Current Report Filing (8-k)
June 24 2015 - 1:48PM
Edgar (US Regulatory)
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 23, 2015
(Date of Report; Date of Earliest Event Reported)
STEIN MART,
INC.
(Exact Name of Registrant as Specified in its Charter)
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| Florida |
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0-20052 |
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64-0466198 |
| (State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(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)) |
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Annual Meeting of Shareholders of the Company
was held on June 23, 2015. The Company’s shareholders considered and voted upon the following four proposals:
| (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. Voting results were: |
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| Name of Director |
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For |
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Withheld |
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Broker
Non-Votes |
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| Jay Stein |
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38,833,745 |
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497,107 |
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3,803,698 |
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| John H. Williams, Jr. |
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39,063,857 |
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266,995 |
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3,803,698 |
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| Irwin Cohen |
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39,024,333 |
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306,519 |
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3,803,698 |
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| Susan Falk |
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39,200,948 |
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129,904 |
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3,803,698 |
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| Linda M. Farthing |
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39,065,416 |
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265,436 |
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3,803,698 |
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| Mitch W. Legler |
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33,407,601 |
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5,923,251 |
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3,803,698 |
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| Richard L. Sisisky |
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38,955,006 |
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375,846 |
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3,803,698 |
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| Burton M. Tansky |
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39,080,094 |
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250,758 |
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3,803,698 |
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| J. Wayne Weaver |
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39,196,020 |
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134,832 |
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3,803,698 |
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| (2) |
To approve an advisory resolution on executive compensation for fiscal year 2014. Voting results were: |
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| For |
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39,110,723 |
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| Against |
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186,991 |
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| Abstain |
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33,138 |
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| Broker Non-Votes |
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3,803,698 |
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| (3) |
To approve an increase in the number of shares of the Company’s common stock available under, and to extend the term of, the Stein Mart, Inc. Employee Stock Purchase Plan. Voting results were: |
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| For |
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39,236,411 |
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| Against |
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72,508 |
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| Abstain |
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21,933 |
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| Broker Non-Votes |
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3,803,698 |
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| (4) |
To ratify the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending January 30, 2016. Voting results were: |
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| For |
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42,969,807 |
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| Against |
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24,912 |
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| Abstain |
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139,831 |
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| Broker Non-Votes |
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0 |
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The press release announcing the results of the Annual Meeting of Shareholders is attached as Exhibit 99.1 to this report.
On June 23, 2015, Stein Mart Inc. issued a press release announcing that its Board of
Directors declared a quarterly dividend of $0.075 per common share, payable on July 17, 2015 to shareholders of record as of the close of business on July 3, 2015. The press release is attached as Exhibit 99.2 to this report.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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| 99.1 |
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Press Release dated June 24, 2015 |
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| 99.2 |
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Press Release dated June 23, 2015 |
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.
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STEIN MART, INC. |
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(Registrant) |
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| Date: June 24, 2015 |
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By: |
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/s/ Gregory W. Kleffner |
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Gregory W. Kleffner |
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Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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| 99.1 |
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Press Release dated June 24, 2015 |
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| 99.2 |
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Press Release dated June 23, 2015 |
Exhibit 99.1
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| June 24, 2015 |
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For more information: |
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Linda L. Tasseff |
| FOR IMMEDIATE RELEASE |
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Director, Investor Relations |
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(904) 858-2639 |
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ltasseff@steinmart.com |
STEIN MART, INC. ANNOUNCES RESULTS OF ANNUAL MEETING OF SHAREHOLDERS
JACKSONVILLE, FL – Stein Mart, Inc. (NASDAQ: SMRT) today announced the results of its 2015 annual meeting of shareholders which was held yesterday.
Shareholders elected Jay Stein, Irwin Cohen, Susan Falk, Linda M. Farthing, Mitchell W. Legler, Richard L. Sisisky, Burton M. Tansky, J. Wayne Weaver and John
H. Williams, Jr. to the board of directors for one-year terms. Shareholders also approved an advisory resolution on executive compensation, approved an increase in the number of shares under the Stein Mart, Inc. Employee Stock Purchase Plan and
ratified the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending January 30, 2016.
Stein Mart’s Form 10-K, proxy statement, quarterly reports on Form 10-Q and current reports on Form 8-K are available at http://ir.steinmart.com.
About Stein Mart
Stein Mart stores offer the
fashion merchandise, service and presentation of a better department or specialty store, at prices competitive with off-price retail chains. Currently with locations from California to Massachusetts, as well as steinmart.com, Stein Mart’s
focused assortment of merchandise features current season, moderate to better fashion apparel for women and men, as well as accessories, shoes and home fashions.
SMRT-G
###
Additional information about Stein Mart, Inc. can be found at www.steinmart.com
Exhibit 99.2
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| June 23, 2015 |
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For more information: |
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Linda Tasseff |
| FOR IMMEDIATE RELEASE |
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Director, Investor Relations |
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(904) 858-2639 |
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ltasseff@steinmart.com |
STEIN MART, INC. DECLARES QUARTERLY DIVIDEND
JACKSONVILLE, FL – Stein Mart, Inc. (NASDAQ: SMRT) announced today that its Board of Directors declared a quarterly dividend of $0.075 per common share,
payable on July 17, 2015 to shareholders of record as of the close of business on July 3, 2015.
About Stein Mart
Stein Mart stores offer the fashion merchandise, service and presentation of a better department or specialty store, at prices competitive with off-price
retail chains. Currently with locations from California to Massachusetts, as well as steinmart.com, Stein Mart’s focused assortment of merchandise features current season, moderate to better fashion apparel for women and men, as well as
accessories, shoes and home fashions.
SMRT-F
###
Additional information about
Stein Mart, Inc. can be found at www.steinmart.com
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