UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported): July 20, 2020~~

Date of Report (Date of earliest event reported): July 24, 2020

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

~~Texas (State or other jurisdiction of incorporation) 1-16097 (Commission File Number) 47-4908760 (IRS Employer Identification No.)~~

6380 Rogerdale RoadHouston, Texas (Address of principal executive offices) 77072 (Zip Code)


Texas (State or other jurisdiction of incorporation)		1-16097 (Commission File Number)		47-4908760 (IRS Employer Identification No.)

~~281-776-7000 (Registrant’s telephone number, including area code)~~


6380 Rogerdale Road Houston, Texas (Address of principal executive offices)		77072 (Zip Code)

281-776-7000
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

~~¨ Soliciting~~☐Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

~~¨ Pre-commencement~~☐Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~ 12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	TLRD	New York Stock Exchange
Preferred Stock Purchase Rights	TLRD	New York Stock Exchange


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	TLRD	New York Stock Exchange
Preferred Stock Purchase Rights	TLRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Emerging growth company ¨~~

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~

~~On July~~If ~~22,~~an ~~2020,~~emerging ~~Tailored~~growth ~~Brands~~company, ~~Inc.~~indicate ~~(the~~by ~~“Company”)~~check ~~received~~mark ~~written~~if ~~notice (~~the ~~“Notice”)~~registrant ~~from~~has ~~the~~elected ~~New York~~not ~~Stock~~to ~~Exchange~~use (the ~~“NYSE”)~~extended ~~that~~transition ~~the~~period ~~Company~~for iscomplying nowith ~~longer~~any innew ~~compliance~~or ~~with~~revised ~~the~~financial ~~NYSE~~accounting ~~continued listing~~ standards ~~set~~ ~~forth~~provided inpursuant ~~(i)~~to Section ~~802.01B of the NYSE Listed Company Manual~~ 13(~~the “Manual”), which prohibits the average global market capitalization of listed companies over~~ a ~~consecutive 30 trading-day period from being less than $50,000,000 at the same time stockholders’ equity is less than $50,000,000; and (ii~~) ~~Section 802.01C~~ of the ~~Manual,~~Exchange ~~which requires listed companies to maintain an average closing share price of at least $1~~Act.00 over a consecutive 30 trading-day period. As noted in the Notice, as of July 17, 2020, the 30 trading-day average closing price of the Company’s common shares was $0.97 per share, the 30 trading-day average global market capitalization was approximately $47.2 million and its last reported stockholders’ equity was approximately ($98.3) million as of February 1, 2020. ☐

In accordance with Section 802.02 of the Manual, the Company has ten business days from receipt of the Notice to confirm to the NYSE receipt of the Notice and the Company’s intent to cure the deficiencies. Under NYSE rules, the Company may cure the deficiencies and regain compliance during the 18-month period following receipt of the Notice. If the Company fails to regain compliance with Sections 802.01B and 802.01C during the cure period, its common stock will be subject to the NYSE’s suspension and delisting procedures.

The Company’s common stock will continue to be listed and traded on the NYSE during the cure period, subject to continued compliance with the other listing requirements. However, the Company's common stock trading symbol “TLRD” will be assigned a “.BC” indicator by the NYSE to signify that the status of the stock is “below compliance” with the NYSE continued listing requirements. The “.BC” indicator will be removed when the Company regains compliance.

This report contains forward-looking information, including the Company’s statements regarding the potential to regain compliance with the NYSE continued listing requirements or potential extensions to cure. 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: the effects of the COVID-19 pandemic and uncertainties about its depth and duration, including the health and well-being of our employees and customers, temporary store closures, increases in the unemployment rate, furlough or temporary layoffs of our employees, our ability to increase our liquidity and preserve financial flexibility, and social distancing measures or changes in consumer spending behaviors; 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, including changes in apparel trends and changing consumer preferences; 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; regional or national civil unrest or acts of civil disobedience; 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 7.01 Regulation FD Disclosure.~~

On July 24, 2020, the Company issued a news release announcing its receipt of the NYSE notice. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information provided pursuant to this Item 7.01 (including Exhibit 99.1) is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 95.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(d) Exhibits. The following exhibit is included in this Form 8-K:~~

99.1		Press Release dated July 24, 2020.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document contained in Exhibit 101).

On July 24, 2020, Tailored Brands, Inc. (the "Company") implemented a new incentive compensation program for its named executive officers for the balance of its 2020 fiscal year that replaces the Company’s normal incentive compensation programs. Participants in the program will have the opportunity to earn a fixed dollar amount based on specified employment-related and performance incentive-related conditions. The target incentive compensation for the Company’s President and Chief Executive Officer is $1,767,375; for the Chief Customer Officer is $712,500; for the Executive Vice President, Chief Technology Officer is $425,000 and for the Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary is $371,250. For each of the named executive officers other than the President and Chief Executive Officer this represents 50% of such executive’s planned target incentive compensation (target bonus plus target long term incentive grant) for the Company’s 2020 fiscal year, and for the President and Chief Executive Officer this represents 27% of his target incentive compensation for the same period.

~~EXHIBIT INDEX~~

Exhibit
Number		Description
99.1		Press Release dated July 24, 2020.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document contained in Exhibit 101).

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~Date: July 24, 2020~~

~~TAILORED BRANDS, INC. By: /s/ JOHN VAZQUEZ John Vazquez Vice President – Financial Reporting and Treasury~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:July 30, 2020


	TAILORED BRANDS, INC.

	By:	/s/ John Vazquez

	Vice President – Financial Reporting and Treasury

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