SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Perry Ellis International, Inc – ‘PREC14A’ on 5/21/15 re: Perry Ellis International, Inc

On:  Thursday, 5/21/15, at 10:17am ET   ·   As of:  5/20/15   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-15-195280   ·   File #:  0-21764

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/20/15  Perry Ellis International, Inc    PREC14A¶    5/21/15    2:972K Perry Ellis International, Inc    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Solicitation Material -           HTML    733K 
                Contested Solicitation                                           
 2: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     12K 

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:

PERRY ELLIS INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

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

Copies to:

Payment of Filing Fee (Check the appropriate box):

Table of Contents

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED MAY 20, 2015

3000 N.W. 107th Avenue

Miami, Florida 33172

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 17, 2015

To the Shareholders of Perry Ellis International, Inc.:

The 2015 Annual Meeting of Shareholders (including any adjournments, postponements, continuations or reschedulings thereof, the “2015 Annual Meeting”) of Perry Ellis International, Inc., a Florida corporation (the “Company” or “Perry Ellis”), will be held at [●] at 11:00 a.m., Eastern Daylight Time, on July 17, 2015 for the following purposes:

Our board of directors has fixed the close of business on May 22, 2015 as the record date for determining those shareholders entitled to notice of, and to vote at, the 2015 Annual Meeting.

As you may be aware, we have received notice from Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion”), which owns approximately 6.3% of the Company’s common stock, expressing the intention to nominate three (3) nominees for election as directors, as well as submit two (2) non-binding shareholder proposals for approval, at the 2015 Annual Meeting in opposition to the three (3) highly qualified and experienced director candidates your board has nominated. We do not endorse the election of any of such nominees as director, and we do not endorse any such non-binding shareholder proposal. You may receive proxy solicitation materials from Legion and/or other participants in its proxy solicitation (collectively, the “Legion Group”) or other persons or entities affiliated with the Legion Group, including an opposition proxy statement or proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the Legion Group contained in any proxy solicitation materials filed or disseminated by the Legion Group or any other statements that they may otherwise make.

Your Board strongly urges you NOT to sign or return any proxy card or voting instruction form that the Legion Group may send to you, even as a protest vote against the Legion Group or the Legion Group’s nominees. Even a “WITHHOLD” vote with respect to the Legion Group’s nominees on its proxy card will cancel any previously submitted WHITE proxy card. If you do sign a proxy card sent to you by the Legion Group, however, you have the right to change your vote by using the enclosed WHITE proxy card. Only the latest dated proxy card you vote will be counted.

Your vote is important. Whether or not you expect to be present, please sign, date and return the enclosed WHITE 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.

Table of Contents

Please read the attached proxy statement, as it contains important information you need to know to vote at the 2015 Annual Meeting.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor: MacKenzie Partners, Inc., toll free at (800) 322-2885.

Miami, Florida

[●], 2015

ALL SHAREHOLDERS ARE INVITED TO ATTEND THE 2015 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 2015 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.

Table of Contents

IMPORTANT

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosed WHITE proxy card and return it in the enclosed postage-paid envelope promptly.

THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE LEGION GROUP OR ANY PERSON OTHER THAN PERRY ELLIS EVEN AS A PROTEST VOTE AGAINST THE LEGION GROUP OR THE LEGION GROUP’S NOMINEES. Any proxy you sign from the Legion Group for any reason could invalidate previous WHITE proxy cards sent by you to support Perry Ellis’ Board of Directors.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the 2015 Annual Meeting as described in this proxy statement.

Table of Contents

TABLE OF CONTENTS

Table of Contents

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED MAY 20, 2015

PERRY ELLIS INTERNATIONAL, INC.

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 17, 2015

PROXY STATEMENT

TIME, DATE AND PLACE OF ANNUAL MEETING

This proxy statement is furnished in connection with the solicitation by the board of directors of Perry Ellis International, Inc., a Florida corporation (the “Company” or “Perry Ellis”), of proxies from the holders of our common stock, par value $.01 per share, for use at our Annual Meeting of Shareholders to be held at [●] at 11:00 A.M. on July 17, 2015, including any adjournments, postponements, continuations or reschedulings thereof (the “Annual Meeting”), pursuant to the enclosed Notice of Annual Meeting.

The approximate date this proxy statement, the enclosed form of WHITE proxy card and our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, as amended are first being sent to shareholders is [●], 2015. Shareholders should review the information provided herein in conjunction with our Annual Report to Shareholders that accompanies this proxy statement. Our principal executive offices are located at 3000 N.W. 107th Avenue, Miami, Florida 33172, and our telephone number is (305) 592-2830.

PURPOSES OF THE 2015 ANNUAL MEETING

At the 2015 Annual Meeting, our shareholders will consider and vote upon the following matters:

Unless contrary instructions are indicated on the enclosed proxy, all shares of common stock represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth herein) will be voted (a) “FOR” the election of the respective nominees for director named in the section titled “Election of Directors,” (b) “FOR” the advisory vote on our executive compensation, (c) “FOR” the adoption of the Company’s 2015 Long-Term Incentive Compensation Plan, which is an amendment and restatement of the Company’s 2005 Long-Term Incentive Compensation Plan, as amended and restated, (d) “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2016, (e) “ABSTAIN” with respect to the non-binding shareholder proposal regarding the classification of directors, if such proposal is properly presented at the 2015 Annual Meeting, (f) “AGAINST” with respect to the non-binding shareholder proposal to amend our bylaws to require that the Company adopt a policy that our Chairman of the Board must be an independent director according to the definition set forth in the NASDAQ listing standards, if such proposal is properly presented at the 2015 Annual Meeting, and (g) in the discretion of the persons named on the WHITE proxy card in connection with any other business that may properly come before the 2015 Annual Meeting and any adjournments or postponements thereof. At this time, the board of directors knows of no other business that may properly come before the 2015 Annual Meeting; however, if other matters properly come before the 2015 Annual Meeting, it is intended that the persons named in the proxy will vote thereon in accordance with their best judgment. In the event a shareholder specifies a different choice by means of the enclosed proxy, the shareholder’s shares will be voted in accordance with the specification so made.

1

Table of Contents

GENERAL INFORMATION

Will there be a proxy contest at the 2015 Annual Meeting?

We have received a notice from Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion”), which owns approximately 6.3% of the Company’s common stock, expressing its intention to nominate three (3) nominees for election as directors, as well as submit two (2) non-binding shareholder proposals for approval, at the 2015 Annual Meeting in opposition to the three (3) highly qualified and very experienced director candidates your board has nominated. Your board does not endorse the election of any of Legion’s nominees as director, and we do not endorse any of Legion’s non-binding shareholder proposals. You may receive proxy solicitation materials from Legion and/or the other members of its proxy solicitation group (collectively, the “Legion Group”), including an opposition proxy statement or proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the Legion Group contained in any proxy solicitation materials filed or disseminated by the Legion Group or any other statements that they may otherwise make.

In selecting the director nominees that we are proposing for election in this proxy statement, your board has focused on selecting highly qualified board candidates with relevant apparel industry experience who will work together constructively with a focus on enhancing our oversight, commitment to operational excellence, financial strength and shareholder value. Your board is pleased to nominate for election as directors the three (3) persons named in Proposal No. 1 in this proxy statement and on the enclosed WHITE proxy card. We believe our three (3) director nominees, Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden, have the integrity, knowledge, breadth of relevant and diverse experience and commitment necessary to navigate the Company through the complex and dynamic business environment in which we operate and to deliver superior value to our shareholders.

What do I do if I receive a proxy card from the Legion Group?

The board of directors strongly urges you not to sign or return any proxy card or voting instruction form that you may receive from the Legion Group or any person other than the Company, even as a protest vote against the Legion Group or the Legion Group’s nominees. Even if you “withhold” your vote with respect to the Legion Group’s nominees on their proxy card, you will cancel any proxy previously given to the Company.

If you previously signed a proxy card sent to you by the Legion Group, you can change or revoke that proxy and vote for the board’s nominees by (i) visiting the website noted on the WHITE proxy card to submit your vote on the Internet, (ii) using the telephone number on the WHITE proxy card to submit your vote telephonically, (iii) signing, dating and returning the WHITE proxy card in the enclosed envelope to vote by mail, or (iv) attending the 2015 Annual Meeting to vote in person. Only your latest dated proxy or vote will be counted at the 2015 Annual Meeting.

If you need assistance changing or revoking your vote, please call the Company’s proxy solicitor, MacKenzie Partners, Inc., toll free at (800) 322-2885.

Who is entitled to vote at the 2015 Annual Meeting?

Your board has set the close of business on May 22, 2015 as the record date for determining those shareholders entitled to notice of, and to vote on, all matters that may properly come before the 2015 Annual Meeting. As of the record date, the Company had approximately [●] outstanding shares of common stock entitled to notice of, and to vote at, the 2015 Annual Meeting. No other securities are entitled to vote at the 2015 Annual Meeting. Only shareholders of record on such date are entitled to notice of, and to vote at, the 2015 Annual Meeting.

What are the voting rights of shareholders?

Each shareholder of record is entitled to one vote for each share of the Company’s common stock that is owned as of the close of business on the record date on all matters to come before the 2015 Annual Meeting. Under our Fourth Restated Articles of Incorporation, shareholders do not have cumulative voting rights in the election of directors.

2

Table of Contents

How many votes must be present to hold the 2015 Annual Meeting?

To conduct business at the 2015 Annual Meeting, a quorum must be present. The attendance, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote on the matters being considered at the 2015 Annual Meeting is necessary to constitute a quorum. For purposes of determining whether a quorum exists, we count proxies marked “withhold authority” as to any director nominee or “abstain” as to a particular proposal as being present at the meeting. Shares represented by a proxy as to which there is a “broker non-vote” (that is, where a broker holding your shares in “street” or “nominee” name indicates to us on a proxy that you have given the broker the discretionary authority to vote your shares on some but not all matters), will also be considered present at the meeting for purposes of determining whether a quorum exists.

How do I vote my shares?

In addition to voting in person at the 2015 Annual Meeting, you may vote by mail, Internet or telephone.

Vote by Internet. Use the Internet to vote your proxy 24 hours a day, 7 days a week. Follow the instructions on the WHITE proxy card you receive with this proxy statement. You will be prompted to enter your control number(s), located on your WHITE proxy card, and then follow the directions to vote your shares.

Vote by Telephone. Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week. Follow the instructions on the WHITE proxy card you receive with this proxy statement. You will be prompted to enter your control number(s), located on your WHITE proxy card, and then follow the directions given.

If you vote by Internet or telephone, you do not need to return your WHITE proxy card.

Voting by Mail. To vote by mail, please sign, date and return to the Company as soon as possible the enclosed WHITE proxy card. An envelope with postage paid, if mailed in the United States, is provided for this purpose. Properly executed proxies that are received in time and not subsequently revoked will be voted as instructed on the proxies. If you vote by Internet or by telephone as described above, you need not also mail a proxy to the Company.

If you need assistance voting your shares or changing your vote, please call the Company’s proxy solicitor, MacKenzie Partners Inc., toll free at (800) 322-2885.

Voting at the 2015 Annual Meeting. You may vote by ballot in person at the 2015 Annual Meeting. If you want to vote by ballot, and you hold your shares in street name (that is, through a bank or broker), you must obtain a legal proxy from that organization and bring it to the 2015 Annual Meeting. Even if you plan to attend the 2015 Annual Meeting, you are encouraged to submit a WHITE proxy card or vote by Internet or telephone to ensure that your vote is received and counted. If you vote in person at the 2015 Annual Meeting, you will revoke any prior proxy you may have submitted.

Will my shares be voted if I do not provide instructions to my broker or nominee?

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). In uncontested solicitations, these rules allow banks and brokers to vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. On matters considered “non routine,” banks and brokers may not vote shares without your instruction. Shares that banks and brokers are not authorized to vote are referred to as “broker non votes.”

When a matter to be voted on at a shareholders meeting is the subject of a contested solicitation, under applicable rules of the NYSE, brokers do not have discretion to vote shares that they hold in their name on behalf of a third party. Because the Legion Group has submitted a notice of its intent to nominate directors and has filed a preliminary proxy statement regarding the same, the 2015 Annual Meeting is expected to be the subject of a contested solicitation and therefore if you hold your shares in the name of your broker (sometimes called “street name” or “nominee name”) and you do not provide your broker with specific instructions regarding how to vote on any proposal to be voted on at the 2015 Annual Meeting, your broker will not be permitted to vote your shares on that proposal.

Please note that if you want your vote to be counted on any of the proposals to be considered at the 2015 Annual Meeting, including the election of directors, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf with respect to those proposals.

3

Table of Contents

What vote is required?

In June 2014, as part of our continuing effort to enhance our corporate governance practices and strengthen the functioning of the board and its ability to serve the long-term interests of shareholders, your board adopted an amendment to its corporate governance guidelines providing for majority voting for the election of directors in uncontested elections. Specifically, our corporate governance guidelines now provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee. The majority voting standard would not apply in contested elections, which means an election in which there are more nominees for director than available seats on the Board.

The election of directors at the 2015 Annual Meeting is expected to be a contested election. As such, nominees for director will be elected by a plurality of the votes cast for the election of directors at the 2015 Annual Meeting. The directors elected will be the three (3) nominees who receive the highest number of “FOR” votes cast at the 2015 Annual Meeting by shareholders present, in person, or by proxy, and entitled to vote. If a shareholder does not vote for the election of directors because the authority to vote is withheld, because a proxy is not returned, because the broker holding the shares does not vote, or because of some other reason, the shares will not count in determining the total number of votes for each nominee. WHITE proxies signed and returned to the Company unmarked will be voted FOR the Board’s three (3) highly qualified and very experienced nominees (Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden). Please note that brokers may not vote on the election of directors in the absence of specific client instructions. Those who hold shares in a brokerage account are encouraged to provide voting instructions to their broker. Votes that are not returned, withheld or broker non-votes will have no effect on the outcome of the election. If any nominee is unable to act as a director because of an unexpected occurrence, the proxy holders may vote the proxies for another person or the board may reduce the number of directors to be elected.

For each of the other proposals covered by this proxy statement to be approved, the votes cast favoring the proposal must exceed the votes cast opposing the proposal. If a shareholder provides specific voting instructions, his or her shares will be voted as instructed. If a shareholder holds shares in his or her name and returns a properly executed proxy without giving specific voting instructions, the shareholder’s shares will be voted “FOR” all three of your board’s nominees for director and “FOR” Proposals 2, 3 and 4, as recommended by our board of directors. The shareholder’s shares will be voted “ABSTAIN” on Proposal 5, as the board is making no recommendation with respect to this proposal, and the shareholder’s shares will be voted “AGAINST” Proposal 6, if such proposal is properly presented at the 2015 Annual Meeting. In tabulating the votes for any particular proposal, shares that constitute broker non-votes or abstentions will not be counted as votes cast. Thus, broker non-votes and abstentions will not be counted as votes cast “FOR” or “AGAINST” any particular proposal.

How does the Board of Directors recommend that I vote?

Your board unanimously recommends that you vote as follows:

Your board makes no recommendation as to how you should vote with respect to the non-binding shareholder proposal relating to the classification of directors.

4

Table of Contents

How will my shares be voted if I mark “Abstain” on my proxy card?

We will count a properly executed WHITE proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but abstentions will not be counted as votes cast for or against any given matter.

What does it mean if I receive more than one WHITE proxy card or voting instruction form?

If you hold your shares in more than one account, you will receive a WHITE proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please vote using each WHITE proxy card or voting instruction form you receive or, if you vote by Internet or telephone, you will need to enter each of your Control Numbers. Remember, you may vote by telephone, Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.

As previously noted, the Legion Group has provided us with a notice indicating that it intends to nominate an opposition slate of three (3) nominees for election as directors, as well as submit certain shareholder proposals for approval, at the 2015 Annual Meeting in opposition to the three (3) highly-qualified and experienced director candidates nominated by the board. As a result, you may receive proxy cards from both the Company and Legion. To ensure that shareholders have the Company’s latest proxy information and materials to vote, the board may conduct multiple mailings prior to the date of the 2015 Annual Meeting, each of which will include a WHITE proxy card. The board encourages you to vote each WHITE proxy card you receive.

THE BOARD STRONGLY URGES YOU TO REVOKE ANY PROXY CARD YOU MAY HAVE RETURNED WHICH YOU RECEIVED FROM THE LEGION GROUP. Even a “WITHHOLD” vote with respect to the Legion Group’s nominees on their proxy card will cancel any previously submitted WHITE proxy card.

THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE LEGION GROUP, EVEN AS A PROTEST VOTE AGAINST THE LEGION GROUP OR THE LEGION GROUP’S NOMINEES.

Who will solicit proxies on behalf of the board?

Proxies may be solicited on behalf of the board of directors, without additional compensation, by the Company’s directors, officers and regular employees. Such persons are listed in Annex A to this proxy statement. Additionally, the Company has retained MacKenzie Partners, Inc., a proxy solicitation firm, who may solicit proxies on the board’s behalf.

The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, and personal solicitation by our directors, officers or other regular employees (who will receive no additional compensation for such solicitation activities). You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement.

Who will bear the cost of the solicitation of proxies?

The entire cost of soliciting proxies, including the costs of preparing, assembling, printing and mailing this proxy statement, the WHITE proxy card and any additional soliciting materials furnished to shareholders, will be borne by the Company. Copies of solicitation material will be furnished to banks, brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, as amended, to beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

Due to the possibility of a proxy contest, we have engaged MacKenzie Partners Inc. to solicit proxies from shareholders in connection with the 2015 Annual Meeting. MacKenzie Partners Inc. expects that approximately 25 of its employees will assist in the solicitation of proxies. We will pay MacKenzie Partners, Inc. a fee not to exceed $[●] plus costs and expenses. In addition, MacKenzie Partners, Inc. and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

The Company estimates that its additional expenses beyond those normally associated with soliciting proxies for the 2015 Annual Meeting as a result of the potential proxy contest (excluding salaries and wages of our regular employees and officers) will be $[●] in the aggregate, of which approximately $[●] has been spent to date. Such additional solicitation costs are expected to include the

5

Table of Contents

fees incurred to retain MacKenzie Partners, Inc. as the Company’s proxy solicitor, as discussed above (at last year’s annual meeting, no proxy solicitor was deemed necessary), fees of outside counsel to advise the Company in connection with a possible contested solicitation of proxies, increased mailing costs, such as the costs of additional mailings of solicitation materials to shareholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners, as described above, and the costs of retaining an independent inspector of election.

May I attend the 2015 Annual Meeting?

Only holders of the Company’s shares as of the record date are entitled to attend the 2015 Annual Meeting. Family members are welcome to accompany you to the 2015 Annual Meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver’s license or state identification card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the record date. No cameras, recording equipment, large bags, briefcases or packages will be permitted into the 2015 Annual Meeting.

Where and when will I be able to find the voting results?

You can find the official results of the voting at the 2015 Annual Meeting in our Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “SEC”) within four business days after the 2015 Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available.

What is the Company’s Internet address?

The Company’s Internet address is http://www.pery.com. You can access this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, as amended, at this Internet address. The Company’s filings with the SEC are available free of charge via a link from this address. Unless expressly indicated otherwise, information contained on our website is not part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is part of this proxy statement. These website addresses are intended to be inactive textual references only.

Who can answer my questions?

Your vote at this year’s meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosed WHITE proxy card and return it in the enclosed postage-paid envelope promptly or vote by Internet or telephone. If you have questions or require assistance in the voting of your shares, please call MacKenzie Partners, Inc., the firm assisting us in the solicitation of proxies:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

TOLL-FREE (800) 322-2885

Email: proxy@mackenziepartners.com

How can I obtain additional copies of these materials or copies of other documents?

Complete copies of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, as amended, are also available on our website at http://www.pery.com. You may also contact MacKenzie Partners, Inc. for additional copies.

6

Table of Contents

IMPORTANT

The Legion Group may send you solicitation materials in an effort to solicit your vote to elect up to three (3) of their nominees to the board. THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE LEGION GROUP OR ANY PERSON OTHER THAN PERRY ELLIS, EVEN AS A PROTEST VOTE AGAINST THE LEGION GROUP OR THE LEGION GROUP’S NOMINEES. Any proxy you sign from the Legion Group for any reason could invalidate previous WHITE proxy cards sent by you to support the board.

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosed WHITE proxy card and return it in the enclosed postage-paid envelope promptly.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the 2015 Annual Meeting as described in this proxy statement.

7

Table of Contents

BACKGROUND OF THE PROXY CONTEST

The following is a chronology of the material contacts and events in our relationship with the Legion Group leading up to the filing of this proxy statement:

8

Table of Contents

9

Table of Contents

THE BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM THE LEGION GROUP, EVEN AS A PROTEST VOTE AGAINST THE LEGION GROUP OR THE LEGION GROUP’S NOMINEES, AS DOING SO WILL INVALIDATE ANY PRIOR VOTE YOU SUBMITTED ON THE WHITE PROXY CARD IN SUPPORT OF THE COMPANY’S DIRECTOR NOMINEES.

PROPOSAL 1 – ELECTION OF DIRECTORS

Our Fourth Restated Articles of Incorporation provide that the board of directors be divided into three classes. Each class of directors serves a staggered three-year term. Oscar Feldenkreis, Joe Arriola, and Joseph P. Lacher hold office until the 2015 Annual Meeting. George Feldenkreis and Jane E. DeFlorio hold office until the 2016 Annual Meeting. J. David Scheiner and Alexandra Wilson hold office until the 2017 Annual Meeting.

Following the 2015 Annual Meeting, Messrs. Ariola and Lacher will retire from your board. In deciding to retire after the 2015 Annual Meeting, Messrs. Arriola and Lacher both indicated to your board and its Corporate Governance and Nominating Committee an interest in being able to focus more of their time and attention on the South Florida civic, charitable and other non-profit organizations that each is deeply committed to. Mr. Arriola currently serves as Chairman of the Public Health Trust, the independent governing body for Jackson Memorial Hospital, Miami-Dade County’s most vital healthcare resource, and is overseeing the proposed $1 billion expansion of the hospital. Mr. Lacher currently serves as the Vice Chairman of the Board of Goodwill Industries South Florida, one of Miami-Dade County’s largest employers and the leading non-profit organization focused on creating training, employment and job placement opportunities for people with disabilities with the goal of transitioning individuals to independence and productivity. Your board deeply appreciates the substantial contributions of Mr. Lacher, who has served as our Lead Independent Director since 2006 and has served on the board since 1999, and Mr. Arriola, who has served on the board since 2006, for their many years of dedicated service to your board and their many valuable contributions to the Company. They have both been instrumental in and important contributors to the Company’s substantial growth and success and their advice, insight and judgment, as well as their sharp business acumen and ability to assess business opportunities and address challenges, have helped guide Perry Ellis and prepare it for the growth opportunities that lie ahead.

At the 2015 Annual Meeting, three (3) directors will be elected by the shareholders to serve until the 2015 Annual Meeting to be held in 2018, or until their successors are duly elected and qualified. Your board is pleased to nominate for election as directors, Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden. If elected, Messrs. Klatsky and Rayden would be the fourth and fifth independent directors to join your board since the beginning of 2014. Messrs. Klatsky and Rayden were identified to the Corporate Governance and Nominating Committee as potential director candidates with the assistance of a leading executive search firm that was retained by your board to conduct a comprehensive search process and identify highly qualified candidates to serve as independent members of your board.

We believe our three (3) director nominees have the integrity, knowledge, breadth of relevant and diverse experience and commitment necessary to navigate our company through the complex and dynamic business environment in which we operate and to deliver superior value to our shareholders. Each of our three (3) director nominees was recommended by the Corporate Governance and Nominating Committee to the board, which unanimously approved their nomination. The recommendations of your board are based on its carefully considered judgment that the experience, record and qualifications of each of its nominees make them the best candidates to serve on the board.

Messrs. Klatsky and Rayden would together bring to your board extensive experience in apparel wholesaling and retailing, as well as experience serving on the boards of directors of companies in the apparel, retail and other industries. During his 13 years as Chief Executive Officer of PVH Corp., Mr. Klatsky led the transformation of a 120 year-old shirt company into one of the largest apparel and footwear companies in the world. Mr. Rayden, in addition to serving as the Chief Executive Officer of Tween Brands,

10

Table of Contents

Inc., a leading apparel specialty retailer with close to 1,000 retail stores throughout the United States, Canada and overseas, has served as the Chief Executive Officer of other nationally-known apparel retailers including Pacific Sunwear of California, Inc., The Stride Rite Corporation and Eddie Bauer Inc.

Since joining the Company on a full-time basis in 1980, Oscar Feldenkreis has been involved in all aspects of our operations and was elected President/COO in February 1993 and elected Vice Chairman of the Board in March 2005. He played a key role 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. His extensive experience in the apparel business, including marketing, branding, sales and manufacturing, has enabled Perry Ellis to become one of the leaders in the industry. As the Company recently announced, George Feldenkreis, who founded the Company in 1967 and has served as Chief Executive Officer and Chairman of the Board since 1993, has indicated that, after an esteemed career of 50 years leading the Company, he intends to transition from his role as Chief Executive Officer following the expiration of his employment contract on January 30, 2016. He will serve as Executive Chairman of the Board with 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. Pursuant to the management succession plan approved by your board, Oscar Feldenkreis will succeed George Feldenkreis as Perry Ellis’ Chief Executive Officer at that time.

With the election of Oscar Feldenkreis and Messrs. Klatsky and Rayden, your board would be composed of seven highly-qualified and experienced directors, five of whom are independent, who collectively would provide your board with a broad and diverse set of skills and experiences, including in the areas of apparel, sourcing, merchandising, wholesaling, retailing, e-commerce, branding, licensing, marketing, customer service, sales, logistics, operations, distribution, store planning and development, finance, mergers and acquisitions, capital markets, capital allocation, capital structure, risk management, global operations and strategic planning.

Your board’s recommended slate of director nominees reflects its continuing commitment to recruit new independent and highly-qualified directors that have perspectives, insights, experiences and competencies that expand the depth and breadth of the board. If Messrs. Klatsky and Rayden are elected to the Board at the 2015 Annual Meeting, all five (5) of the independent directors would have joined your board since the beginning of 2014.

In selecting the director nominees that we are proposing for election, your board has focused on selecting experienced, independent board candidates who will work together constructively with a focus on operational excellence, financial strength and the growth of shareholder value.

The nominees recommended by your board have consented to serving as nominees for election to the board, to being named in this proxy statement and to serving as members of the board if elected by the Company’s shareholders. As of the date of this proxy statement, the Company has no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the board upon the recommendation of its Corporate Governance and Nominating Committee may designate substitute nominees, in which event the shares represented by proxies returned to us will be voted for such substitute nominees. If any substitute nominees are so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and to serve as directors if elected, and includes certain biographical and other information about such nominees required by the applicable rules promulgated by the SEC.

The accompanying WHITE proxy card will not be voted for more than three candidates or for anyone other than the board’s nominees or designated substitutes. Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect Oscar Feldenkreis, Bruce J. Klatsky and Michael W. Rayden to the board, unless, by marking the appropriate space on the WHITE proxy card, the shareholder instructs that he, she or it withholds authority from the proxy holder to vote.

11

Table of Contents

Nominees

The persons nominated as directors are as follows:

Oscar Feldenkreis currently serves as our Vice Chairman of the Board, President and Chief Operating Officer but will become CEO of the Company on the first day of the next fiscal year consistent with the Company’s previously announced leadership succession plan. Mr. Feldenkreis was elected our Vice President and a director in 1979 and joined us on a full-time basis in 1980. Mr. Feldenkreis has been involved in all aspects of our operations since that time and was elected President/COO, in February 1993 and elected Vice Chairman of the Board in March 2005. He is a member of the board of directors of FIT’s Educational Foundation for the Fashion Industries, an advisory board member of My Mela and an advisory board member for the Wharton School of the University of Pennsylvania’s Jay H. Baker Retailing Center. Mr. Feldenkreis’ extensive experience in the apparel industry and all aspects of the markets served by us, as well as his role as our President/COO, make him uniquely qualified to serve as a member of the board.

Bruce J. Klatsky is a nominee for election to our board of directors. Mr. Klatsky retired as Chief Executive Officer of PVH Corporation in June 2005, and later as Chairman in May 2007, having served the Company for 36 years, 13 as CEO, and a further six as President. During his tenure as CEO of PVH, Mr. Klatsky oversaw the operations and strategic development of the company and led the transformation of a 120-year old domestic shirt manufacturer into one of the largest apparel and footwear companies in the world, growing its market capitalization from approximately $300 million to over $3.5 billion. During his tenure at PVH, he was instrumental in growing the business organically and through strategic acquisitions since he joined PVH in 1971 as a merchandising trainee. In 2002, Mr. Klatsky pursued and executed PVH’s acquisition of Calvin Klein. In addition, he led numerous other successful acquisitions at PVH, including acquiring such brands as IZOD, Gant, Bass, Arrow, and the worldwide rights to Van Heusen. Following his retirement as CEO of PVH, Mr. Klatsky co-founded a private equity company, LNK Partners, to identify and support strong management teams in building outstanding consumer and retail businesses. Mr. Klatsky serves on the Board of Directors of Gazal Corporation Ltd., a leading Australian branded clothing company, and is currently the board’s lead independent director. Previously, Mr. Klatsky served on President Clinton’s White House Apparel Task Force and as an Advisor on U.S. trade policy to the Bush and Regan administrations. Mr. Klatsky is uniquely qualified to serve on our board due to his extensive experience as the chief executive of a large publicly traded apparel company, his service on the board of directors of other publicly traded apparel companies, and his expertise regarding domestic and international aspects of the apparel industry, wholesaling and retailing.

Michael W. Rayden is a nominee for election to our board of directors. In January 2015, Mr. Rayden retired as President and Chief Executive Officer of Tween Brands, Inc., currently a subsidiary of Ascena Retail Group, Inc. Mr. Rayden led Tween Brands as CEO since 1996, when it was known as Too, Inc. In 1999, he took the Company public, adopting the Tween Brands name in 2006. In 2008, Mr. Rayden consolidated the entire business under the Justice brand, and in 2009 the Company was acquired by Dress Barn, now Ascena Retail Group. From 1999 to 2009, Mr. Rayden also served as the Chairman of the Board of Directors of Tween Brands. Prior to joining Tween Brands, Mr. Rayden served as President, CEO and Chairman of Pacific Sunwear of California, Inc. from 1990-1996. Mr. Rayden has held chief executive positions at The Stride Rite Corporation and Eddie Bauer Inc. Mr. Rayden has served as a director at David’s Bridal, Inc., Dress Barn, Inc., Pacific Sunwear of California, Inc., Strottman International, Inc., The Stride Rite Corporation and Tween Brands, Inc. Mr. Rayden is highly qualified to serve on our board due to his extensive experience with retail and apparel companies and his service on the board of directors of publicly traded apparel and marketing companies.

As earlier noted, Legion, which owns approximately 6.3% of the Company’s common stock, has notified us of their intention to nominate three (3) director candidates for election, as well as submit two non-binding shareholder proposals for approval, at the 2015 Annual Meeting in opposition to the three (3) highly qualified and very experienced director candidates nominated by your board. Your board does not endorse the election of any of the Legion Group’s nominees as director, and we do not endorse any such shareholder proposal. You may receive proxy solicitation materials from the Legion Group or other persons or entities affiliated with the Legion Group, including an opposition proxy statement or proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to the Legion Group contained in any proxy solicitation materials filed or disseminated by the Legion Group or any other statements that they may otherwise make.

We urge you to disregard any proxy card or voting instruction form that you may receive from the Legion Group and to sign and return only the WHITE proxy card that you receive from the Company. Even a “withhold” vote with respect to the Legion

12

Table of Contents

Group’s nominees on their proxy card will cancel any proxy previously given to the Company. If you previously signed a proxy card sent to you by the Legion Group, you can revoke that proxy and vote for the board’s’ nominees as described above. Only your latest dated proxy or vote will count.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL THREE OF OUR DIRECTOR NOMINEES NAMED ON THE ENCLOSED WHITE PROXY CARD, OSCAR FELDENKREIS, BRUCE J. KLATSKY AND MICHAEL W. RAYDEN, AND URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF THE LEGION GROUP.

Directors and Management

Set forth below is certain information concerning our continuing directors who are not currently standing for election and our other executive officers who are not directors:

George Feldenkreis founded the Company in 1967, has been involved in all aspects of our operations since that time and served as our President and a director until February 1993, at which time he was elected Chairman of the Board and Chief Executive Officer (the “CEO”). He is a trustee of the University of Miami, a member of the board of directors of the Greater Miami Jewish Federation, a trustee of the Simon Wiesenthal Board, and a member of the board of directors of the American Apparel and Footwear Association. He is also a director of Federal Mogul Corporation. Mr. Feldenkreis’ development and expansion of the Company from a small privately-held company to a successful multi-brand public company, as well as his role as our CEO, provide valuable experience and insight to the board and to us.

Jane E. DeFlorio, a member of our board of directors since December 2014, was appointed our lead independent director on May 20, 2015. From 2007 to 2013, Ms. DeFlorio served as a Managing Director at Deutsche Bank, AG, global banking and financial services company, in the U.S. Retail and Consumer Group. While at Deutsche Bank, Ms. DeFlorio covered a range of mid-to-large cap retail clients, including The TJX Companies, Home Depot and Nike. Prior to her role at Deutsche Bank, from 2002 to 2007, Ms. DeFlorio held the title of Executive Director in the Investment Banking Consumer and Retail Group at UBS Investment Bank, a business unit of UBS Group AG, and advised on high-profile consumer transactions for clients such as Kraft Foods and Maidenform Brands. Ms. DeFlorio currently serves as the Vice Chairman of the Board of Trustees and Chairman of the Audit and Risk Committee at The New School University, a leading progressive university in New York City with more than 10,000 graduate and undergraduate students. She also serves on the Board of Governors for The Parsons School of Design. With over 16 years’ experience in investment banking primarily focused on the apparel and retail sectors, Ms. DeFlorio is uniquely qualified to advise the board and us in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities.

J. David Scheiner was elected to our board of directors in 2014. Mr. Scheiner is a consultant with J. David Scheiner, LLC, a company he founded in 2009, which provides consulting services internationally to companies in the retail and wholesale fields, investment banks and private equity funds, as well as helps businesses connect to large retailers. From 2007 until his retirement in 2009, he served as the President and Chief Operating Officer of Macy’s Florida/Puerto Rico, a division of Macy’s Inc., a department store. From 1991 to 2007, Mr. Scheiner served as Vice Chairman, Director of Stores for Macy’s Florida/Burdines. He was President

13

Table of Contents

of Federated Department Stores and Allied Stores Corp. ,which operated Maas Brothers/Jordan Marsh department stores, from 1988 to 1991. From 1972 through 1988, he served in various management capacities at Burdines, Inc., a department store. Mr. Scheiner was a director of Cache, Inc., a women’s specialty retailer, from August 2013 until May 2015. He was also Chairman of the Board of Metro Bank of Dade County and its holding company, Metrobank Financial Services, Inc., between 2007 and 2010. He is a lifetime trustee of the Miami Children’s Hospital Foundation and was a member of the board of directors of United Way of Miami-Dade County. Mr. Scheiner’s over 40 years department and specialty store retail experience includes merchandising, marketing, customer service, sales, logistics, operations, distribution, store planning, construction and real estate, which provides him with a background that is relevant to the board and allows him to advise us on a range of operational and industry matters.

Alexandra Wilson was appointed to our board of directors in 2014. Since January 2015, Ms. Wilson has served as CEO of Glamsquad, Inc., an on-demand beauty services company she co-founded. In 2007, 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, Dress for Success Worldwide and Fashion Group International. 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.

Stephen Harriman was appointed President, Sportswear Division in April 2014. From 2006 to April 2014, he served as our President, Bottoms Division. Since 1995, Mr. Harriman has been responsible for the development and sourcing of our bottom products. Prior to 1995, Mr. Harriman was a buyer for Marshall’s, Inc., an off-price apparel and home fashions retailer.

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 Senior Vice President and General Counsel in 2006, Secretary in 2014 after serving as Assistant Secretary since 2010 and Executive Vice President in fiscal 2016. 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, President and President/COO, 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.

14

Table of Contents

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:

The board has a “lead independent director.” Joseph P. Lacher was elected lead independent director in the fiscal year ended January 31, 2007 and served in this position until May 20, 2015, when the directors selected Jane E. DeFlorio as his successor. 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.

George Feldenkreis serves as both Chairman of the Board and CEO for our Company. The board of directors believes that the combined role of Chairman and CEO is the appropriate leadership structure for us at this time. This leadership model provides clear accountability and efficient and effective leadership of our business, and the board believes Mr. Feldenkreis is the appropriate person to lead both our board and the management of our business.

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. 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.

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 the fiscal year ended January 31, 2015 (“fiscal 2015”), our board of directors held twelve meetings including board meetings held via conference call. During fiscal 2015, 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 2015 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 2014 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 outside 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 Joseph P. Lacher, Chairman of the committee, Joe Arriola, and Jane E. DeFlorio. Messrs. Lacher and Arriola served on the Committee for the entirety of fiscal 2015. Ms. DeFlorio was appointed to the

15

Table of Contents

Audit Committee when she joined the board in December 2014. 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 fourteen occasions during fiscal 2015, including participation in conference calls with members of management and our independent registered public accounting firm to review and pre-approve earnings’ press 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, Mr. Joseph P. Lacher 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.

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, Joseph P. Lacher, and Alexandra Wilson. Mr. Lacher served on the Committee during the entirety of fiscal 2015. Ms. Wilson and Mr. Scheiner were appointed to the Compensation Committee when they each 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 six meetings during fiscal 2015 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 Joe Arriola, Chairman of the committee, Jane E. DeFlorio, Joseph P. Lacher, J. David Scheiner and Alexandra Wilson, all independent directors. During fiscal 2015, the Corporate Governance Committee met 13 times and the Nominating Committee met four times. Messrs. Arriola and Lacher served on the Corporate Governance Committee and the Nominating Committee during the entirety of fiscal 2015, and each of Ms. Wilson, Mr. Scheiner and Ms. DeFlorio were appointed to the Corporate Governance Committee and Nominating Committee when they joined the board.

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:

16

Table of Contents

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:

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 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 Joseph P. Lacher, Chairman of the committee, Jane E. DeFlorio and Alexandra Wilson. Mr. Lacher served on the Investment Policy Committee during the entirety of fiscal 2015. Ms. DeFlorio and Ms. Wilson were appointed to the Committee when they joined the board. The Investment Policy Committee’s function is to oversee and administer the retirement plan and the pension plan acquired as a result of our acquisition of Perry Ellis Menswear, LLC in 2003 and our 401(k) plan. The Investment Policy Committee met on five occasions during fiscal 2015.

17

Table of Contents

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee (i) has ever been an officer or employee of us, (ii) has any relationship requiring disclosure by us under SEC rules, or (iii) is an executive officer of another entity where one of our executive officers serves on the board of directors.

Director Independence

The board has determined that a majority of its members and a majority of its recommended director nominees are “independent” in accordance with NASDAQ standards. In determining the independence of directors and director nominees, our board of directors considered information regarding the relationships between each director or director nominees and his or her family and us. Our board of directors made its determinations under the listing requirements of NASDAQ. The NASDAQ independence definition includes a series of objective tests, such as that the director or director nominee is not our employee and has not engaged in various types of business dealings with us. The NASDAQ definition also includes a subjective test. As required by the NASDAQ listing requirements, our board of directors made a subjective determination as to each independent director and director nominee that no relationships exist that, in the opinion of the board of directors, would interfere with each such director’s or director nominee’s exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations, our board of directors reviewed and discussed information provided by the directors and director nominees to us with regard to each such person’s business and personal activities as they may relate to us and our management. After reviewing the information presented to it, our board of directors concluded that Joe Arriola, Jane E. DeFlorio, Joseph P. Lacher, J. David Scheiner, Alexandra Wilson, Bruce Klatsky and Michael W. Rayden each satisfied the NASDAQ standards of independence. The board’s independence determination included a review of our relationship with Ms. Wilson. Ms. Wilson is a co-founder and, until December 31, 2014, served as Head of Strategic Alliances for Gilt Groupe, Inc., a customer of the Company. During fiscal 2015, we received approximately $600,000 from Gilt in connection with sales of our products on the Gilt.com website. The board considered the nature of the sales in relation to Gilt’s total purchases and that the sales to Gilt represented less than 5% of our revenues in determining that Ms. Wilson is independent.

In addition to the NASDAQ standards for independence, the directors who serve on the Audit Committee and Compensation Committee each satisfy standards established by the SEC to qualify as “independent” for the purposes of serving on the Audit Committee and Compensation Committee, respectively. The SEC standards provide that members of the Audit Committee may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from us other than their director compensation and the SEC standards provide that any such consulting, advisory, or other compensatory fee be taken into account in determining the independence of Compensation Committee members.

Shareholder Communication with the Board of Directors

Our board of directors has established a procedure that enables shareholders to communicate in writing with members of the board of directors. Any such communication should be addressed to Perry Ellis International, Inc., 3000 N.W. 107th Avenue, Miami, Florida 33172, Attention: General Counsel. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire board of directors. Under the procedures established by our board of directors, upon receipt of such communications, our General Counsel will log receipt of such communications and send a copy of all communications that the General Counsel believes are bona fide and require attention to each member of our board of directors, identifying each one as a communication received from a shareholder. The General Counsel will also periodically provide our board of directors with a summary of all communications received and any responsive actions taken. Absent unusual circumstances, at the next regularly scheduled meeting of our board of directors held more than two days after a communication has been distributed, the board of directors will consider the substance of any communication that any director wants to discuss.

Corporate Governance Guidelines

The board has adopted Corporate Governance Guidelines. The Corporate Governance and Nominating Committee is responsible for overseeing these guidelines and making recommendations to the board concerning corporate governance matters. Among other matters, the guidelines address the following items concerning the board and its committees:

18

Table of Contents

Majority Voting in the Election of Directors

Upon the recommendation of the Corporate Governance and Nominating Committee, on June 26, 2014, the board amended the Corporate Governance Guidelines to provide for majority voting in the election of directors at uncontested meetings of shareholders, preserving plurality voting in the election of directors at contested meetings of shareholders. Specifically, our Corporate Governance Guidelines now provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of the majority of the votes cast with respect to such candidate at any meeting for the election of directors at which a quorum is present (meaning that the votes cast “for” a candidate’s election must exceed the votes cast “against” that candidate’s election). The majority voting standard would not apply in contested elections, which means an election in which the number of director nominees exceeds the number of directors to be elected at the meeting. If Legion nominates individuals for election as directors at the 2015 Annual Meeting, the election of directors will be considered a contested election.

CEO Succession

Your board has adopted a management succession plan with respect to the position of CEO. George Feldenkreis, who is 79 years old, founded the Company in 1967 and has served as the Company’s CEO and Chairman of the Board since 1993, has indicated that, after an esteemed career of more than 50 years of leading and overseeing the Company’s substantial growth and success, he intends to transition from his role as Chief Executive Officer following the expiration of his employment contract on January 30, 2016. Following this transition, George Feldenkreis will serve as Executive Chairman of the Board with 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 has served as President/COO since 1993 and Vice Chairman of the Board since 2005, will become the Company’s CEO at that time. In designating Oscar Feldenkreis to be the Company’s next 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. Your board determined 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, made 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. Both George Feldenkreis and Oscar Feldenkreis have confirmed their commitment to this management succession plan. Your board firmly believes that this plan will achieve both continuity and the continued success of our Company.

Corporate Governance Practices

The board is committed to enhancing the Company’s corporate governance practices. Examples of the board’s commitment to adopting best practices in corporate governance are the following:

19

Table of Contents

Reassessment of All Related Party Transactions: As part of our ongoing effort to assess our historical business practices, the board is in the process of revisiting all related party transactions previously undertaken by us. Although the Corporate Governance and Nominating Committee and Audit Committee share the responsibility to review and approve our related party transactions, we recognize that a number of our shareholders believe that best practices in corporate governance require that we minimize our participation in related party transactions even if there is a strong underlying economic rationale for them. In response to shareholder input, our board is committed to phasing out many of these historical business arrangements. In that regard, we have made significant progress executing on that commitment, including the following:

Role of Board of Directors in Risk Oversight

We have a comprehensive enterprise risk management process in which management is responsible for managing our risks and the board and its committees provide review and oversight in connection with these efforts. Risks are identified, assessed and managed on an ongoing basis by management and addressed during periodic senior management meetings, resulting in both board and committee discussions and public disclosure, as appropriate. The board is responsible for overseeing management in the execution of its risk management responsibilities and for reviewing our approach to risk management. The board administers this risk oversight function either through the full board or through one of its standing committees, each of which examines various components of our enterprise risks as part of its responsibilities. An overall review of risk is inherent in the board’s consideration of our long and short term strategies, acquisitions and significant financial matters. The Audit Committee oversees financial risks (including risks associated with accounting, financial reporting, enterprise resource planning, and collectability of receivables), legal and compliance risks, and other risk management functions. The Compensation Committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements, including a periodic review of such compensation programs to ensure that they do not encourage excessive risk-taking. The Investment Policy Committee considers risks related to the retirement and pension plan and 401(k) plan. The Corporate Governance and Nominating Committee considers risks related to the recruitment and retention of directors with the appropriate background to oversee, counsel and direct management, risks related to management succession planning and overall corporate governance practices.

The board of directors is responsible for overseeing the design of the risk management process and, in that regard, created an Enterprise Risk Management Committee (“ERM Committee”), a non-board committee under the supervision of our Chief Executive Officer, to centrally coordinate the comprehensive enterprise risk management process. The ERM Committee has a top risks plan that is reviewed at least semi-annually by the ERM Committee. The ERM Committee reviews our programs and processes related to risk management, and the individuals responsible for them. The ERM Committee categorizes enterprise risk into five categories: Financial/Reporting, Compliance and Legal, Strategic and External, Operational, and Technology, and then reviews and analyzes the likelihood, impact, inherent risk and residual risk for all identified risks. Included in the review is the identification of the top concerns, assessment of their possible impact and probability, and identification of the responsible risk owner. The ERM Committee regularly assesses, monitors and re-evaluates our risks and provides regular updates to the board of directors and its committees, as applicable.

20

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

Pursuant to our written Related Party Transaction Policy, our Corporate Governance and Nominating Committee and Audit Committee share the responsibility for the review and approval of “related party transactions” between us and our executive officers, directors or other related persons. The policy applies to any person who is or was a director, officer, nominee for director or 5% or greater shareholder of us since the beginning of our last fiscal year and their immediate family members. Our written policies require the review and approval of these related party transactions by committees of independent directors. In reviewing the proposed transaction, the approving committee will consider all relevant facts and circumstances, including without limitation (i) the business reasons for us to enter into the transaction; (ii) the benefit and perceived benefit, or lack thereof, of the transaction to us, (iii) the commercial reasonableness of the terms of the transaction; (iv) the materiality of the transaction to us; (v) whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party; (vi) the extent of the related party’s direct or indirect interest in the transaction; (vii) if applicable, the impact of the transaction on a non-employee director’s independence; (viii) the actual or apparent conflict of interest of the related party participating in the transaction; and (ix) any other transactions currently in effect involving the same related party. We do not consider the following types of transactions to involve a material interest on the part of the related party and will not review, nor will we require approval or ratification, under the Related Party Transaction Policy of (i) transactions in which the related party’s interest derives solely from his or her service as a director of another corporation or organization that is a party to the transaction; (ii) transactions in which the related party’s interest derives solely from his or her ownership of less than 10% of the equity interests in another person (other than a general partnership interest) that is a party to the transaction; (iii) transactions in which the related party’s interest derives solely from his or her ownership of a class of equity securities of the Company and all holders of that class of equity securities will receive the same benefit on a pro rata basis; (iv) transactions in which the related party’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from us, which donations are made pursuant to our policies and approved by persons other than the related party; (v) compensation arrangements of any executive officer of the Company, if such arrangements have been approved by the Compensation Committee of the board or its delegate; (vi) director compensation arrangements, if such arrangements have been approved by the board; and (vii) transactions involving less than $30,000 in amount. The approving committee will not approve or ratify a transaction unless it will have determined that, upon consideration of all relevant information, the proposed transaction is in, or not inconsistent with, the best interests of us and our shareholders. It is the responsibility of each director and executive officer to bring any related party transactions to our attention before we enter into the transaction. In addition, we circulate written questionnaires to our executive officers and directors each year that ask for information about related party transactions. In reviewing and approving related party transactions, directors of the approving committee who do not have an interest in the transaction consider the relevant facts and determine whether the transaction is not less favorable to us than could have been obtained by us in arm’s-length negotiations with unaffiliated persons.

The Company was founded by brothers George and Isaac Feldenkreis. Since the Company was founded more than 50 years ago, the Feldenkreis family has played an active role in the Company. Since 1966, three generations of the Feldenkreis family have worked at Perry Ellis. Even though the Company’s initial public offering in 1993 occurred more than two decades ago, the Feldenkreis family has continued to maintain a very substantial equity ownership in the Company and currently has beneficial ownership of more than 20% of our issued and outstanding equity.

Unlike other family-founded public companies, Perry Ellis has only one class of common equity issued and outstanding and the shares of common stock held by the Feldenkreis family have the same voting rights as the shares of common stock held by all other shareholders. The board of directors believes that the involvement of George Feldenkreis and members of his family in responsible positions in our management has provided a significant long-term contribution to our value and to the maintenance of our status as a leading designer, distributor and licensor of high quality men’s and women’s apparel, accessories and fragrances. Given the Feldenkreis family’s status as our largest shareholder group, it has also ensured that our Company’s management remained firmly aligned with the interests of our shareholders and, accordingly, very motivated to grow shareholder value.

Since 1966, George Feldenkreis and a number of his family members have served the Company in key management positions. In addition to George Feldenkreis’ position as our Chairman of the Board and CEO, his son, Oscar Feldenkreis, serves as our Vice Chairman, President/COO, and Fanny Hanono, his daughter, has worked for us since 1988, serving the Company in a variety of managerial capacities. Ms. Hanono currently serves as our Executive Vice President - Administration where, among other responsibilities, she oversees the Company’s real estate facilities, logistics, procurement, Customs compliance programs and management of our foreign offices. During fiscal 2015, Ms. Hanono received approximately $307,000 in cash and benefits plus approximately $83,000 of time-vested restricted stock granted under the Fiscal 2015 LTI Plan, which vests over three years. The Company employs other members of the extended Feldenkreis family as well as a family member of another director, but none of these employees received total compensation in an amount more than $120,000 during fiscal 2015.

21

Table of Contents

In the fall of 2014, as part of our ongoing effort to assess our historical business practices, our Board began a process to revisit all related party transactions previously undertaken by the Company. In accordance with a written related-party transactions policy adopted by your board, the board’s Corporate Governance and Nominating Committee reviews and approves the Company’s related party transactions including, at times, with the assistance of independent third-party consultants. Nevertheless, we recognize that a number of our shareholders believe that best practices in corporate governance require that we minimize the Company’s participation in related party transactions even if there is a strong underlying economic rationale. In response to such input, our board has publicly announced its commitment to move expeditiously and thoughtfully to phase out many of these historical business arrangements in the absence of a compelling business justification to continue the arrangement.

The Company leases approximately 16,000 square feet for administrative offices, and leased approximately 50,000 square feet for warehouse distribution and retail, at facilities owned by our Chairman of the Board and CEO, George Feldenkreis. These facilities were designed specifically for use by the Company and were originally leased by the Company under a 10-year lease for the office space and a 10-year lease for the warehouse and retail space. These facilities are in close proximity to our Miami, Florida headquarters. During the first half of fiscal 2015, we amended the leases to extend the term for five years, beginning July 1, 2014 and expiring June 30, 2019. Pursuant to those amendments, beginning July 1, 2014, the basic monthly rent became $41,750 and increases 3% on the first month of each of the remaining 12-month periods during the extended term. Rent expense, including insurance and taxes, for these leases amounted to approximately $610,000, or $9.25 per square foot, for the year ended January 31, 2015. Prior to the Company entering into the amended leases, our Corporate Governance and Nominating Committee, taking into consideration information from independent third party sources, reviewed the terms of the lease extensions to ensure that they were reasonable and at market. As of October 1, 2014, in furtherance of our commitment to phase out many of our related party transactions, we transitioned our operations out of the warehouse space. In order to minimize the costs associated with an early termination of the lease relating to the warehouse and retail space, we engaged a real estate broker to assist us in finding a replacement tenant and agreed to be responsible for the related brokerage fees incurred of approximately $150,000. The retained broker identified a new tenant for the warehouse and retail space that is unrelated to the Company and we entered into a lease termination agreement relating to the warehouse and retail space on April 13, 2015. We incurred $245,000 of lease termination fees, including costs related to certain tenant improvements such as painting the interior and exterior of the building and improvements to the parking lot, which were agreed upon in order to induce the new tenant to lease the space and allow us to terminate the lease prior to its expiration. We continue to work towards unwinding the lease agreement for the administrative offices.

During fiscal 2015, we chartered an aircraft from a third party aircraft charter business that in turn charters an aircraft from a third party entity owned by our CEO and President/COO. There was no minimum usage requirement, and the charter agreement allowed for termination with 60 days’ notice. We paid this third party entity $1.6 million for the fiscal year ended January 31, 2015. On at least an annual basis, the Audit Committee or Corporate Governance and Nominating Committee reviewed the terms of the current arrangement to ensure that it was at or below market. This review included the evaluation of information from third party sources. Although we still charter aircraft from the same third party aircraft charter business, the aircraft we charter is no longer the one owned by our CEO and President/COO.

We are a party to licensing agreements with Isaco International, Inc. (“Isaco”), pursuant to which Isaco was granted the exclusive license to use the Perry Ellis and John Henry brand names in the United States and Puerto Rico to market a line of men’s underwear, hosiery and loungewear. We have been party to a licensing relationship with Isaco with respect to men’s underwear, hosiery and loungewear since 1995 and that licensing relationship predates our acquisition of the Perry Ellis and John Henry brands in 1999. The principal shareholder of Isaco is the father-in-law of Oscar Feldenkreis, our President/COO. Royalty income earned from the Isaco license agreements amounted to $2.3 million for the fiscal year ended January 31, 2015. Over the past ten (10) years, we have received aggregate royalty income of $21 million from the Isaco license agreement. Our Corporate Governance and Nominating Committee or Audit Committee reviews renewals or extensions of the licensing agreement to ensure that they are consistent with the terms and conditions of our other license agreements.

For fiscal 2015, we paid approximately $1,000,000 in insurance policy premiums for insurance that was secured for us by the Sprezzatura Insurance Group LLC, an insurance intermediary company, from independent third-party insurance companies related to property and casualty, including cargo, employment practices, privacy and network liability, fiduciary, commercial crime, commercial accident and travel, kidnap and ransom, and comprehensive coverage of all of our foreign offices including liability and property coverage. Joseph Hanono, the grandson of George Feldenkreis, our Chairman of the Board and CEO, is the President of the Sprezzatura Insurance Group. The policy premiums for the insurance secured for the Company by the Sprezzatura Insurance Group represents approximately 7.5% of the Company’s total annual insurance premium. On an annual basis, our Corporate Governance or Audit Committee reviews the Company’s arrangement with the Sprezzatura Insurance Group and, as part of such review, assesses the extent to which the Company benefits from this arrangement. The third-party insurance consultant that was retained by us to review our transactions with the Sprezzatura Insurance Group determined that the insurance policies that we obtained through the Sprezzatura Insurance Group provided appropriate coverage for the risk profile of our business and operations. The consultant further concluded that the premium cost of these insurance policies appeared to be at or favorable to market.

22

Table of Contents

The Company appointed Alexandra Wilson, co-founder of and, until December 31, 2014, Head of Strategic Alliances for Gilt Groupe, Inc., to the board of directors effective February 20, 2014. During fiscal 2015, our net sales to Gilt were approximately $600,000. Our Corporate Governance and Nominating Committee reviewed the terms of the arrangement to ensure that they are consistent with the terms and conditions of sales to our other similar customers.

While undergoing renovations at our corporate headquarters, we are temporarily occupying approximately 13,500 square feet of office space in a building located directly across the street from our corporate headquarters. Previously, that building had been owned by an entity that is owned by our CEO, President/COO and Executive Vice President – Administration. During the period that the building was owned by that entity, we did not pay any rent during the approximately three months that we occupied the space in fiscal 2015.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the close of business on May 20, 2015, 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.

23

Table of Contents

24

Table of Contents

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 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 2015, all filing requirements applicable to our directors and executive officers who are subject to Section 16(a) were complied with.

DIRECTOR COMPENSATION

Directors’ compensation is established by the board of directors upon the recommendation of the Compensation Committee. Directors who are also our employees are not paid any fees or other remuneration for service on the board or any of its committees. The components of directors’ compensation are cash retainer, meeting attendance fees and equity-based grants. The fiscal 2015 compensation was paid at the same levels as those provided at the end of the fiscal year ended February 2, 2014 (“fiscal 2014”). Specifically, the compensation for our independent directors was as follows: (i) $35,000 retainer per year, payable in quarterly installments; (ii) $1,000 for each board and/or committee meeting attended in person, except for attendance at Nominating Committee and Governance Committee meetings, which do not generate a meeting fee; and (iii) an annual grant of restricted common stock equal to $60,000 in value, with vesting to occur in three equal annual installments (the “Fee Program”). Additionally, the committee chairperson for each of the Compensation Committee, the Corporate Governance and Nominating Committee and Investment Policy

25

Table of Contents

Committee receives a $5,000 additional cash retainer per year, and the Audit Committee Chair receives a $10,000 additional cash retainer per year. Directors are reimbursed for travel and lodging expenses in connection with their attendance at meetings. Each new director also receives a stock option or stock appreciation rights award equal to $50,000 in option or appreciation rights value, as applicable, with three-year vesting (the “New Director Program”). Directors are also entitled to receive stock options or stock appreciation rights under our equity compensation plans.

Since 2009, the Compensation Committee has engaged an outside compensation consultant, Pearl Meyer & Partners (“PM&P”), to assist with periodic reviews of the competitiveness of our outside director compensation including market practices relating to director recruitment. The consultant collects market data from the latest proxy filings for peer companies and published surveys representative of industry market practices and reviews competitive practices, prevalence and trends relating to annual cash compensation (retainers and meeting fees), equity-based compensation (stock options, stock appreciation rights, full-value shares), and other notable practices (committee chair premiums). During the fiscal year ended January 28, 2011, the Compensation Committee redesigned certain aspects of the director compensation programs based on PM&P’s recommendations including a change to the mix of cash to equity compensation and a greater increase in equity over cash so that total equity is greater than 50% of the total compensation, matching a National Association of Corporate Directors (“NACD”) best practice. Additionally, based on PM&P’s recommendation, the annual retainer of $31,250 was increased to $35,000 effective May 1, 2010 and the value of the Fee Program grant was increased from $50,000 to $60,000 effective June 17, 2010. In March 2012, the Compensation Committee reviewed the competitiveness of our outside director compensation including market practices relating to committee fees, director recruitment and retention. The Committee reviewed industry market practices and competitive practices, and based on the Committee’s overall review, including its review of the 2011-2012 NACD Director Compensation Report, a $5,000 committee retainer for the Governance Committee Chair was initiated. All other director compensation remained the same.

It is our Company’s policy to strongly encourage stock ownership by our directors to closely align the interests of directors and shareholders. Under this policy, directors are expected to accumulate Company stock, over a three-year period, and then retain shares. The Compensation Committee changed the director ownership target to equal the annual equity retainer from 3,000 shares effective May 1, 2013. All of the directors have exceeded the board’s changed target for director stock ownership other than Jane DeFlorio, who joined the board in December 2014 and has three years to meet the director stock ownership target.

The following table sets forth compensation information for fiscal 2015 for all of our then current directors except our CEO and President/COO. The Compensation of our CEO and President/COO is described in the section of this Proxy Statement captioned “Executive Compensation.”

Fiscal Year 2015 Director Compensation

26

Table of Contents

The following table sets forth the stock options, SARs and restricted shares held, at January 31, 2015, by each individual referenced in our Fiscal 2015 Director Compensation table above.

Director Outstanding Equity Awards at Fiscal Year End

27

Table of Contents

Our directors are not eligible to participate in our pension or retirement plans and did not receive any deferred compensation earnings or non-equity incentive plan compensation during fiscal 2015.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our compensation philosophy is designed to:

Our fiscal 2015 compensation programs reflect this philosophy and its principles.

During fiscal 2015, we focused on five core business strategies, including:

The results of these initiatives drove financial improvement for fiscal 2015:

We believe we have positioned the Company for continued margin expansion in fiscal 2016 and beyond and our platforms are solid and well-positioned for continued forward momentum. In addition, our international businesses are on a sound footing and positioned for good performance in 2016.

We set aggressive performance objectives for fiscal 2015 and made great progress toward our goals. However, as a result of our performance during fiscal 2015, we did not pay annual incentives company-wide because we did not achieve the minimum

28

Table of Contents

threshold performance objectives that would have supported the payment of annual incentive compensation across the Company. We did reward the performance of certain divisions based on pre-established “gatekeeper” performance goals by paying incentive bonuses, and the recipients of such awards included one named executive officer, Stanley Silverstein.

Long-term incentive awards were made in the form of time-vested restricted stock and performance-based equity incentive plan awards that pay in cash, which were awarded in accordance with our prior practices of awarding a combination of time-vested equity grants and performance-based equity incentive plan awards that pay in cash, as applicable. The performance-based awards have been designed to pay for performance for the fiscal 2015-2017 time periods and results of these awards will be determined at the end of fiscal 2017. Performance-based awards made at the beginning of fiscal 2013 and covering the 2013-2015 fiscal years did not pay out to the participants as our financial results for that period were below the designated thresholds of the pre-determined performance levels.

The Compensation Committee believes these are appropriate pay outcomes given our financial performance and shareholder return during fiscal 2015 and reflect the linkage between pay and performance.

Named Executive Officers

During fiscal 2015, our named executive officers were as follows:

Executive Compensation Policy

This compensation discussion and analysis provides an overview of our compensation objectives and policies. In connection with our 2014 Annual Meeting of Shareholders held on June 5, 2014, we received more than 95% approval of our executive compensation, or “say-on-pay” vote, from shareholders for our named executive officers’ compensation, excluding abstentions and broker non-votes. Although we believe these results demonstrated an endorsement of our compensation practices and alignment with our shareholders’ interests, we reexamined our compensation practices this year to ensure our long- and short-term incentive compensation plans support our annual and long-term strategic objectives. We implemented certain changes with respect to our fiscal year ending January 30, 2016 (“fiscal 2016”) plans, which are outlined below. In reviewing and setting the compensation program and goals for fiscal 2015, we did not alter our compensation program versus the prior fiscal year plans, except we expanded the grant of long-term performance-based equity incentive plan awards that pay in cash in lieu of performance shares to all participants under the fiscal 2015 Long-Term Incentive Plan, driven by a shortage of shareholder-approved shares in the plan.

The Compensation Committee acts on behalf of the board of directors to approve the compensation of our executive officers and provides oversight of our compensation philosophy. The Compensation Committee also acts as the oversight committee with respect to our deferred compensation plans, management stock plans, and incentive plans covering executive officers and other senior management. In overseeing the plans, the Compensation Committee delegates authority for day-to-day administration to the head of the Human Resources Department and interpretation of the plans, including selection of participants, determination of award levels within plan parameters, and approval of award documents, where permitted, to our CEO, President/COO, and CFO, except for awards to the CEO, President/COO and CFO, whose awards are determined by the Compensation Committee. The Compensation Committee considers recommendations from our CEO and President/COO with respect to the compensation of the CFO and other executive officers.

The Compensation Committee also reviews and approves on an annual basis corporate goals and objectives relevant to the compensation of our CEO and President/COO, evaluates the CEO and President/COO’s performance in light of those goals and objectives, and reports to the board the CEO and President/COO’s compensation levels based on this evaluation. In determining the long-term incentive component of the CEO’s and President/COO’s compensation, the Compensation Committee considers, among other things, our performance and relative shareholder return, the value of similar incentive awards to CEOs and President/COOs at comparable companies, and the compensation set forth in the CEO’s and President/COO’s employment agreements. The objectives of our compensation programs are to:

29

Table of Contents

Our executive compensation programs are based on several factors, including the level of job responsibility, individual performance, division performance and Company performance. Compensation reflects the value of performance and rewards superior performance while limiting rewards for performance below targets. Compensation also reflects differences in job responsibilities, geographic and marketplace considerations. Compensation of executives in similar positions at peer apparel companies is also considered in this evaluation, especially for a new executive. The Compensation Committee believes the most effective executive compensation program rewards our achievement of specific annual, long-term and strategic goals, and aligns the interests of the executives with those of the shareholders by rewarding performance in accordance with established goals that are aggressive, but achievable without excessive risk-taking. The Compensation Committee evaluates both performance and compensation to ensure we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, we believe executive compensation packages provided by us to our executive officers, including the named executive officers, should include both cash compensation that rewards performance as measured against established goals and stock-based compensation.

Since 2009, the Compensation Committee has directly engaged PM&P to assist it with executive compensation and director compensation matters. PM&P periodically advises the Compensation Committee in its review of the competitiveness and effectiveness of our executive compensation and incentive practices, including review of overall compensation levels, peer group information and practices, and trends in long-term incentives as well as a competitive compensation assessment. In reviewing and making recommendations regarding the design of our compensation programs, PM&P considers our compensation philosophy and the balance between our objectives, value to employees and program costs while aligning the goals of our executive officers with those of our shareholders and motivating our executive officers to accomplish our strategic and financial objectives. PM&P provides no services to the Company other than those provided directly to or on behalf of the Compensation Committee relating to executive compensation and director compensation services, when and as requested by the committee. PM&P attends meetings of the Compensation Committee at the request of the Committee, meets with the Compensation Committee in executive sessions without the presence of management and frequently communicates with the chairman of the Compensation Committee with regard to emerging issues. In fiscal 2015, the committee did not consult with PM&P for any of these services.

With the assistance of PM&P, the Compensation Committee has periodically selected a peer group for use in analyzing our pay practices. In January 2013, the peer group approved by the Compensation Committee was comprised of the following companies: Carters Inc., Quiksilver Inc., Columbia Sportswear Co., Fifth & Pacific Company, Inc., Wolverine Worldwide, Inc., GIII Apparel Group Ltd, Crocs, Inc., Oxford Industries Inc., Maidenform Brands, Inc., American Apparel, Inc., Delta Apparel Inc., Movado Group, Inc., True Religion Apparel, Inc., and Iconix Brand Group, Inc. The median (50th percentile) 2011 revenue size of the peer group companies was $888 million, which is generally comparable to our fiscal 2013 revenue of approximately $970 million. With the assistance of PM&P, the Compensation Committee reviewed the peer group information, considered current pay practices and reviewed economic data to set the fiscal 2014 compensation programs. After consultations with PM&P, the Compensation Committee determined to utilize the same peer group information utilized for the fiscal 2014 programs to set the fiscal 2015 compensation programs. Additionally, PM&P utilized the same peer group information to conduct a competitive review of our CEO’s total direct compensation (sum of base salary, annual bonus and long-term incentive/equity grant values) and provide recommendations to the Compensation Committee in reviewing and approving our CEOs new employment agreement (as described in the section of the proxy statement captioned “Employment Agreements” below).

In early 2015, in preparation for the upcoming fiscal 2016 compensation setting process, the Compensation Committee requested PM&P’s assistance with:

In reviewing and selecting the fiscal 2016 peer group, the Compensation Committee first selected 18 companies in the apparel manufacturing and retail industry, which included 11 companies with similar business characteristics to our business. The Compensation Committee considered publicly available information from 2014, including revenue, EBITDA, total assets, market

30

Table of Contents

capitalization and enterprise value. As a result of this evaluation, six companies were dropped from the prior fiscal peer group (Fifth & Pacific Companies, Inc., Wolverine World Wide Inc., Maidenform Brands, Inc., Movado Group Inc., True Religion Apparel Inc. and Iconix Brand Group, Inc.) because they no longer existed as companies or were not considered a comparable business, and three companies (Deckers Outdoor Corp., Guess?, Inc., and Steve Madden, Ltd.) were added to the peer group as being more comparable to our Company.

As a result of this review, our fiscal 2016 peer group is comprised of the following companies:

In designing and setting the fiscal 2016 programs, the Compensation Committee reviewed the then current use of time-based and performance-based instruments and evaluated any prospective changes against our stated executive compensation philosophy and principles.

Components of 2015 Executive Compensation

The Compensation Committee determined to implement fiscal 2015 compensation programs similar to the compensation programs implemented in fiscal 2014. Except as otherwise noted, the description of the compensation programs provided herein applies to all of our named executive officers.

For fiscal 2015, the principal components of compensation for our named executive officers were:

Base Salary

Base salary is the only guaranteed element of an executive officer’s annual cash compensation. In setting base salary, we generally consider the range of competitive base salaries for positions at comparable apparel companies and our overall financial performance during the prior year. Base salary ranges for named executive officers are determined for each executive based on his or her position and responsibility by using several criteria.

The following elements may be utilized:

In making base salary recommendations, the Compensation Committee compares the salary against our identified peer group of publicly-traded apparel and apparel-related wholesale and retail companies, as described above. This peer group, which is periodically reviewed and updated by the Compensation Committee, consists of companies against which the Compensation Committee believes we compete for talent and for shareholders’ investment. Because of the variance in size among the companies comprising the peer group, other factors such as EBITDA, net income, share value and growth may be used to adjust the compensation of the peer group companies to make it more relevant, for comparison purposes, to our compensation levels.

The base salaries of the CEO and President/COO are based upon the terms of their employment agreements, as described in the section captioned “Employment Agreements” below. In establishing the terms of these agreements, the Compensation Committee

31

Table of Contents

considered the responsibilities of each position, the responsibility of comparable positions at peer apparel and retail companies and the recommendations provided by PM&P including, among other things, their recommendations regarding our retention objectives. The base salary level for each of the named executive officers remained the same for fiscal 2015 as for fiscal 2014.

Performance-Based Short-Term Incentive Compensation Programs and Bonuses

We grant cash incentives to our named executive officers under the 2011 Management Incentive Compensation Plan, which was approved at our 2011 Annual Meeting (the “Management Incentive Compensation Plan”), and which gives the Compensation Committee the latitude to provide cash incentives to promote high performance and achievement of corporate goals by key employees and to promote our success by providing performance-based cash incentives to our participating key employees. The selection of participants rests with the discretion of the Compensation Committee and eligibility extends to all senior management employees.

The Compensation Committee has created two cash compensation plans under the terms of the Management Incentive Compensation Plan: the Executive Management Incentive Plan (the “EMI Plan”) and the Management Incentive Plan (“MIP Plan”). With respect to the EMI Plan, the Compensation Committee, in its discretion, establishes the performance period not to exceed 12 months and sets the business criteria and business formulas that are used to determine what is paid to a participant for a performance period during the first 90 days of each new fiscal year. The Compensation Committee intends that any awards made under the EMI Plan be eligible for deductibility under Section 162(m) of the Internal Revenue Code (the “Code”). The Compensation Committee, in its discretion, may, but need not, establish different performance periods, different business criteria and different incentive formulas, with respect to one or more participants.

For fiscal 2015, the Compensation Committee considered various performance measures for the EMI Plan and set annual performance goals based on adjusted EBITDA, the same performance measure utilized for the fiscal 2014 EMI Plan. For the purpose of the fiscal 2015 EMI Plan, adjusted EBITDA consists of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long-lived assets, gain or loss on sale of long-lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives. The Compensation Committee considers adjusted EBITDA a performance measurement that translates directly into bottom line earnings and encompasses not only gross profit margin – an important measure for the Company – but also operating expenses, which are important in the short-term for the Company. The Compensation Committee reviews the performance measure annually to confirm the selected performance measure properly aligns the goals of our executive officers with those of our shareholders while motivating our executive officers to accomplish the strategic and financial objectives of the Company.

During fiscal 2015, the CEO and the President/COO participated in the EMI Plan. The selection of these two participants related to the magnitude of their responsibilities in comparison with the responsibilities of other executives and the relative total compensation for each of these two positions in comparison to similar positions in the apparel industry peer group reviewed by the Compensation Committee. In addition, under the terms of their respective employment agreements, we are required to provide annual incentives that are tied to specific performance levels the Compensation Committee establishes each year.

For fiscal 2015, the plan performance goals for the CEO and President/COO were established to award a cash incentive in the range of 40% at threshold; 110% at target; and 130% at maximum of base salary based on various adjusted EBITDA ranges for fiscal 2015. Actual payouts are interpolated for performance between threshold and target and target and maximum on a straight line basis. The Compensation Committee also authorized a minimum payment amount, or “gatekeeper bonus,” to each of the two EMI Plan participants of up to $300,000 upon the achievement of a minimum “gatekeeper” performance level, which payment would not be eligible for 162(m) deductibility if paid.

The Compensation Committee discussed the appropriate adjusted EBITDA goals at length in an effort to select the goals that would reward good performance, but were achievable. The EMI Plan performance targets for fiscal 2015 were a threshold payout at $66 million pre-bonus adjusted EBITDA, a target payout at $76.5 million pre-bonus adjusted EBITDA, and a maximum payout at $86.1 million pre-bonus adjusted EBITDA. The minimum pre-bonus adjusted EBITDA for the EMI Plan participants to be eligible for a gatekeeper bonus was $34.8 million. The EMI Plan participants did not earn a cash bonus for fiscal 2015 based on the pre-established performance goals, as our full year adjusted EBITDA of $39.8 million did not meet the threshold payout level. After review, although the fiscal 2015 adjusted EBITDA of $39.8 million was higher than the minimum gatekeeper level of $34.8 million, the Compensation Committee determined not to make a gatekeeper payout to either the CEO or the President/COO.

The MIP Plan is an annual cash incentive program established under the broad terms of the Management Incentive Compensation Plan to provide cash incentives for those executive officers and other management employees who are not selected as participants under the EMI Plan. There were approximately 230 participants in the MIP Plan for fiscal 2015, including our CFO, Golf Division President and International President. The MIP Plan provides guidelines for the calculation of annual non-equity incentive-based compensation, subject to Compensation Committee oversight and approval.

32

Table of Contents

The MIP Plan allows for all levels of management to receive a cash award equal to an amount between 5% and 40% of their base salary (100% for the International President), based on each manager’s level of responsibility, our overall financial performance, divisional performance and the individuals’ individual performance review. Under the MIP Plan, an overall incentive target amount with ranges of potential payout is established for participants at the beginning of each fiscal year by the Compensation Committee. For fiscal 2015, the MIP Plan performance goals were established to award cash incentives in the ranges from 40% at threshold, 100% at target and 130% at maximum of the allocable incentive of all participants. Actual payouts are interpolated for performance between threshold and target and target and maximum on a straight line basis. Incentive payouts for the year are then determined based on our financial results for the fiscal year relative to the pre-established performance guidelines as well as each participant’s individual performance review. The CEO and President/COO do not participate in the MIP Plan.

The fiscal 2015 MIP Plan components and weighting followed the fiscal 2014 MIP Plan design by including

For fiscal 2015, the Compensation Committee chose the same adjusted EBITDA targets for the MIP Plan as it chose for the EMI Plan. The weighting of the adjusted EBITDA goal ranged from 40% to 60% of the cash incentive amount, the weighting of the divisional component ranged from 0% to 40%, and the weighting of the individual performance evaluation ranged from 20% to 40%. The range of outcomes is a function of whether a particular participant is a division executive or a corporate (shared services) executive. In considering the measures for the divisional component, the Compensation Committee desired to incentivize management to generate sustainable profitable growth for us by driving division results and determined that a combination of divisional revenue and adjusted EBITDA objectives were the appropriate divisional measures to accomplish the desired growth and profitability objectives for us.

In addition, the Compensation Committee recognized the need to continue to motivate and reward outstanding performance of those executives who drive and accomplish the strategic and financial objectives of the Company and authorized a gatekeeper payout if the Company achieved a minimum pre-bonus adjusted EBITDA level. A satisfactory individual performance appraisal was a condition to any payment of a cash incentive. The Compensation Committee also has the discretion to adjust an award payout upward or downward from the amount yielded by the formula based upon recommendations from the CEO or President/COO.

The Compensation Committee approves the budget allocation for the MIP Plan each year based on our anticipated financial performance, the number of anticipated participants and the percentages of base salary for each participant. For fiscal 2015, the minimum gatekeeper adjusted EBITDA goal of $34.8 million was achieved and approximately $450,000 was paid to approximately 40 MIP Plan participants, from divisions which met their divisional goals and met or exceeded their individual objectives. Neither our CFO nor our Golf Division President, who were participants in the MIP Plan for fiscal 2015, received a gatekeeper bonus; however, our International President was granted a gatekeeper bonus of $50,000 due to the solid performance of his divisions.

In light of PM&P’s recommendations in connection with the fiscal 2016 compensation review, the Compensation Committee implemented certain changes to the fiscal 2016 EMI and MIP Plans. The Compensation Committee considered various performance measures and evaluated such measures based on the category of participant. In considering the performance measures, the Compensation Committee determined that:

The fiscal 2016 EMI Plan was redesigned, based on revenue growth and operating profit margins, as adjusted, with adjusted revenue growth weighted at 35% of the total cumulative performance goal and adjusted operating profit margins weighted at 65% of the total cumulative performance goal. The fiscal 2016 EMI incentive ranges were set at the same levels as the fiscal 2015, with actual payouts to be interpolated for performance between threshold and target, and target and maximum on a straight line basis.

33

Table of Contents

Similar to the fiscal 2015 MIP Plan, the fiscal 2016 MIP Plan included measures based on overall financial performance, divisional performance and individual performance reviews. The fiscal 2016 MIP ranges were set at the same level as fiscal 2015, with actual payouts to be interpolated for performance between threshold and target, and target and maximum, on a straight line basis. The fiscal 2016 MIP Plan performance measures and weighting was redesigned as follows:

The range of outcomes is a function of whether a participant is a division executive or a corporate (shared service) executive. The Compensation Committee revisited the “gatekeeper” concept and determined that the concept was desirable to motivate and reward divisions and participants who did achieve their goals when the overall company did not. With the input of PM&P including how to provide greater flexibility for potential payouts, the Compensation Committee denominated the “gatekeeper” in any given year as 60% of budgeted, non-cash or cash adjusted EBITDA for each fiscal year for both the EMI and MIP Plans.

Long-Term Incentive Compensation

In 2005, we adopted the Long-Term Incentive Compensation Plan that was approved by our shareholders at the 2005 Annual Meeting, amended and restated by our shareholders at the 2008 Annual Meeting, and further amended and restated and approved by our shareholders at our 2011 Annual Meeting (the “Long-Term Incentive Compensation Plan” or “LTI Plan”). The LTI Plan, allows the Compensation Committee to award performance-based equity incentive plan awards that pay in cash, stock options, stock appreciation rights (“SARs”), performance shares, restricted stock, dividend equivalents and other types of equity awards to our executive officers. The LTI Plan encourages participants to focus on our long-term performance and provides an opportunity for executive officers and certain designated key employees to increase their stake in our stock. The LTI Plan allows us to attract, motivate, retain and reward high quality executives and other key employees, officers, directors, consultants and other persons who provide service to us, by enabling such persons to acquire or increase a proprietary interest in our stock in order to strengthen the mutuality of interests between such persons and our shareholders. Equity awards and grants are awarded based on performance and to select newly hired management employees. By using a mix of stock options, SARs, restricted stock, performance share grants and performance-based equity incentive plan awards that pay in cash, we are able to compensate executives and other employees and incentive new employees to join and remain with us, reward performance and motivate our executive officers. Many of these programs deliver value only when the value of our stock increases.

Based upon input received from PM&P, we determined that it was in the best interest of the Company to implement annual LTI Plan grants of equity incentive compensation to named executive officers and other executive officers. In light of recommendations of PM&P, the Compensation Committee redesigned the LTI Plan in fiscal 2011 to include a combination of SARs in lieu of stock options, and performance shares, for all LTI Plan participants except the CEO and President/COO, who were awarded a performance-based equity incentive plan awards that pay a cash component in lieu of performance shares.

In fiscal 2014, the Compensation Committee reviewed the design features of the LTI Plan and based upon retention considerations at the time, determined to include a combination of time vesting restricted stock in lieu of SARs, for all plan participants. Prior to fiscal 2015, the LTI Plan included the payment of performance shares for all LTI Plan participants except the CEO and President/COO, who were granted performance-based equity incentive plan awards that pay in cash. The Compensation Committee elected to use performance shares to motivate executive officers to achieve long-term financial goals which serve to align executives with the interests of shareholders to create shareholder value. In connection with the 2015 LTI Plan, the Compensation Committee reviewed the stock available under the Long-Term Incentive Compensation Plan and determined to utilize performance-based equity incentive plan awards that pay in cash in lieu of performance shares, as the number of available shares under the LTI Plan was too low to permit their use. The fiscal 2015 LTI Plan grant to participants includes a combination of restricted stock that vests pro rata over a three-year period and performance-based equity incentive plan awards that pay in cash and cliff vest at the end of a three-year performance period if certain performance criteria is achieved, based on cumulative revenues and adjusted EBITDA.

The fiscal 2015 LTI Plan performance goals were established to award a performance share incentive in the range of 90% at threshold, 100% at target and maximum 110% of target, with a 50% payout at threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative revenue and adjusted EBITDA ranges. Cumulative revenue is weighted at 25% of the total cumulative performance goal and cumulative adjusted EBITDA is weighted at 75% of the total cumulative performance goal. Actual payouts are interpolated for performance between threshold and target and target and maximum on a straight line basis. The performance-based equity incentive plan awards that pay in cash under the LTI Plan was created and approved under the LTI Plan and is eligible for deductibility under Section 162(m) of the Code.

34

Table of Contents

PM&P’s review of the fiscal 2016 compensation programs included an overall review of the objectives and structure of the LTI Plan while furthering the our executive pay objectives to (i) continue to attract, maintain and motivate executive officers, (ii) favor performance-based compensation for executive officers that is aggressive, but achievable without excessive risk taking, (iii) ensure that the short and long-term incentive plans continue to support the achievement of our short and long-term strategic objectives, and (iv) align our executive officers’ interests with those of our shareholders. Based on input received from PM&P and the fiscal 2016 peer group analysis, the Compensation Committee determined to grant a package of incentives which will include performance shares or performance-based equity incentive plan awards that pay in cash, to be determined based upon share availability and the plan participant, and time-based restricted stock for retention purposes. A performance share or performance-based equity award that pays in cash, as applicable, has the same two sets of performance metrics, which we consider important drivers of shareholder value creation over the long-term:

For the fiscal 2016 grant, the compensation granted performance-based equity incentive plan awards that pay in cash in lieu of performance shares to all LTI Plan participants. The Compensation Committee considered the equity instrument allocations and, based on input from PM&P, determined that a significant majority of the allocation of the grant value of the equity instruments be oriented toward performance for the general LTI Plan participant group with 67% being performance-based and 33% retention-oriented time-vested restricted stock, and the CEO and President/COO have an 80% weighting on performance-based instruments and 20% retention-oriented time-vested restricted stock reflecting less emphasis on retention of the CEO and President/COO given their significant stock ownership interest. The time-vested restricted stock vests pro-rata over a three-year period.

The fiscal 2016 LTI Plan performance goals were established to award a performance-based incentive in the range of 90% at threshold, 100% at target and 110% of target, with a 50% payout at threshold, 100% payout at target and up to 150% payout at maximum based on various cumulative adjusted EBT, average adjusted ROIC and TSR ranges. The performance-based incentive vests at the end of a three-year performance period and actual payouts are interpolated for performance between threshold and target, target and maximum on a straight line basis. The performance-based equity incentive component of the fiscal 2016 LTI Plan was created and approved under the Long-Term Incentive Compensation Plan and is eligible for deductibility under Section 162(m) of the Code.

Stock Appreciation Rights

The Long-Term Incentive Compensation Plan permits the grant of SARs. Each SAR permits the holder to receive upon exercise, the net after-tax value of the appreciation of the SAR in the form of shares. A SAR award usually vests over a three to five year period and is generally granted within the range of 1,000 to 20,000 SARs. The size of the award is determined by the recipient’s position, responsibilities and individual performance, subject to plan limits, and the estimated value of each SAR is based on a Black-Scholes calculation. SARs award levels are determined based on market data utilizing a comparison with the apparel company peer group and vary among participants based on their positions with us. For executive officers and employees other than the CEO and President/COO, awards are based on the recommendation of the head of the Human Resources Department and/or the CEO or President/COO. SARs are awarded with an exercise price equal to the closing price of our common stock on the date of the grant, which grants are made on the third Tuesday of the respective month or on the date a plan is approved by the Compensation Committee. The Compensation Committee has never granted a SARs award with an exercise price that is less than the closing price of our common stock on the grant date, nor has it granted SARs that are priced on a date other than the grant date. In fiscal 2015, the Compensation Committee did not grant stock-settled SARs under the LTI Plan but SARs remain an element of executive compensation that the Compensation Committee has awarded in the past and may award in the future.

Stock Options

The Long-Term Incentive Compensation Plan permits the grant of stock options. Each stock option permits the holder to purchase one share of our common stock at the market price of our common share on the date of grant. The stock option grants usually vest over a three to five year period and are generally granted within the range of 1,000 to 10,000 options. Generally, the size of the award is determined by the recipient’s position, responsibilities and individual performance, subject to plan limits, and the estimated value of each stock option is based on a Black-Scholes calculation. Stock option award levels are determined based on

35

Table of Contents

market data utilizing a comparison with the apparel company peer group and vary among participants based on their positions with us. For executive officers and employees other than the CEO and President/COO, awards are based on the recommendation of the head of the Human Resources Department and/or the CEO or President/COO. Options are awarded with an exercise price equal to the closing price of our common stock on the date of the grant, which grants are made on the third Tuesday of the respective month or on the date a plan is approved by the Compensation Committee. The Compensation Committee has never granted an option award with an exercise price that is less than the closing price of our common stock on the grant date, nor has it granted options that are priced on a date other than the grant date. The Company has not granted any stock options since prior to fiscal 2011, and since fiscal 2011, has granted SARs versus stock options. The key consideration in our move to SAR grants versus stock option grants is the use of fewer shares upon the exercise of stock-settled SARs. However, stock options remain an element of executive compensation that the Compensations Committee may award again in the future.

Restricted Stock Grants

The Long-Term Incentive Compensation Plan permits the grant of restricted stock awards. Restricted stock awards generally vest over a three to five year period and are fewer in number than stock-settled SARs to reflect their greater value. Restricted stock awards are generally granted in a range of 1,000 to 20,000 restricted shares. Based upon the analysis and recommendations from PM&P, including that both stock-settled SARs and restricted shares are considered time based grants, the Compensation Committee determined to grant restricted shares grants in lieu of stock-settled SARs. For executive officers and employees other than the CEO and President/COO, awards are based on the recommendation of the head of the Human Resources Department and/or the CEO or President/COO. In fiscal 2015, the Compensation Committee granted restricted shares under the LTI Plan. The amount of the grants varied based on the recipient’s position, title and responsibility, subject to plan limits. The table entitled “Grants of Plan-Based Performance Cash and Equity Awards” contains information regarding the restricted stock awards granted to each of the named executive officers during fiscal 2015.

Performance Shares

The Long-Term Incentive Compensation Plan permits the grant of performance shares. Performance share awards generally vest over a three to five year period after the recipient meets certain pre-established performance criteria. In fiscal 2013, the Compensation Committee granted performance shares under the LTI Plan. The 2013 LTI Plan performance share grants had a three-year performance period, which ended at the conclusion of fiscal 2015, with the outcome based on the level of achievement of cumulative revenue weighted at 25% of the total cumulative performance goal and cumulative adjusted EBITDA weighted at 75% of the total cumulative performance goal. The fiscal 2013 LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives. The fiscal 2013 LTI Plan performance targets included (i) cumulative revenue (25% weighting) with a 50% payout at $2.93 billion three year cumulative revenue, a 100% payout at $3.25 billion three year cumulative revenue, and a 150% payout at $3.58 billion three year cumulative revenue and (ii) cumulative adjusted EBITDA (75% weighting) with a 50% payout at $247 million three-year cumulative adjusted EBITDA, a 100% payout at $274 million three-year cumulative adjusted EBITDA, and a 150% payout at $301 million three-year cumulative adjusted EBITDA. The LTI Plan participants, including our CFO and Golf Division President, did not earn the performance share bonus based on the pre-established performance goal as our three-year cumulative revenue was $2.8 billion and our three-year cumulative adjusted EBITDA was $135.9 million. In fiscal 2014, the Compensation Committee also granted performance shares under the LTI Plan. The fiscal 2014 LTI Plan performance share grant has a three-year performance period, which ends at the conclusion of fiscal 2016, with the outcome based on the level of achievement of cumulative revenue, which is weighted at 25% of the total cumulative performance goal, and adjusted EBITDA, which is weighted at 75% of the total cumulative performance goal. The fiscal 2014 LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives, as approved by the Compensation Committee. The grants varied based on the recipient’s position, title and responsibility. Our CEO and President/COO did not receive grants of performance shares under the LTI Plan in fiscal 2013 or fiscal 2014, but were alternatively granted a long term performance-based equity incentive plan award that pays in cash based on our level of achievement of cumulative revenue and adjusted EBITDA targets over a three-year performance period (as discussed below).

Performance-Based Equity Awards Paid in Cash

The Long-Term Incentive Compensation Plan permits the grant of performance-based equity incentive plan awards that pay in cash. Our CEO and President/COO did not receive grants of performance shares under the LTI Plans for fiscal 2013, fiscal 2014 or fiscal 2015 but were alternatively granted long term performance-based equity incentive plan awards that pay in cash under

36

Table of Contents

the Long- Term Incentive Compensation Plan based on the level of achievement of cumulative revenue weighted at 25% of the total cumulative performance goal targets and adjusted EBITDA weighted at 75% of the total cumulative performance goal targets over a three-year performance period. The fiscal 2013 LTI Plan performance-based equity incentive plan award that pays in cash to our CEO and President/COO had a three-year performance period, which ended at the conclusion of fiscal 2015, with the outcome based on the level of achievement of cumulative revenue weighted at 25% of the total cumulative performance goal and cumulative adjusted EBITDA weighted at 75% of the total cumulative performance goal. For fiscal 2013, LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives. The fiscal 2013 LTI Plan performance targets for the performance-based equity incentive plan awards that pay in cash were the same performance targets as the target for the performance share awards and included (i) cumulative revenue (25% weighting) with a 50% payout at $2.93 billion three-year cumulative revenue, a 100% payout at $3.25 billion three-year cumulative revenue, and a 150% payout at $3.58 billion three-year cumulative revenue and (ii) cumulative adjusted EBITDA (75% weighting) with a 50% payout at $247 million three-year cumulative pre-bonus adjusted EBITDA, a 100% payout at $274 million three-year cumulative adjusted EBITDA, and a 150% payout at $301 million three-year cumulative adjusted EBITDA. The CEO and President/COO did not earn their respective performance-based equity incentive plan awards that pay in cash under the fiscal 2013 LTI Plan based on the achievement of the defined performance goals, as our three-year cumulative revenue was $2.8 billion and three-year cumulative adjusted EBITDA was $135.9 million. The Compensation Committee approved the fiscal 2014 performance-based equity incentive plan awards that pay in cash for the CEO and President/COO with the same parameters as the fiscal 2013 awards including a three-year performance period, which ends at the conclusion of fiscal 2016, with the outcome based on our level of achievement of cumulative revenue, which is weighted at 25% of the total cumulative performance goal, and adjusted EBITDA, which is weighted at 75% of the total cumulative performance goal, over the three-year performance period. The fiscal 2014 LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives, as approved by the Compensation Committee.

In fiscal 2015, the Compensation Committee granted performance-based equity incentive plan awards that pay in cash to all participants under the LTI Plan. The fiscal 2015 LTI Plan performance-based equity incentive plan awards that pay in cash have a three-year performance period, which ends at the conclusion of fiscal 2017, with the outcome based on our level of achievement of cumulative revenue, which is weighted at 25% of the total cumulative performance goal, and adjusted EBITDA, which is weighted at 75% of the total cumulative performance goal. The fiscal 2015 LTI adjusted EBITDA consisted of earnings before interest, taxes, depreciation, amortization, cost on early extinguishment of debt and non-controlling interest, impairment on long lived assets, costs on exited brands, costs of streamlining and consolidation of operations and other strategic initiatives, as approved by the Compensation Committee. The grants varied based on position, title and responsibility. The table entitled “Grants of Plan-Based Performance Cash and Equity Awards” contains information regarding the performance-based equity incentive plan awards that pay in cash granted to each of the named executive officers during fiscal 2015.

Executive Stock Ownership Policy; Hedge and Pledge Policy

It is our policy to strongly encourage stock ownership by our executive officers. This policy closely aligns the interests of management with those of shareholders. Under this policy, LTI Plan participants and any executive who at the time of employment is eligible by position to participate in the LTI Plan are expected to accumulate shares over a three-year period, and then retain the shares. Our Compensation Committee regularly reviews the stock ownership policy taking into consideration comparative compensation data and effective May 1, 2013, our Compensation Committee determined to set a stock ownership target level as a multiple of salary for our LTI Plan participants.

Effective May 1, 2013, the stock ownership requirement for our executive officers was reset as follows:

All of the shares of common stock owned by the executive officer apply toward meeting this ownership requirement. Under this policy, LTI participants are expected to accumulate their stock ownership over a three-year period and then retain the shares. Our stock ownership guidelines are posted in the “Our Company” section of our website at www.pery.com.

Pursuant to the Company’s Policy Statement on Hedging and Pledging of Company Securities, our directors and executive officers, are prohibited from hedging the economic risk of ownership of our Company’s stock, including through the use of puts, calls and other derivative securities or from entering into any new pledge or margin arrangements after January 2015 that use our

37

Table of Contents

Company’s stock as collateral for a loan or other purposes, except with the prior approval of the Corporate Governance Committee based on the demonstrated financial ability of such director or executive officer. Our Hedging and Pledging Policy is posted in the “Our Company” section of our website at www.pery.com.

Clawback Policy

Upon recommendation of the Compensation Committee, on April 17, 2015, the board of directors adopted the Clawback Policy (the “Clawback Policy”), which covers all our executive officers and other applicable employees (the “Covered Officers”), and applies to incentive compensation that is granted after the adoption of the Clawback Policy. Under the Clawback Policy, in the event of a restatement of our financial results due to the material noncompliance with any financial reporting requirement under the securities laws, regardless of fault, the board may seek the return of the amount that was paid to the Covered Officer, based on the erroneous data and corrected under the accounting restatement. In the event that the board determines in its sole discretion that the Covered Officer’s act or omission contributed to the circumstances requiring the restatement, then we will use reasonable efforts to recover from such Covered Officers, up to 100% of such incentive-based compensation. Only incentive-based compensation paid or awarded during the two years preceding the financial restatement is subject to recoupment. Our Clawback Policy is posted in the “Our Company” section of our website at www.pery.com.

No Gross-Up Payments

None of our named executive officers has an employment agreement that provides for any gross-up to compensate for taxes incurred under Section 4999 of the Internal Revenue Code as a consequence of “golden parachute” payments upon a change-in-control.

Employment Agreements

The following section describes the terms of employment agreements between us and certain of our executive officers. We compete for executive talent and believe that an employment agreement providing severance and other protections plays an important role in retaining George Feldenkreis, our Chairman and CEO. On May 7, 2013, we entered into a new employment agreement with Mr. George Feldenkreis to replace the agreement that expired in January 2013. The employment agreement with Mr. Feldenkreis expires at 11:59 pm on January 30, 2016 and provides for an initial annual salary of not less than $1,000,000, subject to annual increases in the sole discretion of our board of directors. Mr. Feldenkreis is also eligible to participate in our annual incentive compensation plan with an annual threshold bonus opportunity equal to not less than 40% of his then current base salary, a target bonus opportunity (referred to as the “target bonus”) equal to not less than 110% of his then current base salary and a maximum bonus opportunity equal to not less than 130% of his then current base salary. In each case, bonuses will be based on satisfaction of performance criteria established by our compensation committee for each fiscal year during the term of the agreement, which performance criteria will be set within the first three months of each fiscal year during the term of the employment agreement. Lastly, Mr. Feldenkreis is eligible to participate in our applicable long-term incentive compensation plan as may be established and modified by our board of directors in its sole discretion.

Under the terms of the employment agreement, Mr. Feldenkreis has agreed that all future equity awards will provide for automatic vesting upon a change in control coupled with a termination of his employment without cause or for good reason (as defined in the employment agreement) within 24 months of the change in control.

Under the terms of his previous employment agreement, which expired January 31, 2013, Mr. George Feldenkreis was entitled to receive a tax gross-up payment if his compensation under such agreement exceeded 300% of his base salary by more than $50,000, and as a result, he became subject to a “parachute” excise tax. The payment of this tax gross-up was eliminated in his new employment agreement. The employment agreement also prohibits Mr. George Feldenkreis from competing with us during the employment period and for two years after termination of his employment or upon expiration of the term of the agreement, as applicable. In addition, Mr. Feldenkreis is prohibited from soliciting or doing business with any of our customers or clients or employing or attempting to employ any of our employees (other than his personal administrative assistant(s)) for the purpose of causing such employee to terminate his or her employment with us during the employment period and for two years after termination of his employment for any reason except for the termination of Mr. George Feldenkreis’ employment upon expiration of the term of the agreement. The prohibition on the non-solicitation of employees continues for one year after expiration of the term of the agreement. The terms of Mr. Feldenkreis’ agreement relating to termination of his employment and amounts due in the event of such a termination or a change of control are discussed in the section entitled “Payout to Certain Executive Officers upon Termination or Change of Control.”

We also believe that the employment agreement we have with Oscar Feldenkreis, which provides for severance and other protections, plays an important role in our retention of Oscar Feldenkreis, our Vice Chairman, President and COO. On May 7, 2013,

38

Table of Contents

we entered into a new employment agreement with Mr. Oscar Feldenkreis to replace the agreement that expired in January 2013. The new employment agreement with Mr. Oscar Feldenkreis, expires at 11:59 pm on January 30, 2016 and provides for an initial annual salary of not less than $1,000,000, subject to annual increases in the sole discretion of our board of directors. Mr. Feldenkreis is also eligible to participate in the same annual incentive compensation plan (with the same percentage bonus opportunities) that Mr. George Feldenkreis is entitled to receive. He is eligible to participate in our applicable long-term incentive compensation plan as may be established and modified by our board of directors in its sole discretion as well. Mr. Oscar Feldenkreis’ employment agreement contains termination and other provisions substantially the same as those set forth in George Feldenkreis’ employment agreement except that if Mr. Oscar Feldenkreis is terminated without cause (as defined in his employment agreement) or he quits for good reason, Mr. Oscar Feldenkreis will receive all of the same benefits Mr. George Feldenkreis would receive upon his death or disability plus a lump sum cash payment equal to 200% of the sum of (a) the greater of (i) his base salary at the time of termination or (ii) his base salary immediately prior to the reduction that gave rise to the termination for good reason, and (b) the greater of (i) the target bonus in effect at the time of termination or (ii) the target bonus immediately prior to the reduction that gave rise to the termination for good reason. Additionally, Mr. Oscar Feldenkreis’ employment agreement contains two additional circumstances under which his resignation would qualify as a resignation for good reason. Mr. Oscar Feldenkreis would be deemed to have resigned for good reason if (a) we failed to promote him to chief executive officer after George Feldenkreis ceased to serve as our chief executive officer for any reason (other than a termination of George Feldenkreis’ employment by us for “cause,” (as is defined in Mr. George Feldenkreis’ employment agreement); or (b) following such promotion, we failed to retain Mr. Oscar Feldenkreis as our chief executive officer from the date of his promotion to the end of the term of his employment agreement.

Mr. Oscar Feldenkreis’ employment agreement also includes a “clawback” provision as described with respect to Mr. George Feldenkreis’ employment agreement. Finally, the tax gross-up provision contained in Mr. Oscar Feldenkreis’ previous employment agreement, which was the same as the provision in Mr. George Feldenkreis’ previous employment agreement, was eliminated in his new employment agreement. The terms of Mr. Oscar Feldenkreis’ agreement relating to termination of his employment and amounts due in the event of such a termination or a change of control are discussed in the section captioned “Payout to Certain Executive Officers upon Termination or Change of Control” below.

Effective September 9, 2013, we entered into an employment agreement with Mr. Stanley Silverstein, our International President, for a term of five years. The employment agreement provides for an annual salary of $500,000, subject to annual reviews for increases in the sole discretion of the Company’s Chief Executive Officer. Mr. Silverstein is also eligible to participate in the Company’s annual incentive compensation plan applicable to senior level executives as established and modified from time to time by the Company’s board of directors. For the fiscal year 2014, Mr. Silverstein was entitled to receive a guaranteed bonus of $175,000, less applicable tax deductions, payable in September 2014. Commencing fiscal year 2015, Mr. Silverstein was eligible for incentive compensation with an annual threshold bonus opportunity equal to 40% of his then current base salary, a target bonus opportunity equal to not less than 100% of his then-current base salary, and a maximum bonus opportunity equal to not less than 130% of his then-current base salary. In each case, bonuses will be based on satisfaction of performance criteria established by the Company’s Compensation Committee for each fiscal year during the term of the agreement. In addition, Mr. Silverstein was granted an aggregate of 120,000 shares of restricted stock, 20,000 shares of which vested on September 9, 2014 and 25,000 shares of which will vest on each of September 9, 2015, 2016, 2017 and 2018, respectively. The restricted stock will vest immediately upon a change in control (as defined in his employment agreement) and upon certain termination events as described below. Last, beginning in fiscal year 2016, Mr. Silverstein may, in the discretion of the Company, be eligible to participate in the Company’s applicable long-term incentive compensation plan as may be established and modified by the Company’s board of directors in its sole discretion.

The employment agreement also prohibits Mr. Silverstein from competing with the Company or calling on, soliciting or doing business with any customer or client of the Company or any subsidiary during the employment period and for six months after Mr. Silverstein’s last date of employment with the Company. In addition, for two years after termination of his employment, Mr. Silverstein is prohibited from or employing or attempting to employ any employee of the Company, or any person that was employed with the Company during the last six months of Mr. Silverstein’s employment with the Company. The terms of the Mr. Silverstein’s agreement relating to termination of his employment and amounts due in the event of such a termination or a change of control are discussed in the section captioned “Payout to Certain Executive Officers upon Termination or Change of Control” below.

Retirement Plans

Savings Plan

We offer a tax-qualified 401(k) Plan to all U.S. based associates, including the named executive officers, who are eligible to contribute the lesser of up to 60% of their annual salary or the limit prescribed by the Internal Revenue Service on a pre-tax or post-tax basis after 90 days of service to us. We match 20% of each participant’s elective deferral to the 401(k) plan that does not exceed 6% of such participant’s eligible compensation. On April 1, 2013, we increased the match to the 401(k) Plan for employees who earn less than $85,000 annually to a match of 35% of each participant’s elective deferral that does not exceed 6% of each such participant’s eligible compensation. All participant contributions to the 401(k) Plan are fully vested upon contribution. All matching contributions to the plan vest after three years of service.

39

Table of Contents

Non-Qualified Defined Contribution Plans

We do not offer any non-qualified deferred contribution and/or compensation plans.

Perquisites and Other Personal Benefits

We provide executive officers with perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. We periodically review the levels of perquisites and other personal benefits provided to executive officers. Some of the perquisites offered are automobiles or automobile allowances, country club memberships for entertainment purposes and term life insurance commensurate with the level of responsibility of the executive.

Risk Assessment

The Compensation Committee carefully considers the overall pay mix and incentive structure to discourage excessive risk taking. Senior executives are paid an annual base salary that is competitive in the market and are eligible for an annual cash incentive bonus and long term incentives.

The annual cash incentive bonus is based on one or more performance metrics that are consistent with our long-term goals. The performance metrics and goals are established by the Compensation Committee and based on budgeted levels that are reviewed and approved by the board of directors, and all incentive cash bonus awards, whether short term or long term, have maximum bonus payout amounts. Additionally, if the CEO, President/COO or International President is terminated by us for a reason other than “cause” (as defined in the applicable employment agreement) and we later determine that such person’s employment could have been terminated by us for “cause,” then a “clawback” provision in the CEO’s, President/COO’s, or International President’s employment agreements requires the repayment to us immediately upon written demand by the board of directors of any amounts paid in conjunction with the termination for other than “cause,” which amounts would not have otherwise been due to the executive officer in the event of a termination for “cause.” The board adopted a Clawback Policy applicable to our executive officers in connection with the potential recoupment of incentive-based compensation paid to all covered employees. Additionally, we adopted a pledge and no hedge policy to avoid activities that may conflict with our best interests and the interests of our shareholders.

We also rely on long-term incentives that reward senior executive based on our long-term business and strategic goals. We award long term equity compensation in the form of stock appreciation rights, restricted stock, performance shares and performance-based cash. Stock appreciation rights and restricted stock typically vest annually over a period of three to five years. Performance awards to senior executives typically cliff vest at the end of a three to five year performance period and are based on one or more performance metrics and incorporate a maximum payment amount. The performance goals for the performance shares and the performance-based equity incentive plan awards paid in cash are the same, as established by the Compensation Committee, and are also based on budgeted levels, which are reviewed and approved by the board of directors. Additionally, we maintain equity ownership requirements that expose its senior executive officers to the loss of value of their equity ownership if stock appreciation is jeopardized.

The Compensation Committee oversees and annually reviews and approves our executive compensation structure and programs. During the course of its assessment, the Compensation Committee consults with various persons, including senior management and the independent compensation consultant retained by the Compensation Committee, to ensure that the compensation programs are designed to incentivize executives without encouraging excessive risk taking. Each of the compensation components is also reviewed and evaluated in assessing the potential risks arising in connection with compensating both our senior level officers and our other employees. We do not believe that there are any risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on us or our businesses.

Policy on Deductibility of Compensation Expense

Internal Revenue Service rules do not permit us to deduct certain compensation paid to certain executive officers in excess of $1 million, except to the extent such excess constitutes performance-based compensation. The Compensation Committee considers that its primary goal is to design compensation strategies that further the best interests of us and our shareholders. To the extent not inconsistent with that goal, the Compensation Committee attempts to use compensation policies and programs that preserve the tax deductibility of compensation expenses and will balance the costs and burdens involved in compliance against the value of the tax benefits to be obtained by the Company and may, in certain instances, pay compensation that is not fully deductible if the Compensation Committee determines that the costs and burdens of obtaining the tax deduction outweigh the benefits.

40

Table of Contents

For fiscal 2015, we met all the requirements to deduct all compensation except for the deduction of executive perquisites and benefits for Mr. George Feldenkreis and Mr. Oscar Feldenkreis.

Accounting for Stock-Based Compensation

We account for stock-based payments, including equity awards under our Long-Term Incentive Compensation Plan, in accordance with the requirements of ASC Topic 718, Compensation – Stock Compensation. This means that the value of these awards was determined and shown as an expense for the applicable period in our fiscal 2015 financial statements.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K of the SEC’s rules and regulations and, based on such review and discussions, the Compensation Committee recommended to the board that the Compensation Discussion and Analysis section be included in this proxy statement.

41

Table of Contents

EXECUTIVE COMPENSATION

Set forth below are tables prescribed by the SEC proxy rules presenting the compensation with respect to fiscal 2013, fiscal 2014 and fiscal 2015 of (i) Mr. George Feldenkreis, our Chief Executive Officer, (ii) Ms. Anita Britt, our Chief Financial Officer, and (iii) our three most highly compensated executive officers in fiscal 2015 other than the Chief Executive Officer and Chief Financial Officer, namely Mr. Oscar Feldenkreis, Mr. Stanley P. Silverstein and Mr. John F. Voith, which we collectively refer to as the “named executive officers”).

Summary Compensation Table

The following table discloses compensation paid or to be paid to the named executive officers with respect to fiscal 2015, fiscal 2014 and fiscal 2013.

42

Table of Contents

43

Table of Contents

Grants of Plan-Based Performance Cash and Equity Awards

The following table provides information with respect to our short-term and long-term incentive awards made to our named executive officers under our compensation plans during fiscal 2015:

Grants of Plan-Based Awards

44

Table of Contents

None of our named executive officers participated in our pension plan and none of our named executive officers received any non-qualified deferred compensation during fiscal 2015.

Outstanding Equity Awards at Fiscal Year Ended January 31, 2015

The following table provides information with respect to outstanding stock options, SARS and restricted stock held by our named executive officers at January 31, 2015:

45

Table of Contents

Option Exercises and Stock Vested in Fiscal 2015

The following table provides information on stock option exercises and vesting of restricted stock held by the named executive officers during fiscal 2015: