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SKS > SEC Filings for SKS > Form 8-K on 4-Jun-2012All Recent SEC Filings

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Form 8-K for SAKS INC


4-Jun-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.



Item 5.07. Submission of Matters to a Vote of Security Holders.

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


--------------------------------------------------------------------------------
     7,692,0720000                                                             7,692,0720000       7,692,0720000       7,692,0720000
                                                                                   For               Against           Abstentions


2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2012: 121,519,971 302,094 121,700

     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



Item 8.01. Other Events.

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.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index immediately following signature page.


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