Form 8-K

 

 

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 25, 2019

(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))

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   SMRT   The NASDAQ Global Select Market

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 (§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 25, 2019. As of April 18, 2019, the record date for the Annual Meeting, there were 47,843,682 shares of the Company’s common stock outstanding and eligible to vote, of which a total of 43,723,173 shares were present in person or represented by proxy, constituting a quorum. The Company’s shareholders considered and voted upon three 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 nine (9) 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

 

23,571,786

 

   955,002

 

19,196,385

Irwin Cohen

 

23,523,838

 

1,002,950

 

19,196,385

Thomas L. Cole

 

23,588,609

 

   938,179

 

19,196,385

Timothy Cost

 

23,544,803

 

   981,985

 

19,196,385

Lisa Galanti

 

23,549,766

 

   977,022

 

19,196,385

D. Hunt Hawkins

 

23,511,324

 

1,015,464

 

19,196,385

MaryAnne Morin

 

23,604,598

 

   922,190

 

19,196,385

Richard L. Sisisky

 

23,613,208

 

   913,580

 

19,196,385

Burton M. Tansky

 

23,536,574

 

   990,214

 

19,196,385

 

(2)

To approve an advisory resolution on executive compensation for fiscal year 2018.

 

For

     22,915,202  

Against

     1,382,055  

Abstain

     229,531  

Broker Non-Votes

     19,196,385  

 

(3)

To ratify the appointment of KPMG LLP as our independent registered certified public accounting firm for the fiscal year ending February 1, 2020.

 

For

     42,786,160  

Against

     763,490  

Abstain

     173,523  

Broker Non-Votes

     —    

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 25, 2019, 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 26, 2019     By:   /s/ James B. Brown
       

James B. Brown

Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

LOGO

 

June 25, 2019      

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 2019 Annual Meeting of Shareholders. Approximately 91.4 percent of all outstanding shares were present or represented by proxy at the meeting.

Shareholders approved the election of Jay Stein, Irwin Cohen, Thomas L. Cole, Timothy Cost, Lisa Galanti, D. Hunt Hawkins, MaryAnne Morin, Richard L. Sisisky and Burton M. Tansky to the board of directors for one-year terms. Shareholders also approved an advisory resolution on executive compensation for fiscal year 2018, and ratified the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending February 1, 2020.

About Stein Mart

Stein Mart, Inc. is a national specialty 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 love every day both in stores and online. The Company currently operates 283 stores across 30 states. For more information, please visit www.steinmart.com.