8-K

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):

October 30, 2013

SAKS INCORPORATED

(Exact name of registrant as specified in its charter)

TENNESSEE	1-13113	62-0331040
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12 East 49th Street New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 940-5305

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On October 30, 2013, Saks Incorporated (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 28, 2013, by and among Hudson’s Bay Company (“Hudson’s Bay”), Harry Acquisition Inc. (“Merger Sub”) and the Company, which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Hudson’s Bay.

As of October 2, 2013, the record date for the Special Meeting, there were 150,139,250 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting.  At the Special Meeting, a total of 128,628,446 shares of Common Stock, representing approximately 85.67% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

(1)   The approval of the Merger Agreement;

(2)   The approval, on an advisory (non-binding) basis, of specified compensation that may become payable to the Company’s principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer (collectively, the “Named Executive Officers”) in connection with the Merger; and

(3)   The approval of the adjournment of the Special Meeting, if necessary or appropriate to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement.

Each of the three proposals was approved by the requisite vote of the Company’s shareholders.  The final voting results for each proposal are described below.  For more information on each of these proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2013.

1.   Proposal to approve the Merger Agreement:

For	Against	Abstain	Broker Non-Votes
127,872,178	431,726	324,542	–

2.   Proposal to approve on an advisory (non-binding) basis, specified compensation that may become payable to the Company’s Named Executive Officers in connection with the Merger:

For	Against	Abstain	Broker Non-Votes
116,841,380	7,401,022	4,386,044	–

3.   Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement:

For	Against	Abstain	Broker Non-Votes
121,921,398	6,613,580	93,468	–

Item 8.01                 Other Events.

On October 30, 2013, the Company issued a press release regarding shareholder approval of the Merger Agreement and certain related matters.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01                 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description of Document
99.1	Press Release of Saks Incorporated dated October 30, 2013

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.

	SAKS INCORPORATED
Date:  October 30, 2013	/s/ Ann Robertson
	Ann Robertson Associate General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release of Saks Incorporated dated October 30, 2013

EX-99.1

EXHIBIT 99.1

SAKS INCORPORATED SHAREHOLDERS APPROVE MERGER WITH HUDSON’S BAY COMPANY

Contact:       Julia Bentley

 (865) 981-6243

FOR IMMEDIATE RELEASE                                                                                   www.saksincorporated.com

New York, New York (October 30, 2013)—Retailer Saks Incorporated (NYSE: SKS) (“Saks” or the “Company”) announced that its shareholders overwhelmingly approved the previously announced Agreement and Plan of Merger (“Merger Agreement”) with Hudson’s Bay Company (“HBC”) at its special meeting held today.

Based on the tabulation of the shareholder vote, approximately 99.4% of the total votes cast, which represents approximately 85.2% of the total shares outstanding as of the October 2, 2013 record date for the special meeting, were voted in favor of the merger.

Under the terms of the Merger Agreement, the Company’s shareholders will receive $16.00 per share in cash at the closing of the transaction.  The parties anticipate that the transaction will close on November 4, 2013, and the parties intend that promptly thereafter the Company will be delisted from the NYSE.

The Company’s shareholders also approved the proposal to approve, on an advisory (non-binding) basis, specified compensation payable to the Company’s named executive officers in connection with the merger.

Saks Incorporated currently operates 41 Saks Fifth Avenue stores, 72 Saks Fifth Avenue OFF 5TH stores, and saks.com.

Forward-looking Information

The information contained in this press release that addresses future results or expectations is considered “forward-looking” information within the definition of the Federal securities laws. Forward-looking information in this press release can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,” “estimate,” “contemplate,” “possible,” and “point.” The forward-looking information is premised on many factors, some of which are outlined below. Actual results might differ materially from projected forward-looking information.

The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include such factors as: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of Saks’ merger agreement with HBC, (2) the failure to satisfy any of the closing conditions to the merger, and any delay in connection with the foregoing, and (3) the failure of HBC to obtain the necessary financing arrangements set forth in the debt commitment letter and equity investment agreement delivered in connection with the merger agreement.

Additional factors that may cause Saks’ actual results to differ materially from those described in the forward-looking statements may be found in Saks’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended February 2, 2013, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K, which may be accessed via the Internet at www.sec.gov.

The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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