Schedule 14A


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the close of business on April 28, 2016, information with respect to the beneficial ownership of our common stock by (i) each person who is known by us to beneficially own 5% or more of our outstanding common stock, (ii) each of the Named Executive Officers listed on the Summary Compensation Table below, (iii) each of our directors and nominees for director, and (iv) all of our directors, nominees for director and executive officers as a group. We are not aware of any beneficial owner of more than 5% of our outstanding common stock other than as set forth in the following table.

 

 

 

 

 

 

 

 

 

 

Name and Address of Beneficial Owner(1)(2)

  

Number

of Shares

 

  

% of Class

Outstanding

 

George Feldenkreis(3)(17)

  

 

1,824,846

  

  

 

11.6



Oscar Feldenkreis(4)(17)

  

 

1,364,143

  

  

 

8.7



Joe Arriola(5)(18)

  

 

500

  

  

 

*

  

J. David Scheiner(6)(18)

  

 

9,396

  

  

 

*

  

Alexandra Wilson(7)(18)

  

 

9,880

  

  

 

*

  

Jane E. DeFlorio(8)

  

 

5,076

  

  

 

*

  

Bruce J. Klatsky(9)

  

 

2,568

 

  

 

*

  

Michael W. Rayden(10)

  

 

2,568

 

  

 

*

  

Anita D. Britt(11)(19)

  

 

53,230

  

  

 

*

  

John Voith(12)(19)

  

 

65,162

  

  

 

*

  

Stanley Silverstein(13)(19)

  

 

98,206

  

  

 

*

  

All directors, nominees for director and executive officers as a group

(13 persons)(14)

  

 

3,532,640

  

  

 

22.2



 

 

 

Dimensional Fund Advisors LP (f/k/a Dimensional Fund Advisors, Inc.)

  

 

1,338,292

  

  

 

8.7



1299 Ocean Avenue, 11th Floor

Santa Monica, CA 90401(15)

  

 

 

 

  

 

 

 

 

 

 

BlackRock, Inc.

  

 

1,161,985

  

  

 

7.6



40 East 52nd Street, New York, NY 10022(16)

  

 

 

 

  

 

 

 

 

*

Less than 1%.

(1)

Except as otherwise indicated, the address of each beneficial owner is c/o Perry Ellis International, Inc., 3000 N.W. 107th Avenue, Miami, Florida 33172.

(2)

Except as otherwise indicated, the persons named in this table have sole voting, investment and dispositive power with respect to all shares of common stock listed, which includes shares of common stock that such persons have the right to acquire within 60 days from the record date.

(3)

Represents (a) 1,635,784 shares of common stock held directly by George Feldenkreis, (b) 128,568 shares of common stock issuable upon the exercise of stock appreciation rights held by Mr. Feldenkreis that are currently exercisable or are exercisable within 60 days of the record date, (c) 20,750 shares of restricted stock held directly by George Feldenkreis, which vest on April 28, 2017, (d) 17,549 shares of restricted stock held directly by George Feldenkreis, which vest on April 30, 2016, (e) 9,880 shares of restricted stock held directly by George Feldenkreis, which vest in two equal annual installments beginning on April 22, 2017 and (f) 12,315 shares of restricted stock held directly by George Feldenkreis, which vest in three equal annual installments beginning on April 20, 2017. Mr. Feldenkreis has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted shares until the shares have vested.

(4)

Represents (a) 952,235 shares of common stock held by a revocable trust of which Oscar Feldenkreis is the trustee, of which approximately 100% of such shares are pledged and held in a margin account at J.P. Morgan Securities, (b) 150,000 shares of common stock pledged and held by three irrevocable trusts, each of which holds 50,000 shares of common stock, of which Oscar Feldenkreis’ spouse is the trustee, and all of which are held in a margin account at J.P. Morgan Securities, (c) 18,662 shares of common stock held directly by Oscar Feldenkreis, (d) 128,568 shares of common stock issuable upon the exercise of stock appreciation rights held by Mr. Feldenkreis that are currently exercisable or are exercisable within 60 days

 

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of the record date, (e) 20,750 shares of restricted stock held directly by Oscar Feldenkreis, which vest on April 28, 2017, (f) 17,549 shares of restricted stock held directly by Oscar Feldenkreis, which vest on April 30, 2016, (g) 9,880 shares of restricted stock held directly by Oscar Feldenkreis, which vest in two equal annual installments beginning on April 22, 2017, (h) 22,166 shares of restricted stock held directly by Oscar Feldenkreis, which vest in three equal annual installments beginning on April 20, 2017 and (i) 44,333 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals) and that Oscar Feldenkreis is still an employee of the Company on such date. Mr. Feldenkreis has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted shares until the shares have vested.

(5)

Represents 500 shares owned by a revocable trust of which Mr. Arriola and his spouse are the trustees.

(6)

Represents (a) 1,130 shares of common stock held directly by J. David Scheiner, (b) 2,568 shares of restricted stock held directly by Mr. Scheiner, which vest in three equal annual installments commencing on July 17, 2016, (c) 2,260 shares of restricted stock held directly by Mr. Scheiner, which vest in two equal annual installments commencing on June 5, 2016, and (d) 3,438 shares of common stock issuable upon the exercise of stock appreciation rights held by Mr. Scheiner that are exercisable within 60 days of the record date. Mr. Scheiner has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(7)

Represents (a) 1,130 shares of common stock held directly by Alexandra Wilson, (b) 2,568 shares of restricted stock held directly by Ms. Wilson, which vest in three equal annual installments commencing on July 17, 2016, (c) 2,260 shares of restricted stock held directly by Ms. Wilson, which vest in two equal annual installments commencing on June 5, 2016, and (d) 3,922 shares of common stock issuable upon the exercise of stock appreciation rights held by Ms. Wilson that are exercisable within 60 days of the record date. Ms. Wilson has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(8)

Represents (a) 412 shares of common stock held directly by Jane DeFlorio, (b) 2,568 shares of restricted stock held directly by Ms. DeFlorio, which vest in three equal annual installments commencing on July 17, 2016, (c) 824 shares of restricted stock held directly by Ms. DeFlorio, which vest in two equal annual installments commencing on December 12, 2016, and (d) 1,272 shares of common stock issuable upon the exercise of stock appreciation rights held by Ms. DeFlorio that are exercisable within 60 days of the record date. Ms. DeFlorio has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(9)

Represents 2,568 shares of restricted stock held directly by Bruce Klatsky, which vest in three equal annual installments commencing on July 17, 2016.

(10)

Represents 2,568 shares of restricted stock held directly by Michael Rayden, which vest in three equal annual installments commencing on July 17, 2016.

(11)

Represents (a) 8,835 shares of common stock held directly by Ms. Britt, (b) 5,000 shares of common stock issuable upon the exercise of stock options held by Ms. Britt that are currently exercisable or are exercisable within 60 days of the record date, (c) 18,640 shares of common stock issuable upon the exercise of stock appreciation rights held by Ms. Britt that are exercisable within 60 days of the record date, (d) 2,766 shares of restricted stock, which vest on April 28, 2017, (e) 2,339 shares of restricted stock, which vest on April 30, 2016, (f) 2,196 shares of restricted stock held directly by Ms. Britt, which vest in two equal annual installments beginning on April 22, 2017, (g) 4,485 shares of restricted stock held directly by Ms. Britt, which vest in three equal annual installments beginning on April 20, 2017 and (h) 8,969 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and she may be entitled to additional performance shares if the Company exceeds the performance goals) and that Ms. Britt is still an employee of the Company on such date. Ms. Britt has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(12)

Represents (a) 12,109 shares of common stock held directly by Mr. Voith, (b) 23,597 shares of common stock issuable upon the exercise of stock appreciation rights held by Mr. Voith that are exercisable within 60

 

days of the record date, (c) 3,926 shares of restricted stock, which vest on April 28, 2017, (d) 3,320 shares

 

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of restricted stock, which vest on April 30, 2016, (e) 3,116 shares of restricted stock held directly by Mr. Voith, which vest in two equal annual installments beginning on April 22, 2017, (f) 3,819 shares of restricted stock held directly by Mr. Voith, which vest in three equal annual installments beginning on April 20, 2017 and (g) 15,275 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals) and that Mr. Voith is still an employee of the Company on such date. Mr. Voith has the power to vote but does not have the power to sell, transfer, pledge or otherwise dispose of the restricted shares until the shares have vested.

(13)

Represents (a) 996 shares of common stock held directly by Mr. Silverstein, (b) 75,000 shares of restricted stock, which vest in three equal annual installments beginning on September 9, 2016, (c) 3,116 shares of restricted stock held directly by Mr. Silverstein, which vest in two equal annual installments beginning on April 22, 2017, (d) 3,819 shares of restricted stock held directly by Mr. Silverstein, which vest in three equal annual installments beginning on April 20, 2017 and (e) 15,275 shares of performance stock granted in April 2016, which vest up to 100%, provided that certain performance criteria have been achieved as of the last day of fiscal 2019 (and he may be entitled to additional performance shares if the Company exceeds the performance goals) and that Mr. Silverstein is still an employee of the Company on such date. Mr. Silverstein has the power to vote but does not have the power to sell, transfer, pledge, or otherwise dispose of the restricted shares until the shares have vested.

(14)

Includes (a) 1,689,147 shares of common stock directly held, (b) 1,102,735 shares of common stock indirectly held, (c) 27,767 shares of common stock issuable upon the exercise of stock options that are currently exercisable or are exercisable within 60 days of the record date, (d) 336,557 shares of common stock issuable upon the exercise of stock appreciation rights that are currently exercisable or are exercisable within 60 days of the record date, (e) 276,774 shares of restricted stock that have been granted, and (f) 99,660 shares of performance stock that have been granted.

(15)

Based solely on information contained in a Schedule 13G filed with the SEC for the period ended December 31, 2015. Dimensional Fund Advisors LP (“ Dimensional ”), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “ Funds .” In its role as investment advisor or manager, Dimensional possesses investment and/or voting power over the securities of the Company described in its Schedule 13G that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(16)

Based solely on information contained in a Schedule 13G filed with the SEC for the period ended December 31, 2015. Represents shares of common stock held by BlackRock, Inc. and with respect to which BlackRock, Inc. has sole voting and dispositive power.

(17)

Includes restricted and common stock equal in value to five times base salary; executive is expected to retain 50% of the after-tax profit shares upon vesting or exercise of all equity grants until meeting the executive stock ownership guidelines.

(18)

Includes restricted and common stock equal in value to three times the annual cash retainer; nonmangement director is expected to retain 100% of the after-tax profit shares acquired upon vesting or exercise of all equity grants until meeting the stock ownership guidelines.

(19)

Includes restricted and common stock equal in value to one times base salary, executive is expected to retain 50% of the after-tax profit shares upon vesting or exercise of all equity grants until meeting the executive stock ownership guidelines.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% percent of our common stock to file reports of beneficial ownership and changes in ownership of our common

 

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stock with the SEC. Such persons are required to furnish us with copies of all Section 16(a) forms they file.

Based on a review of our records or oral or written representations from certain reporting persons subject to Section 16(a), we believe that, with respect to fiscal 2016, all filing requirements applicable to our directors and executive officers who are subject to Section  16(a) were complied with.
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