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| SKS > SEC Filings for SKS > Form 8-K on 4-Jun-2012 | All Recent SEC Filings |
4-Jun-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H
The annual meeting of the shareholders of Saks Incorporated (the "Company") was held on May 30, 2012 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted to approve the Company's 2012 Senior Executive Bonus Plan (the "Bonus Plan"). A description of the terms and conditions of the Bonus Plan is set forth in the Company's 2012 Proxy Statement, filed with the Securities and Exchange Commission on April 27, 2012 (the "Proxy Statement"), under "Proposal 3. Approval of the Saks Incorporated 2012 Senior Executive Bonus Plan," and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries only and are qualified in their entirety by the full text of the Bonus Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this Current Report on Form 8-K.
At the Annual Meeting, the following proposals were considered:
(1) The election of eight directors to serve until the 2013 annual meeting of shareholders;
(2) The ratification of the selection of PricewaterhouseCoopers LLP as the Company's registered independent public accounting firm for the fiscal year ending February 2, 2013;
(3) The approval of the Company's 2012 Senior Executive Bonus Plan; and
(4) The shareholder proposal concerning cumulative voting for the election of directors.
The final voting results for each proposal are described below. For beneficial owners holding the Company's common stock at a bank or brokerage institution, a "broker non-vote" occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner's behalf.
1. Election of directors:
Broker
For Withhold Non-Votes
Robert B. Carter 114,076,667 175,026 7,692,072
Michael S. Gross 94,581,250 19,670,443 7,692,072
Donald E. Hess 114,049,003 202,690 7,692,072
Marguerite W. Kondracke 114,046,997 204,696 7,692,072
Jerry W. Levin 114,071,308 180,385 7,692,072
Nora P. McAniff 114,085,858 165,835 7,692,072
Stephen I. Sadove 113,690,578 561,115 7,692,072
Jack L. Stahl 114,090,489 161,204 7,692,072
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7,692,0720000 7,692,0720000 7,692,0720000 7,692,0720000
For Against Abstentions
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7,692,072 7,692,072 7,692,072 7,692,072 7,692,072
Broker
For Against Abstentions Non-Votes
3. Proposal to approve the
Company's 2012 Senior
Executive Bonus Plan: 113,254,638 817,398 179,657 7,692,072
7,692,0722 7,692,0722 7,692,0722 7,692,0722 7,692,0722
Broker
For Against Abstentions Non-Votes
4. Shareholder proposal
regarding cumulative
voting in the election
of the Company's
directors: 25,148,254 82,397,327 6,706,112 7,692,072
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On May 31, 2012, the Company's Board of Directors approved changes to the director compensation arrangements for non-employee directors of the Company. The following is a summary of the currently effective compensation arrangements for the Company's non-employee directors:
• Each non-employee director receives an annual fee of $90,000.
• The chairpersons of the Company's Audit Committee, Human Resources and Compensation Committee, Finance Committee and Corporate Governance Committee receive an additional annual fee of $20,000, $15,000, $10,000 and $25,000, respectively.
• Immediately following each annual meeting of shareholders, each non-employee director who is then incumbent is granted $90,000 in restricted Company common stock. The number of shares awarded is determined by using the closing stock price on the date of grant. The award vests fully on the first anniversary of the grant date. Should a director resign from the Board mid-term, a pro rata portion of the shares would vest for time served from the annual shareholders' meeting date to the date of resignation. Directors may elect to defer awards of restricted stock into the Company's Deferred Compensation Plan.
• Meeting attendance fees have been eliminated except in unusual or extraordinary circumstances.
(d) Exhibits.
See Exhibit Index immediately following signature page.
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