Stein Mart, Inc.
STEIN MART INC (Form: 8-K, Received: 06/21/2017 13:41:16)

 

 

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

June 20, 2017

(Date of Report; Date of Earliest Event Reported)

 

 

STEIN MART, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Florida   0-20052   64-0466198

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

1200 Riverplace Blvd., Jacksonville, Florida 32207

(Address of Principal Executive Offices Including Zip Code)

(904) 346-1500

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

 

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))

Indicate by check mark whether the registrant is an emerging growth company 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).

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. ☐

 

 

 


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders of Stein Mart, Inc. (“Stein Mart” or the “Company”) was held on June 20, 2017. As of April 13, 2017, the record date for the Annual Meeting, there were 47,144,862 shares of the Company’s common stock outstanding and eligible to vote, of which a total of 43,986,012 shares were present in person or represented by proxy, constituting a quorum. The Company’s shareholders considered and voted upon four proposals. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set forth below:

 

(1) To elect the ten (10) director nominees to serve as directors of the Company for the ensuing year and until their successors have been elected and qualified.

 

Name of Director    For    Withheld    Broker Non-Votes

Jay Stein

   32,393,166    1,412,001    10,180,845

John H. Williams, Jr.

   31,601,878    2,203,289    10,180,845

D. Hunt Hawkins

   32,593,219    1,211,948    10,180,845

Irwin Cohen

   31,271,972    2,533,195    10,180,845

Thomas L. Cole

   33,034,842    770,325    10,180,845

Timothy Cost

   33,027,052    778,115    10,180,845

Lisa Galanti

   33,032,328    772,839    10,180,845

Mitch W. Legler

   32,396,086    1,409,081    10,180,845

Richard L. Sisisky

   32,554,789    1,250,378    10,180,845

Burton M. Tansky

   31,489,510    2,315,657    10,180,845

 

(2) To approve an advisory resolution on executive compensation for fiscal year 2016.

 

For

     32,606,713  

Against

     1,059,416  

Abstain

     139,038  

Broker Non-Votes

     10,180,845  

 

(3) To conduct an advisory vote on the frequency of future advisory votes on executive compensation.

 

1 Year

     29,703,624  

2 Years

     258,761  

3 Years

     3,732,299  

Abstain

     110,483  

Broker Non-Votes

     10,180,845  

Consistent with the Board’s recommendation and the advisory vote of our shareholders, the Board has approved an annual frequency for future say-on-pay votes until the next required vote on the frequency of shareholder approval of executive compensation.


(4) To ratify the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending February 3, 2018.

 

For

     43,127,529  

Against

     332,385  

Abstain

     526,098  

Broker Non-Votes

     0  

The press release announcing the results of the Annual Meeting of Shareholders is attached as Exhibit 99.1 to this report.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

99.1 Press Release dated June 20, 2017, announcing the results of the Annual Meeting of Shareholders


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     

STEIN MART, INC.

(Registrant)

Date: June 21, 2017     By:   /s/ Gregory W. Kleffner
       

Gregory W. Kleffner

Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

99.1 Press Release dated June 20, 2017, announcing the results of the Annual Meeting of Shareholders

EXHIBIT 99.1

LOGO

 

June 20, 2017    For more information:
   Linda L. Tasseff
FOR IMMEDIATE RELEASE    Director, Investor Relations
   (904) 858-2639
   ltasseff@steinmart.com

STEIN MART, INC. ANNOUNCES RESULTS OF ANNUAL MEETING OF SHAREHOLDERS

JACKSONVILLE, FL – Stein Mart, Inc. (NASDAQ: SMRT) today announced shareholder voting results for its 2017 Annual Meeting of Shareholders. Approximately 93.3 percent of all outstanding shares were present or represented by proxy at the meeting.

Shareholders approved the election of Jay Stein, John H. Williams, Jr., D. Hunt Hawkins, Irwin Cohen, Thomas L. Cole, Timothy Cost, Lisa Galanti, Mitchell W. Legler, Richard L. Sisisky and Burton M. Tansky to the board of directors for one-year terms. Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending February 3, 2018 and approved an advisory resolution on executive compensation for fiscal year 2016.

A majority of shareholders voted to continue shareholder advisory approval of executive compensation on an annual basis. The Board of Directors has previously adopted the one year frequency preferred by the majority of shareholders.

About Stein Mart

Stein Mart, Inc. is a national specialty and off-price retailer offering designer and name-brand fashion apparel, home décor, accessories and shoes at everyday discount prices. Stein Mart provides real value that customers will love every day both in stores and online. The Company currently operates 292 stores across 31 states. For more information, please visit www.steinmart.com.