0000006885-19-000135.txt : 20190606 0000006885-19-000135.hdr.sgml : 20190606 20190606164531 ACCESSION NUMBER: 0000006885-19-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190531 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190606 DATE AS OF CHANGE: 20190606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAGE STORES INC CENTRAL INDEX KEY: 0000006885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 911826900 STATE OF INCORPORATION: NV FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14035 FILM NUMBER: 19883075 BUSINESS ADDRESS: STREET 1: 2425 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 2425 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: APPAREL RETAILERS INC DATE OF NAME CHANGE: 19930908 FORMER COMPANY: FORMER CONFORMED NAME: TEXTILE DISTRIBUTORS INC DATE OF NAME CHANGE: 19690521 8-K 1 a2019annualshareholderresu.htm 8-K Document



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

May 31, 2019
(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.)
 
 
2425 West Loop South, Houston, Texas
(Address of Principal Executive Offices)
77027
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock ($0.01 par value)
SSI
New York Stock Exchange






Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

o
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
o





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)    Richard E. Stasyszen resigned his position as Senior Vice President, Finance and Controller of Stage Stores, Inc. on May 31, 2019. Mr. Stasyszen is expected to remain with us until June 21, 2019, to assist with an orderly transition of his duties.
Item 5.07    Submission of Matters to a Vote of Security Holders

(a) Annual Meeting. The 2019 Annual Meeting of Shareholders of Stage Stores, Inc. (the “Company”) was held on June 6, 2019.

(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company’s shareholders:

1.
Election of Seven Directors for a Term of One Year. The seven nominees for election to the Board of Directors were elected to hold office until the 2019 Annual Meeting of Shareholders and until their successors have been elected and have qualified, based upon the following votes:

Nominee
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Alan J. Barocas
 
12,729,840

 
1,300,244

 
64,182

 
14,080,119

Elaine D. Crowley
 
13,523,300

 
511,627

 
59,339

 
14,080,119

Dianne M. Ellis
 
13,532,063

 
494,632

 
67,571

 
14,080,119

Michael L. Glazer
 
13,452,007

 
575,720

 
66,539

 
14,080,119

Earl J. Hesterberg
 
13,384,641

 
644,086

 
65,539

 
14,080,119

Lisa R. Kranc
 
13,260,148

 
651,149

 
182,969

 
14,080,119

William J. Montgoris
 
13,464,166

 
560,475

 
69,625

 
14,080,119


2. Advisory Resolution to Approve Executive Compensation. The advisory resolution to approve executive compensation was approved based upon the following votes:

For
 
Against
 
Abstentions
 
Broker Non-Votes
10,855,353

 
3,007,860

 
231,053

 
14,080,119


3. Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2019. The proposal to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for Fiscal 2019 was approved based upon the following votes:

For
 
Against
 
Abstentions
 
Broker Non-Votes
27,523,797

 
462,539

 
188,049

 
N/A





4. Approve Adoption of Amended and Restated Stage Stores, Inc. 2017 Long-Term Incentive Plan. The proposal to adopt the Amended and Restated Stage Stores, Inc. 2017 Long-Term Incentive Plan was approved based upon the following votes:
     
For
 
Against
 
Abstentions
 
Broker Non-Votes
12,748,923

 
1,228,541

 
116,802

 
14,080,119









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.
 
 
Date: June 6, 2019
/s/ Jason T. Curtis
   
Jason T. Curtis
 
Executive Vice President,
 Chief Financial Officer and Treasurer