8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

April 19, 2012

(Date of Report, Date of Earliest Event Reported)

Stage Stores, Inc.

(Exact Name of Registrant as Specified in Charter)

1-14035

(Commission File Number)

NEVADA (State or Other Jurisdiction of Incorporation)	91-1826900 (I.R.S. Employer Identification No.)
10201 Main Street, Houston, Texas (Address of Principal Executive Offices)	77025 (Zip Code)

(800) 579-2302

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(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

           (c) Appointment of Principal Executive Officer

In General

On April 19, 2012, Michael L. Glazer was appointed President and Chief Executive Officer of the Company on a permanent basis.  He had served in those capacities on an interim basis since March 28, 2012.

Mr. Glazer is 64 years old.  He has been a Director since August 2001.  During that time he has served as Chairman of the Compensation Committee and as Chairman of the Corporate Governance and Nominating Committee.  He will remain a Director, but will no longer serve on Board committees as he is not deemed to be independent under NYSE listing standards and the Company’s Corporate Governance Guidelines by virtue of his employment with the Company.

Mr. Glazer served as the President and CEO of Mattress Giant Corporation located in Addison, Texas, since October 2009.  From August 2005 to October 2009, he served as Managing Director of Team Neu, located in Pittsfield, Massachusetts.  From May 1996 to August 2005, Mr. Glazer served as President and Chief Executive Officer of KB Toys, Inc.  KB Toys, Inc. filed a petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on January 14, 2004 and emerged from Chapter 11 in August 2005.  From April 1995 to January 1999, he also served as President of Big Lots, which owned KB Toys, Inc.  From March 1990 to January 1995, he served as President of the Bombay Company.  Mr. Glazer is a Director of CPI Corporation.   He also formerly served on the boards of Brookstone and Big Lots.

Mr. Glazer will continue to be paid a base salary of $850,000 per year.

Initial Equity Grants

 On April 19, 2012, the first day of his employment as President and Chief Executive Officer on a permanent basis, Mr. Glazer was granted the following equity awards:

·   73,333 Performance Shares, which will cliff vest after a three-year measurement performance cycle (the “Performance Cycle”) which began on the first day of the Company’s 2012 Fiscal Year (January 29, 2012) and ends on the last day of the Company’s 2014 Fiscal Year (January 31, 2015),

·   60,000 shares of Restricted Stock, which will vest on a pro-rata basis over four years (i.e., 25% per year) from the date of grant, and

·   33,333 additional shares of Restricted Stock, which will vest on a pro-rata basis over four years (i.e., 25% per year) from the date of grant and which will be associated with a 2-year non-compete agreement.

           (e) Compensatory Arrangements of Certain Officers

On March 28, 2012, the Compensation Committee of the Board of Directors of Stage Stores, Inc. (the “Company”) recommended, and the Board of Directors approved, the parameters for the Company's 2012 Senior Executive Incentive Bonus Plan (the “2012 Bonus Plan”).

A “Pre-Tax Earnings Parameter” of the bonus formula is weighted to determine sixty percent (60%) of the year-end bonus amount earned.

An “Individual Objectives Parameter” of the bonus formula is weighted to determine twenty percent (20%) of the year-end bonus amount earned and the measurement is based on four to six specific objectives related to the executive’s area of responsibility which supports the Company’s 2012 Financial Plan.

A “Comparable Store Sales Parameter” of the bonus formula is weighted to determine twenty percent (20%) of the year-end bonus amount earned and the measurement is based on fiscal year-end comparable store sales percent change, compared to the Company’s 2012 Performance Group, as identified in the Company’s 2012 Proxy Statement.

Under the 2012 Bonus Plan, the potential bonus payout, as a percentage of Mr. Glazer’s base salary at April 19, 2012, the date of his employment as President and Chief Executive Officer on a permanent basis, is as follows:

	Base	Bonus Range % (1)	Bonus Range $ (2)
Name and Title	Salary ($)	(Threshold/Target/Maximum)	(Threshold/Target/Maximum)
Michael Glazer
President & CEO	850,000	40-100-200	340,000-850,000-1,700,000

_________________________

(1)

Percentage of base salary

(2)

Amount to be paid will depend upon the extent to which the Company achieves the Pre-Tax Earnings, Individual Objectives and Comparable Store Sales parameters established by the Board of Directors.  Actual bonus payments will be prorated for Pre-Tax Earnings results between the threshold and maximum levels.   In order to earn any portion of the Comparable Store Sales payout, the Company must achieve 75% of the Pre-Tax Earnings target level.

Item 8.01 Other Events

    On April 19, 2012, the Company issued a News Release announcing the appointment of Michael Glazer as President and Chief Executive Officer on a permanent basis. A copy of the News Release is attached to this Form 8-K as Exhibit 99.1.

On April 23, 2012, the Company issued a News Release announcing the appointment of Steven Lawrence as Chief Merchandising Officer. A copy of the News Release is attached to this Form 8-K as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 News Release issued by Stage Stores, Inc. on April 19, 2012 announcing the appointment of Michael Glazer as President and Chief Executive Officer on a permanent basis.

99.2 News Release issued by Stage Stores, Inc. on April 23, 2012 announcing the appointment of Steven Lawrence as Chief Merchandising Officer.

SIGNATURES

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.

	STAGE STORES, INC.
April 25, 2012	/s/ Oded Shein
(Date)	Oded Shein
	Chief Financial Officer

EX-99

Exhibit 99.2

NEWS RELEASE

CONTACT:

Bob Aronson

Vice President, Investor Relations

800-579-2302

(baronson@stagestores.com)

FOR IMMEDIATE RELEASE

STAGE STORES NAMES STEVEN LAWRENCE CHIEF MERCHANDISING OFFICER

HOUSTON, TX,April 23, 2012 - Stage Stores, Inc. (NYSE: SSI) today announced the appointment of Steven Lawrence as Chief Merchandising Officer effective April 30, 2012.  Lawrence, who will report to Michael Glazer, President and Chief Executive Officer, will be responsible for all of the merchandising, planning and allocation functions of the Company including both the Southern Division based in Houston and the Northern Division based in South Hill Virginia.

“We are extremely pleased that Steven is joining the Stage Stores family,” said Glazer.  “He is a tremendously talented leader and merchant, and his extensive retailing experience and industry acumen, as well as his respect within the vendor community, will add significant value to our Company.  I am confident that his proven skills and insight into the needs of today’s consumer will be instrumental in the continued growth and success of our Company.”

Lawrence, 44, has had a distinguished 22 year career in the retail industry, primarily in senior apparel-related positions.  Prior to joining Stage Stores, Lawrence spent 11 years with J.C. Penney, where he was most recently Co-Chief Merchant EVP GMM Men’s, Kids & Home.  Prior to joining J.C. Penney, Lawrence spent 11 years at the former Foley’s Department Stores, where he held various merchandising positions of increasing responsibility.

“I am delighted to join an organization like Stage Stores and I look forward to expanding the brand and developing new assortments for our customers,” said Lawrence. “I am energized by the company’s unique business model and the opportunity to join Stage Stores’ highly motivated, customer focused team.”

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Stage Stores Announces New Chief Merchandising Officer

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About Stage Stores

Stage Stores, Inc. operates primarily in small and mid-sized towns and communities. Its stores, which operate under the Bealls, Goody’s, Palais Royal, Peebles, Stage and Steele’s names, offer moderately priced, nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family. The Company currently operates 827 stores in 40 states.  The Company also has an eCommerce website. For more information about Stage Stores, visit the Company’s website at www.stagestoresinc.com.

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