Open Letter From George Zimmer to The Men’s Wearhouse Family

  Open Letter From George Zimmer to The Men’s Wearhouse Family

Business Wire

FREMONT, Calif. -- June 26, 2013

George Zimmer, founder and former executive chairman of The Men’s Wearhouse,
today published an open letter to The Men’s Wearhouse family. The content of
that letter is below.

From George Zimmer

June 26, 2013

Since 1973 when I opened the first The Men’s Wearhouse store in Houston, with
the help of tens of thousands of current and former employees, we have built a
multi-billion dollar company based on two guiding principles. The first is to
serve customers by delivering value and an enjoyable shopping experience and
the second is to embody the values of servant leadership by trusting and
empowering our employees to create that experience. I believed that if we did
these things right, customers would be satisfied, employees would feel
appreciated and motivated and shareholder value would be created. And, in
fact, all this has happened.

Over the years, as CEO, I consistently encouraged the company to take a longer
term approach of investing most of our profits back in the company, delivering
value to our customers and building a loyal and dedicated workforce totally
committed to service, rather than pursuing shorter term strategies based on
financial engineering. Inside the Boardroom, we often had spirited discussions
about how best to achieve these objectives. Regardless of whether the Board
eventually sided with my point of view or not, I believe this dialogue and
discussion led to better decisions that contributed to the success of The
Men’s Wearhouse.

Unfortunately, this dynamic seems to have changed.

Just one month after the directors unanimously nominated me for reelection to
the Board, last week they abruptly fired me from my management role and
postponed the Annual Stockholder Meeting so they could nominate a new slate of
directors that excluded me. To justify their actions, they now have tried to
portray me as an obstinate former CEO, determined to regain absolute control
by pushing a going private transaction for my own personal benefit and ego.
Nothing could be further from the truth.

The reality is that over the past two years, and particularly over recent
months, I believe that the Board and management have been eroding the
principles and values that have made The Men’s Wearhouse so successful for all
stakeholders.

Earlier this year, concerned with the Board’s response to the short term
pressures of Wall Street, I encouraged the Board to at least study a broader
range of strategic alternatives beyond simply selling the K&G division,
including the possibility of a going private transaction. Rather than
thoughtfully evaluating the idea or even checking the market to see what value
might be created through such strategic alternatives, the Board quickly and
without the assistance of financial advisors simply rejected the idea, refused
to even discuss the topic or permit me to collect and present to the Board any
information about its possibilities and feasibility, and instead took steps to
marginalize and then silence me.

Such behavior by the Board does not strike me as consistent with sound
principles of good corporate governance or the core values of The Men’s
Wearhouse, but instead suggests that the directors were more concerned with
protecting their entrenched views and positions than considering the full
range of possibilities that might benefit our shareholders and indeed all our
stakeholders.

To be clear, at this point I have not concluded that taking The Men’s
Wearhouse private is a better means of preserving the unique culture and
values that have made the company so successful over the years. What I do know
is that as a founder and large shareholder, I am greatly concerned about the
future of the company if this culture and these values are lost, and believe
that the Board should be open to at least consider the full range of
possibilities that could optimize the future value of the company for all
stakeholders.

To the countless employees who have attempted to contact me over the past
week, I appreciate your kind gestures and support. I am so very proud of the
company we built together and nothing will change that. I encourage you to
stay focused on serving your customers and maintaining your jobs. Please do
not concern yourselves with my well-being at the risk of your own.

Contact:

Sard Verbinnen & Co.
Paul Kranhold and Lindsay Andrews
415-618-8750
 
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