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SHLD > SEC Filings for SHLD > Form 8-K on 1-May-2013All Recent SEC Filings

Show all filings for SEARS HOLDINGS CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SEARS HOLDINGS CORP


1-May-2013

Submission of Matters to a Vote of Security Holders


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

On May 1, 2013, Sears Holdings Corporation (the "Company") held its annual meeting of stockholders at the Company's offices in Hoffman Estates, Illinois. The meeting was held to vote on the matters described below.

1. Election of Directors. Paul G. DePodesta, William C. Kunkler, III, Edward S. Lampert, Steven T. Mnuchin, Ann N. Reese and Thomas J. Tisch were elected to the Board of Directors for a one-year term expiring at the 2014 annual meeting of stockholders and until their successors are elected and qualified. The votes on this matter were as follows:

                   Name                For       Withheld   Broker Non-Vote
          Paul G. DePodesta         91,572,728   397,354       6,510,057
          William C. Kunkler, III   91,406,498   563,584       6,510,057
          Edward S. Lampert         91,203,012   767,070       6,510,057
          Steven T. Mnuchin         91,357,993   612,089       6,510,057
          Ann N. Reese              91,393,771   576,311       6,510,057
          Thomas J. Tisch           91,396,929   573,153       6,510,057

2. Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, by an advisory vote, the compensation of the named executive officers. The votes on this matter were as follows:

For Against Abstain Broker Non-Vote 90,986,894 859,308 123,880 6,510,057

3. Approval of the Sears Holdings Corporation 2013 Stock Plan. The stockholders approved the Sears Holdings Corporation 2013 Stock Plan. The votes on this matter were as follows:

For Against Abstain Broker Non-Vote 91,048,819 802,908 118,355 6,510,057

4. Approval of an Amendment to the Performance Measures under the Amended and Restated Sears Holdings Corporation Umbrella Incentive Program. The stockholders approved the amended and restated Sears Holdings Corporation Umbrella Incentive Program. The votes on this matter were as follows:

For Against Abstain Broker Non-Vote 91,258,778 571,141 140,163 6,510,057



5. Ratification of the Appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013. The stockholders ratified the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013. The votes on this matter were as follows:

For Against Abstain 98,122,548 276,237 81,354


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