Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 26, 2020, the shareholders of Tailored Brands, Inc. (the "Company") adopted the Company's 2016 Long-Term Incentive Plan, as amended and restated, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

In addition, on June 26, 2020, the Board of Directors decided to delay the grant of its annual equity retainer, consistent with the Company's decision to delay its 2020 long-term incentive grants to employees due to the impacts of the novel coronavirus, COVID-19.

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit


           Plans.

On June 25, 2020, the Tailored Brands 401(k) Committee (the "Committee") determined as part of its regular review of investment options available under the Tailored Brands 401(k) Savings Plan (the "Plan") that, based on market conditions, risks and trends, investments in the Company's common stock ("Employer Stock") be suspended to new investments, including both participant contributions and transfers, effective as of July 2, 2020. As a result of this action by the Committee, Plan participants' contributions to Employer Stock will be directed instead to the participant's age appropriate Vanguard Institutional Target Retirement Fund provided under the Plan until participants direct such contributions into another investment fund.

On July 1, 2020, the Company sent the notice required by Rule 104 of Regulation BTR to its directors and executive officers informing them of a blackout period concerning common stock of the Company, including stock trades within the Plan, beginning on July 2, 2020. The Committee has not determined when or if the Employer Stock will be able to accept any new contributions or transfers from other investment funds under the Plan and is exploring hiring an independent fiduciary to evaluate future inclusion of Employer Stock as an investment option under the Plan; therefore, the ending date for the blackout period is undeterminable at this time. Advance notice of the blackout period was not possible due to the quickly changing economic conditions resulting from COVID-19.

A copy of the blackout notice transmitted to the directors and executive officers of the Company is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 26, 2020, the Company held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the following proposals:





  1. election of five directors to the Company's Board of Directors for the coming
     year;




  2. ratification of Deloitte & Touche LLP as the Company's independent registered
     public accounting firm for fiscal 2020;




  3. approval, on an advisory basis, of the compensation of the Company's named
     executive officers; and




  4. adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as
     amended and restated.

(b) The five nominees to the Board of Directors of the Company were elected at the meeting and each of the other proposals received the affirmative votes required for approval.

The number of shares voted for, against and withheld, as well as the number of broker non-votes and abstentions, as the case may be, as to each proposal were as follows:

Proposal 1 - Election of Directors:





Nominee           Shares Voted For Shares Withheld Broker Non-Votes

Dinesh S. Lathi      11,451,529       3,217,952       19,821,798
Theo Killion         11,575,673       3,093,808       19,821,798
Irene Chang Britt    10,797,746       3,871,735       19,821,798
Sue Gove             11,470,936       3,198,545       19,821,798
Drew Vollero         11,746,979       2,922,502       19,821,798

Proposal 2 - Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2020:

Shares Voted For Shares Voted Against Abstentions


   30,770,577         2,829,517         891,185

Proposal 3 - Approval, on an advisory basis, of the compensation of the Company's named executive officers:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes


   10,778,351         3,569,591         321,539      19,821,798

Proposal 4 - Adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended and restated:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes

8,938,481 5,415,886 315,114 19,821,798

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included in this Form 8-K:




10.1   Tailored Brands, Inc. 2016 Long-Term Incentive Plan, as amended and
       restated (incorporated by reference to Appendix A to the Company's proxy
       statement on Schedule 14A relating to the 2020 Annual Meeting of
       Shareholders of the Company filed with the Commission on May 14, 2020
       (File No. 1-16097).

99.1   Notice to Directors and Executive Officers dated July 1, 2020.

104    Cover Page Interactive Data File. The cover page XBRL tags are embedded
       within the inline XBRL document (contained in Exhibit 101)

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