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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): September 9, 2008</B>

<P style="font-size: 24pt" align="center"><B>Jos. A. Bank Clothiers,
Inc.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
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cellpadding="0" width="100%" border="0">

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  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-23874</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>36-3189198</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>500 Hanover
Pike<BR>
Hampstead, Maryland<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>21074</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(410) 239-2700</B>
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cellpadding="0" width="30%" border="0">

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 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>



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<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">1
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valign="top">
  <TD nowrap align="left" width="3%">&nbsp;<B>ITEM 5.02</B></TD>
  <TD width="1%">&nbsp;</TD>
  <TD><B>&nbsp;DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS</B></TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left"><U><B><I>Succession Plan and Election
of New Directors</I></B></U>

<P style="font-size: 10pt" align="left">On September&nbsp;12, 2008, Jos. A.
Bank Clothiers, Inc. (the &#8220;Company&#8221;) issued a press release (the
&#8220;Press Release&#8221;) announcing the implementation of its leadership
succession plan under which three top officials will remain with the Company
and assume new roles. Effective December&nbsp;21, 2008, Robert N. Wildrick will
become Chairman of the Board; R. Neal Black will become Chief Executive Officer
and a Director of the Company and Andrew A. Giordano will become Chairman
Emeritus. Mr.&nbsp;Black will remain President of the Company and
Mr.&nbsp;Giordano will remain Lead Independent Director. The Press Release also
announced the election of James H. Ferstl and Henry Homes, III as new directors
of the Company, effective September&nbsp;9, 2008. The size of the board was
increased to seven members in connection with the elections of
Messrs.&nbsp;Ferstl and Homes and is scheduled to increase to eight members as
of December&nbsp;21, 2008 in connection with the election of Mr.&nbsp;Black.

<P style="font-size: 10pt" align="left">Mr.&nbsp;Black was elected for a term
commencing on the date he becomes the Company&#8217;s Chief Executive Officer
(December&nbsp;21, 2009) and expiring at the earlier to occur of the
Company&#8217;s 2011 Annual Meeting of Stockholders or the termination of his
employment with the Company. Mr.&nbsp;Ferstl was elected for a term expiring at
the Company&#8217;s 2011 Annual Meeting of Stockholders. Mr.&nbsp;Homes was
elected for a term expiring at the Company&#8217;s 2009 Annual Meeting of
Stockholders. Messrs. Ferstl and Homes will receive compensation for their
service on the Board of Directors and any Board Committees consistent with the
Company&#8217;s compensation policies for its other non-employee directors.
Mr.&nbsp;Black will not be entitled to separate compensation for his service as
a director.

<P style="font-size: 10pt" align="left">The Board of Directors determined that
each of Messrs.&nbsp;Ferstl and Homes qualifies as independent under the Nasdaq
Marketplace Rules. Mr.&nbsp;Ferstl was appointed to serve on the Nominating and
Governance Committee and Mr.&nbsp;Homes was appointed to serve on the
Compensation Committee.

<P style="font-size: 10pt" align="left">Mr.&nbsp;Black, age 53, has been the
Company&#8217;s President since April&nbsp;2007. He joined the Company in
January&nbsp;2000 and served as Executive Vice President &#8212; Merchandising
and Marketing from January&nbsp;2000 to April&nbsp;2007. Mr.&nbsp;Black has
been the Company&#8217;s Chief Merchandising Officer during his entire tenure
with the Company.



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2

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt" align="left"><U><B><I>Amendment to
Mr.&nbsp;Wildrick&#8217;s Employment Agreement</I></B></U>

<P style="font-size: 10pt" align="left">On September&nbsp;9, 2008, the Company
and Mr.&nbsp;Wildrick entered into a Fourth Amendment to Employment Agreement
(the &#8220;Employment Agreement Amendment&#8221;), which amends Mr.&nbsp;Wildrick&#8217;s existing
employment agreement with the Company (the &#8220;Wildrick Employment
Agreement&#8221;). Under the Employment Agreement Amendment, (i)&nbsp;the last
day of Mr.&nbsp;Wildrick&#8217;s employment period with the Company (the
&#8220;Employment Period&#8221;) will be December&nbsp;20, 2008;
(ii)&nbsp;Mr.&nbsp;Wildrick is waiving his right to receive any fourth
quarterly bonus payment to which he may otherwise have been entitled, base
salary for the period from December&nbsp;21, 2008 through January 31, 2009 and
per diem compensation for unused vacation, each of which would otherwise have
been payable under the Wildrick Employment Agreement had Mr.&nbsp;Wildrick not
agreed to the early expiration of the Employment Period and (iii)&nbsp;on or
before the last day of the Employment Period, the Company will pay to
Mr.&nbsp;Wildrick, in lieu of and not exceeding the other payments which
otherwise would have been due to Mr.&nbsp;Wildrick under the Employment
Agreement, the sum of $1,009,000, less applicable withholdings. Following the
Employment Period, Mr.&nbsp;Wildrick will no longer be an officer or employee
of the Company.

<P style="font-size: 10pt" align="left"><U><B><I>Consulting Agreement with
Mr.&nbsp;Wildrick</I></B></U>

<P style="font-size: 10pt" align="left">On September&nbsp;9, 2008, the Company
and Mr.&nbsp;Wildrick entered into a Consulting Agreement (the
&#8220;Consulting Agreement&#8221;). Under the Consulting Agreement, the
Company will retain Mr.&nbsp;Wildrick to consult on matters of strategic
planning and initiatives for a term of three years commencing February&nbsp;1,
2009. The annual fee payable to Mr.&nbsp;Wildrick for these consulting services
will be $825,000. The Consulting Agreement provides for the acceleration of
payments due thereunder to Mr.&nbsp;Wildrick in connection with certain
termination events. The Consulting Agreement also includes an agreement by
Mr.&nbsp;Wildrick not to compete with the Company or to solicit its customers
or employees during its term.

<P style="font-size: 10pt" align="left">For his role as Chairman of the Board
of Directors, Mr.&nbsp;Wildrick will receive an annual retainer of $150,000 and
will otherwise receive compensation for his service on the Board of Directors
and any Board Committees consistent with the Company&#8217;s compensation
policies for its other non-employee directors.

<P style="font-size: 10pt" align="left"><U><B><I>Employment Agreement with
Mr.&nbsp;Black</I></B></U>


<P style="font-size: 10pt" align="left">On September&nbsp;9, 2008, the Company
entered into an Employment Agreement with Mr.&nbsp;Black (the &#8220;Black
Employment Agreement&#8221;) pursuant to which Mr.&nbsp;Black will be employed
as the Company&#8217;s Chief Executive Officer, effective December 21, 2008.
Subject to earlier termination as provided in the Black Employment Agreement,
Mr.&nbsp;Black&#8217;s employment as Chief Executive Officer will continue
through January&nbsp;29, 2011. Effective December&nbsp;21, 2008,
Mr.&nbsp;Black&#8217;s current employment agreement with the Company will be
terminated and superseded by the Black Employment Agreement. Under the Black
Employment Agreement, Mr.&nbsp;Black&#8217;s base salary will initially be
$750,000. Beginning in Fiscal 2010 (which ends January&nbsp;29, 2011),
Mr.&nbsp;Black&#8217;s base salary will be increased at least once each fiscal
year in an amount not less than the percentage increase in the consumer price
index over the most recently reported 12-month period. Provided that such bonus
is approved by the shareholders of the Company, for Fiscal 2009 (which ends
January&nbsp;30, 2010) and for each fiscal year thereafter, Mr.&nbsp;Black will
be entitled to a bonus opportunity of up to 200% of his base salary based upon
the achievement of annual performance goals. Mr.&nbsp;Black will also be
entitled to a monthly car allowance of $1,600 and other benefits otherwise
provided to the Company&#8217;s senior management.

<P style="font-size: 10pt" align="center"><BR>3

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="left">

<P style="font-size: 10pt" align="left">Under the Black Employment Agreement,
in the event that Mr.&nbsp;Black&#8217;s employment is terminated by the
Company without &#8220;cause&#8221; or by Mr.&nbsp;Black for &#8220;good
reason&#8221; or within 90&nbsp;days following a &#8220;change of
control&#8221; (each as defined in the Black Employment Agreement),
Mr.&nbsp;Black will be entitled to be paid $1,500,000 plus, if applicable, any
bonus payable for the last full bonus year. If Mr.&nbsp;Black&#8217;s
employment is not renewed or continued for at least one additional year
following the end of the term, Mr.&nbsp;Black will be entitled to payment of
$750,000 plus, if applicable, any bonus due for the last full bonus year. The
Black Employment Agreement also provides for the acceleration of certain
payments following certain other termination events. In any of the foregoing
events, the Company would have no further obligation to continue any other
benefits past the date of termination. Mr.&nbsp;Black will be subject to
certain non-compete restrictions following the term of his employment with the
Company.

<P style="font-size: 10pt" align="left">The foregoing summary of the Employment
Agreement Amendment, Consulting Agreement and Black Employment Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of such agreements which are included as Exhibits 10.1, 10.2 and
10.3, respectively, to this Current Report on Form&nbsp;8-K, which are
incorporated herein by reference.

<P style="font-size: 10pt" align="left"><B>ITEM 7.01 REGULATION FD
DISCLOSURE</B>

<P style="font-size: 10pt" align="left">A copy of the Company&#8217;s Press
Release is furnished with this Current Report on Form 8-K and attached hereto
as Exhibit 99.1.

<P style="font-size: 10pt" align="left">Exhibit&nbsp;99.1 shall not be deemed
&#8220;filed&#8221; for purposes of Section&nbsp;18 of the Securities Exchange
Act of 1934, as amended (the &#8220;Exchange Act&#8221;), or incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act except as shall be expressly set forth by specific
reference in such a filing.

<P style="font-size: 10pt" align="left"><B>ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS</B>

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    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit<br>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fourth Amendment to Employment Agreement, dated September&nbsp;9, 2008,
by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.</TD>
</TR>



<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement, dated as of September&nbsp;9, 2008, between Robert
N. Wildrick and Jos. A. Bank Clothiers, Inc.</TD>
</TR>



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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated as of September&nbsp;9, 2008, between R. Neal
Black and Jos. A. Bank Clothiers, Inc.</TD>
</TR>



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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated
September&nbsp;12, 2008 </TD>
</TR>



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</DIV>











<P style="font-size: 10pt" align="center">4

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">5
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<P style="font-size: 10pt" align="center"><U>SIGNATURE</U>

<P style="font-size: 10pt" align="left">Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Jos. A. Bank Clothiers, Inc.<BR>
(Registrant)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Charles D. Frazer</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Charles D. Frazer</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Senior Vice President-General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P style="font-size: 10pt" align="left">Dated: September&nbsp;12, 2008

<P style="font-size: 10pt" align="center"><BR>5

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">6
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<P style="font-size: 10pt" align="left">EXHIBIT INDEX




<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit<br>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

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<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fourth Amendment to Employment Agreement, dated September&nbsp;9, 2008,
by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.</TD>
</TR>



<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consulting Agreement, dated as of September&nbsp;9, 2008, between Robert
N. Wildrick and Jos. A. Bank Clothiers, Inc.</TD>
</TR>



<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated as of September&nbsp;9, 2008, between R. Neal
Black and Jos. A. Bank Clothiers, Inc.</TD>
</TR>



<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated
September&nbsp;12, 2008 </TD>
</TR>



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</DIV>


<P style="font-size: 10pt" align="center"><BR>
6 <BR>


<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">7
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</HTML>
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{"company-data": {"conformed-name": "BANK JOS A CLOTHIERS INC /DE/", "cik": "0000920033", "assigned-sic": "5600", "irs-number": "363189198", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23874", "film-number": "081069159"}, "business-address": {"street1": "500 HANOVER PIKE", "city": "HAMPSTEAD", "state": "MD", "zip": "21074", "phone": "4102392700"}}
Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 9, 2008
Jos. A. Bank Clothiers,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
0-23874
36-3189198
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 Hanover
Pike
Hampstead, Maryland
21074
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(410) 239-2700
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Succession Plan and Election
of New Directors
On September 12, 2008, Jos. A.
Bank Clothiers, Inc. (the "Company") issued a press release (the
"Press Release") announcing the implementation of its leadership
succession plan under which three top officials will remain with the Company
and assume new roles. Effective December 21, 2008, Robert N. Wildrick will
become Chairman of the Board; R. Neal Black will become Chief Executive Officer
and a Director of the Company and Andrew A. Giordano will become Chairman
Emeritus. Mr. Black will remain President of the Company and
Mr. Giordano will remain Lead Independent Director. The Press Release also
announced the election of James H. Ferstl and Henry Homes, III as new directors
of the Company, effective September 9, 2008. The size of the board was
increased to seven members in connection with the elections of
Messrs. Ferstl and Homes and is scheduled to increase to eight members as
of December 21, 2008 in connection with the election of Mr. Black.
Mr. Black was elected for a term
commencing on the date he becomes the Company's Chief Executive Officer
(December 21, 2009) and expiring at the earlier to occur of the
Company's 2011 Annual Meeting of Stockholders or the termination of his
employment with the Company. Mr. Ferstl was elected for a term expiring at
the Company's 2011 Annual Meeting of Stockholders. Mr. Homes was
elected for a term expiring at the Company's 2009 Annual Meeting of
Stockholders. Messrs. Ferstl and Homes will receive compensation for their
service on the Board of Directors and any Board Committees consistent with the
Company's compensation policies for its other non-employee directors.
Mr. Black will not be entitled to separate compensation for his service as
a director.
The Board of Directors determined that
each of Messrs. Ferstl and Homes qualifies as independent under the Nasdaq
Marketplace Rules. Mr. Ferstl was appointed to serve on the Nominating and
Governance Committee and Mr. Homes was appointed to serve on the
Compensation Committee.
Mr. Black, age 53, has been the
Company's President since April 2007. He joined the Company in
January 2000 and served as Executive Vice President — Merchandising
and Marketing from January 2000 to April 2007. Mr. Black has
been the Company's Chief Merchandising Officer during his entire tenure
with the Company.
2
Amendment to
Mr. Wildrick's Employment Agreement
On September 9, 2008, the Company
and Mr. Wildrick entered into a Fourth Amendment to Employment Agreement
(the "Employment Agreement Amendment"), which amends Mr. Wildrick's existing
employment agreement with the Company (the "Wildrick Employment
Agreement"). Under the Employment Agreement Amendment, (i) the last
day of Mr. Wildrick's employment period with the Company (the
"Employment Period") will be December 20, 2008;
(ii) Mr. Wildrick is waiving his right to receive any fourth
quarterly bonus payment to which he may otherwise have been entitled, base
salary for the period from December 21, 2008 through January 31, 2009 and
per diem compensation for unused vacation, each of which would otherwise have
been payable under the Wildrick Employment Agreement had Mr. Wildrick not
agreed to the early expiration of the Employment Period and (iii) on or
before the last day of the Employment Period, the Company will pay to
Mr. Wildrick, in lieu of and not exceeding the other payments which
otherwise would have been due to Mr. Wildrick under the Employment
Agreement, the sum of $1,009,000, less applicable withholdings. Following the
Employment Period, Mr. Wildrick will no longer be an officer or employee
of the Company.
Consulting Agreement with
Mr. Wildrick
On September 9, 2008, the Company
and Mr. Wildrick entered into a Consulting Agreement (the
"Consulting Agreement"). Under the Consulting Agreement, the
Company will retain Mr. Wildrick to consult on matters of strategic
planning and initiatives for a term of three years commencing February 1,
2009. The annual fee payable to Mr. Wildrick for these consulting services
will be $825,000. The Consulting Agreement provides for the acceleration of
payments due thereunder to Mr. Wildrick in connection with certain
termination events. The Consulting Agreement also includes an agreement by
Mr. Wildrick not to compete with the Company or to solicit its customers
or employees during its term.
For his role as Chairman of the Board
of Directors, Mr. Wildrick will receive an annual retainer of $150,000 and
will otherwise receive compensation for his service on the Board of Directors
and any Board Committees consistent with the Company's compensation
policies for its other non-employee directors.
Employment Agreement with
Mr. Black
On September 9, 2008, the Company
entered into an Employment Agreement with Mr. Black (the "Black
Employment Agreement") pursuant to which Mr. Black will be employed
as the Company's Chief Executive Officer, effective December 21, 2008.
Subject to earlier termination as provided in the Black Employment Agreement,
Mr. Black's employment as Chief Executive Officer will continue
through January 29, 2011. Effective December 21, 2008,
Mr. Black's current employment agreement with the Company will be
terminated and superseded by the Black Employment Agreement. Under the Black
Employment Agreement, Mr. Black's base salary will initially be
$750,000. Beginning in Fiscal 2010 (which ends January 29, 2011),
Mr. Black's base salary will be increased at least once each fiscal
year in an amount not less than the percentage increase in the consumer price
index over the most recently reported 12-month period. Provided that such bonus
is approved by the shareholders of the Company, for Fiscal 2009 (which ends
January 30, 2010) and for each fiscal year thereafter, Mr. Black will
be entitled to a bonus opportunity of up to 200% of his base salary based upon
the achievement of annual performance goals. Mr. Black will also be
entitled to a monthly car allowance of $1,600 and other benefits otherwise
provided to the Company's senior management.
3
Under the Black Employment Agreement,
in the event that Mr. Black's employment is terminated by the
Company without "cause" or by Mr. Black for "good
reason" or within 90 days following a "change of
control" (each as defined in the Black Employment Agreement),
Mr. Black will be entitled to be paid $1,500,000 plus, if applicable, any
bonus payable for the last full bonus year. If Mr. Black's
employment is not renewed or continued for at least one additional year
following the end of the term, Mr. Black will be entitled to payment of
$750,000 plus, if applicable, any bonus due for the last full bonus year. The
Black Employment Agreement also provides for the acceleration of certain
payments following certain other termination events. In any of the foregoing
events, the Company would have no further obligation to continue any other
benefits past the date of termination. Mr. Black will be subject to
certain non-compete restrictions following the term of his employment with the
Company.
The foregoing summary of the Employment
Agreement Amendment, Consulting Agreement and Black Employment Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of such agreements which are included as Exhibits 10.1, 10.2 and
10.3, respectively, to this Current Report on Form 8-K, which are
incorporated herein by reference.
ITEM 7.01 REGULATION FD
DISCLOSURE
A copy of the Company's Press
Release is furnished with this Current Report on Form 8-K and attached hereto
as Exhibit 99.1.
Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act except as shall be expressly set forth by specific
reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
Exhibit
Number
Description
10.1
Fourth Amendment to Employment Agreement, dated September 9, 2008,
by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.2
Consulting Agreement, dated as of September 9, 2008, between Robert
N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.3
Employment Agreement, dated as of September 9, 2008, between R. Neal
Black and Jos. A. Bank Clothiers, Inc.
99.1
Press Release dated
September 12, 2008
4
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Jos. A. Bank Clothiers, Inc.
(Registrant)
By:
/s/ Charles D. Frazer
Name:
Charles D. Frazer
Title:
Senior Vice President-General Counsel
Dated: September 12, 2008
5
EXHIBIT INDEX
Exhibit
Number
Description
10.1
Fourth Amendment to Employment Agreement, dated September 9, 2008,
by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.2
Consulting Agreement, dated as of September 9, 2008, between Robert
N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.3
Employment Agreement, dated as of September 9, 2008, between R. Neal
Black and Jos. A. Bank Clothiers, Inc.
99.1
Press Release dated
September 12, 2008
6