Document


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 1, 2017
(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))
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
o
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 5.07    Submission of Matters to a Vote of Security Holders

(a)    Stage Stores, Inc. (“our” and “registrant”) held our Annual Meeting of Shareholders on June 1, 2017 (“Annual Meeting”).

(b)    At the Annual Meeting, our shareholders voted on five matters, with the results of the voting as follows:

Item 1. To elect eight directors to our Board of Directors:
Nominee
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Alan J. Barocas
 
10,011,965
 
539,752
 
70,586
 
10,850,125
Elaine D. Crowley
 
10,330,576
 
222,529
 
69,198
 
10,850,125
Diane M. Ellis
 
10,256,790
 
295,425
 
70,088
 
10,850,125
Michael L. Glazer
 
10,314,827
 
234,355
 
73,121
 
10,850,125
Earl J. Hesterberg
 
10,333,769
 
216,802
 
71,732
 
10,850,125
Lisa R. Kranc
 
10,102,381
 
219,503
 
300,419
 
10,850,125
William J. Montgoris
 
10,257,916
 
292,486
 
71,901
 
10,850,125
C. Clayton Reasor
 
10,329,482
 
221,884
 
70,937
 
10,850,125

Item 2. To approve the Stage Stores 2017 Long-Term Incentive Plan:
For
 
Against
 
Abstentions
 
Broker
Non-Votes
9,548,961
 
950,522
 
122,820
 
10,850,125

Item 3. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our 2017 proxy statement:
For
 
Against
 
Abstentions
 
Broker
Non-Votes
9,218,471
 
1,128,215
 
275,617
 
10,850,125

Item 4. To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers:
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker
Non-Votes
8,806,033
 
116,144
 
1,315,354
 
384,772
 
10,850,125


Item 5. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2017:

For
 
Against
 
Abstentions
 
Broker
Non-Votes
21,095,420
 
204,815
 
172,193
 
N/A






No other matters were submitted to a vote of our shareholders at the Annual Meeting.

Item 9.01    Financial Statements and Exhibits
(d)    Exhibits

10†
Stage Stores 2017 Long-Term Incentive Plan is incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-8 filed on May 19, 2017.
_________________________________
Management contract or compensatory plan, contract or arrangement.









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, 2017
/s/ Oded Shein
 
Oded Shein
 
Executive Vice President,
 
Chief Financial Officer and Treasurer