 to 2013; and Chief Merchandising Officer of Gilt from 2007 to 2012. Prior to founding Gilt, from 2005 to 2006, Ms. Wilson was the retail operations manager for Bulgari, S.p.A., a luxury goods retailer. From 2004 to 2005, she was the sales forecaster at LVMH Moetitennessy Louis Vuitton S.A., a luxury goods retailer. From 1999 to 2002, Ms. Wilson was an analyst at Merrill Lynch & Co, Inc., an investment bank. Ms. Wilson is on the Board of Directors of the National Retail Federation Foundation and the Women’s Forum of New York. Ms. Wilson’s entrepreneurial and operating experience, including as co-founder of Glamsquad and Gilt, and her experience in merchandising, business development, sales, branding, marketing and social media, and retail experience within the industry, provides the board with invaluable insights into a range of retail operational and distribution matters.

Anita D. Britt was appointed Chief Financial Officer in March 2009. From 2006 until 2009, Ms. Britt served as Executive Vice President and Chief Financial Officer of Urban Brands, Inc., an apparel company. From 1993 to 2006, Ms. Britt served in various positions, including that of Executive Vice President, Finance for Jones Apparel Group, Inc., an apparel company.

Luis Paez was appointed Chief Information Officer in 2000. From December 1994 to 2000, he served as our MIS Director. From 1989 to 1994, he held various positions including that of Systems Director for Suave Shoe Corporation, a public company engaged in shoe manufacturing.

Cory Shade was appointed Executive Vice President and General Counsel in fiscal 2016 after serving as Corporate Secretary since 2014, Senior Vice President and General Counsel since 2006, and after serving as Assistant Secretary since 2010. Between 2002 and 2006, Ms. Shade was General Counsel of BG Investment, LLC, an investment company. From 2000 through 2002, Ms. Shade was a corporate attorney at the law firm of Kilpatrick Stockton LLP. From 1998 through 2000, she was General Counsel of FirstCom Corporation, a telecommunications company, which merged into AT&T Latin America Corp. From 1996 through 1998, Ms. Shade was a corporate attorney at the law firm of Steel, Hector & Davis LLP, now known as Squire Patton Boggs.

Stanley P. Silverstein, was appointed President, International Development and Global Licensing in September 2013. From 2006 to 2013, Mr. Silverstein served as Executive Vice President-International Strategy and Business Development of The Warnaco Group, Inc., which merged into PVH Corp., both apparel companies. From 1984 to 2006, Mr. Silverstein served in various management capacities for Warnaco, including EVP Corporate Development, Chief Administrative Officer, General Counsel and Secretary.

John F. Voith, Jr. was appointed President, Golf Division in April 2014. From April 2012 to April 2014 he served as Group President of Golf and Sportswear Divisions. From September 2009 to April 2012, he served as President of Golf and Sportswear Divisions and from 2001 to 2009 he served as Executive Vice President of the Sportswear Division. Prior to 2001, Mr. Voith held various positions, including as an Executive Vice President, at each of PVH Corp. and The Arrow Co., both apparel companies.

George Feldenkreis is the father of Oscar Feldenkreis, our Vice Chairman, CEO/President, and a director.

Our executive officers are elected annually by our Board of Directors and serve at the discretion of our Board of Directors. Our directors hold office until the third succeeding Annual Meeting of Shareholders after their respective election, unless otherwise stated, and until their successors have been duly elected and qualified.

 

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CORPORATE GOVERNANCE

Board Responsibilities, Structure and Requirements

The board oversees, counsels and directs management in our long-term interests and those of our shareholders. The board’s responsibilities include:

 

 



 

Selecting and regularly evaluating the performance of the CEO and other executive officers;

 

 



 

Reviewing and approving our major financial objectives and strategic and operating plans, business risks and actions;

 

 



 

Overseeing the conduct of our business to evaluate whether the business is being properly managed; and

 

 



 

Overseeing the processes for maintaining the integrity of our financial statements and other publicly disclosed information in compliance with law.

The board has a “lead independent director” Jane E. DeFlorio who was elected lead independent director in May 2015. The responsibilities of the lead independent director are as follows: (i) presides at all meetings of the board at which the Chairman is not present including presiding at executive sessions of the board (without management present) at every regularly scheduled board meeting, (ii) serves as a liaison between the Chairman (and management) and the independent directors, (iii) approves meeting agendas, time schedules and other information provided to the board, and (iv) is available for direct communication and consultation with major shareholders, as appropriate, upon request. Our lead independent director also has the authority to call meetings of the independent directors.

All of our directors are expected to comply with our Code of Business Conduct and Ethics and our Insider Trading Policy. The Board of Directors conducts an annual self-assessment. The board decided to schedule the fiscal 2016 assessment for when the majority of directors have served together for at least one year. In addition, we encourage our directors to attend formal training programs in areas relevant to the discharge of their duties as directors. We reimburse directors for all expenses they incur in attending such programs.

CEO Succession

In 2015, the board adopted a management succession plan with respect to the position of CEO. George Feldenkreis, who is 80 years old, founded the Company in 1967 and has served as the Company’s CEO and Chairman of the Board since 1993, has after an esteemed career of approximately 50 years of leading and overseeing the Company’s substantial growth and success, transitioned from his role as Chief Executive Officer and is now serving as Executive Chairman of the Board. In his role as Executive Chairman, he will continue to have an integral role in strategic planning and the development of M&A, international, licensing and other growth opportunities where his experience and extensive knowledge of Perry Ellis and the apparel industry can help the Company create value for its shareholders. Oscar Feldenkreis, who has been involved in all aspects of the Company’s operations since joining the Company full-time in 1980 and serving as President/COO since 1993 and Vice Chairman of the Board since 2005, is now the Company’s CEO and President. In designating Oscar Feldenkreis to be the Company’s CEO, your board took into consideration, among other factors, the substantial and pivotal role that Oscar Feldenkreis has played in the growth and success of the Company over the past 35 years the key role he played in expanding the scope of the Company’s business beyond private-label distribution as Perry Ellis successfully branched into branded men’s and women’s apparel, and that, other than George Feldenkreis, no one is as familiar with the Company as Oscar Feldenkreis, having served as President/COO and a member of your board for close to four decades. The board believes that Oscar Feldenkreis’ extensive knowledge of and experience with the Company, his deep understanding of the apparel industry, and his extensive network of relationships within the industry, together with his strong commitment, dedication and work ethic, makes him the best candidate to serve as the Company’s next CEO and lead Perry Ellis as it enters its next era of growth and value creation. The board firmly believes that this plan achieves both continuity and the continued success of our Company.

 

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Meetings and Committees of the Board of Directors

The Board of Directors and its committees meet throughout the year on a set schedule, and hold special meetings and act by written consent from time to time as appropriate. During fiscal 2016 , our Board of Directors held ten meetings including board meetings held via conference call. During fiscal 2016, all of our then current directors attended at least 75% of the meetings of the Board of Directors and applicable committees on which they served. We strongly encourage all directors to attend the 2016 Annual Meeting of Shareholders, but we have no specific policy requiring attendance by directors at such meeting. All of our then current directors attended the 2015 Annual Meeting of Shareholders.

The board delegates various responsibilities and authority to different board committees. Committees regularly report on their activities and actions to the full board. The standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Investment Policy Committee. The board has determined that each member of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee is an independent director in accordance with the standards adopted by The Nasdaq Stock Market, Inc., or NASDAQ. Our independent directors meet without management at regularly scheduled executive sessions, in conjunction with regularly scheduled board and committee meetings, and at such other times as they deem appropriate.

Our board, or the applicable committee, has adopted a written charter for each of the Audit, Compensation, and Corporate Governance and Nominating Committees and has adopted corporate governance guidelines that address the composition and duties of the board and its committees. The charters for the Audit, Corporate Governance and Nominating, and Compensation Committees, and our corporate governance guidelines, are posted in the “Our Company” section of our website at www.pery.com , and each is available in print, without charge, to any shareholder. Each of the committees has the authority to retain independent advisors and consultants with all fees and expenses to be paid by us.

Audit Committee

The Audit Committee is presently comprised of Bruce J. Klatsky, Chairman of the committee, Jane E. DeFlorio, Michael W. Rayden and J. David Scheiner. Mr. Klatsky was appointed to the Committee in December 2015. Ms. DeFlorio served on the Committee for the entirety of fiscal 2016. During fiscal 2016, Mr. Scheiner was a member of the Audit Committee until April 2015 and rejoined the Audit Committee in July 2015. Mr. Rayden was appointed to the Audit Committee when he joined the board in July 2015. The Audit Committee’s functions include overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, the selection and qualifications of our independent registered public accounting firm, and the performance of our internal audit function and controls regarding finance, accounting, risk, legal compliance and ethics that management and our Board of Directors have established. In this oversight capacity, the Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including any recommendations to improve the system of accounting and internal controls. The Audit Committee met on thirteen occasions during fiscal 2016, including participation in conference calls with members of management and our independent registered public accounting firm to review and pre-approve earnings releases and our quarterly and annual periodic reports before their issuance.

The Audit Committee is comprised of outside directors who are not officers or employees of us or our subsidiaries. In the opinion of the Board of Directors, all of the members of the Audit Committee are “independent” as that term is defined in the NASDAQ listing standards and the rules and regulations of the SEC, and these directors are independent of management and free of any relationships that would interfere with their exercise of independent judgment as members of the Audit Committee. Additionally, each of Bruce J. Klatsky, Jane E. DeFlorio and Michael W. Rayden has been determined by our Board of Directors to meet the qualifications of an “Audit Committee Financial Expert” as defined in the SEC’s rules.

 

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PricewaterhouseCoopers LLP, our independent registered public accounting firm, reports directly to the Audit Committee. Our internal audit department also reports directly to the Audit Committee through the Vice President of Internal Audit. The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and the SEC’s rules adopted thereunder, meets with management and the independent registered public accounting firm prior to the filing of our periodic reports. The Audit Committee has also adopted policies and procedures for reporting improper activity to enable confidential and anonymous reporting of improper activities to the Audit Committee and the treatment of such reported activity.

Compensation Committee

The Compensation Committee is presently comprised of J. David Scheiner, Chairman of the committee, Bruce J. Klatsky, Michael W. Rayden and Alexandra Wilson. Mr. Scheiner and Ms. Wilson served on the Committee during the entirety of fiscal 2016. Mr. Klatsky and Mr. Rayden were appointed to the Compensation Committee in July 2016 when they both joined the board. The Compensation Committee determines the goals and objectives, and makes determinations regarding the salary and incentives, for the CEO, approves salaries and incentives for other executive officers, administers our incentive compensation plans and makes recommendations to the Board of Directors and senior management regarding our compensation programs, including an assessment of the risks associated with such programs. The Compensation Committee held eleven meetings during fiscal 2016 including committee meetings held via conference calls.

Corporate Governance and Nominating Committee

In March 2015, after a review of the composition, duties and responsibilities of each of its committees, and upon the recommendation by the Corporate Governance Committee, the Board of Directors determined to streamline its committees and combined the Corporate Governance Committee and the Nominating Committee into the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is comprised of Michael W. Rayden, Chairman of the committee, Joe Arriola, Bruce J. Klatsky, Jane E. DeFlorio, J. David Scheiner and Alexandra Wilson, all independent directors. During fiscal 2016, the Corporate Governance and Nominating Committee met fourteen times. Prior to the combination of the two committees, the Corporate Governance Committee met one time during fiscal 2016. Ms. DeFlorio, Mr. Scheiner and Ms. Wilson served on the Corporate Governance and Nominating Committee during the entirety of fiscal 2016, and each of Messrs. Arriola, Klatsky and Rayden were appointed to the Corporate Governance Committee and Nominating Committee when they each joined the board in fiscal 2016.

The Corporate Governance and Nominating Committee is responsible for evaluating our governance and the governance of our board and its committees; monitoring our compliance and that of the board and its committees with our corporate governance guidelines; and evaluating our corporate governance guidelines and reviewing those matters that require the review and consent of the independent directors of the board and that are not otherwise within the responsibilities delegated to another committee of the board. The committee assists the Board of Directors, by identifying and recommending to the board qualified potential board nominees in advance of each Annual Meeting of Shareholders. Pursuant to the board membership criteria as set forth in the corporate governance guidelines, the committee requires that each director or nominee that it considers for the Board of Directors: (1) be a person of personal and professional integrity; (2) demonstrate seasoned business judgment; (3) be independent from management (with respect to outside directors); (4) possess strategic planning experience/vision; and (5) have sufficient time to commit to the board. Additionally, pursuant to our corporate governance guidelines, the committee has determined that it will consider a number of other factors, skills and characteristics in evaluating candidates for the Board of Directors, such as:

 

 



 

The candidate’s ability to comprehend our strategic goals and to help guide us towards the accomplishment of those goals;

 

 



 

The candidate’s history of conducting his/her personal and professional affairs with the utmost integrity and observing the highest standards of values, character and ethics;

 

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The candidate’s time availability for in-person participation at Board of Directors and committee meetings;

 

 



 

The candidate’s judgment and business experience with related businesses or other organizations of comparable size;

 

 



 

The knowledge and skills the candidate would add to the Board of Directors and its committees, including the candidate’s knowledge of the SEC and NASDAQ regulations, and accounting and financial reporting requirements;

 

 



 

The candidate’s ability to satisfy the criteria for independence established by the SEC and NASDAQ;

 

 



 

The candidate’s business management and leadership experience;

 

 



 

The overall financial acumen of the candidate;

 

 



 

The candidate’s technical knowledge;

 

 



 

The candidate’s industry knowledge;

 

 



 

The functional experience of the candidate;

 

 



 

The risk management experience of the candidate;

 

 



 

The gender and cultural diversity of the candidate;

 

 



 

The makeup, skills and experience of the board as a whole; and

 

 



 

The interplay of the candidate’s experience with the experience of other board members.

The board believes that it should be a diverse body and the Corporate Governance and Nominating Committee regularly evaluates the composition of the Board of Directors in light of the Company’s strategies, business focus and related factors. In assessing the appropriate composition of the Board of Directors, the committee considers diversity. The committee approaches diversity broadly, including gender and cultural diversity, and takes into account the candidates’ various professional and personal backgrounds, skill sets and business perspectives.

The committee will consider a candidate recommended by a shareholder, provided that the shareholder mails a timely received recommendation to us that contains the following:

 

 



 

The recommending shareholder’s name and contact information;

 

 



 

The candidate’s name and contact information;

 

 



 

A description of the candidate’s background and qualifications, taking into account the qualification factors set forth above;

 

 



 

The reasons why the recommending shareholder believes the candidate would be well suited for the Board of Directors;

 

 



 

A statement by the candidate that the candidate is willing and able to serve on the Board of Directors; and

 

 



 

A brief description of the recommending shareholder’s ownership of our common stock and the term during which such shares have been held.

In making its determination whether to recommend that the Board of Directors nominate a candidate who has been recommended by a shareholder, the committee will consider, among other things, (a) the appropriateness of adding another director to the Board of Directors and (b) the candidate’s background and qualifications. The committee may conduct an independent investigation of the background and qualifications of a candidate recommended by a shareholder, may request an interview with the candidate and request that the

 

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candidate complete the Company’s standard director and officer questionnaire. The committee will not determine whether to recommend that the Board of Directors nominate a candidate until the committee completes what it believes to be a reasonable investigation, even if that delays the recommendation until after it is too late for the candidate to be nominated with regard to a particular meeting of shareholders. When the committee determines not to recommend that the Board of Directors nominate a candidate, or the board determines to nominate or not to nominate a candidate, the committee will notify the recommending shareholder and the candidate of the determination.

Investment Policy Committee

The Investment Policy Committee is presently comprised of Joe Arriola, Chairman of the committee, Jane E. DeFlorio and Alexandra Wilson. Ms. DeFlorio and Ms. Wilson served on the Investment Policy Committee during the entirety of fiscal 2016. Mr. Arriola was appointed to the Committee when he joined the board in fiscal 2016. The Investment Policy Committee’s function is to oversee and administer the retirement plan and the pension plan acquired our 2003 acquisition of Perry Ellis Menswear, LLC and our 401(k) plan. The Investment Policy Committee met on six occasions during fiscal 2016 including committee meetings held via conference calls.
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