Delaware | 001-35641 | 80-0808358 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5500 Trillium Boulevard, Suite 501 Hoffman Estates, Illinois | 60192 | |||
(Address of principal executive offices) | (Zip code) |
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)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
1. | Election of Directors. E.J. Bird, Jeffrey Flug, James F. Gooch, William R. Harker, W. Bruce Johnson, Elizabeth Darst Leykum and Josephine Linden were elected to the Board of Directors of the Company for one-year terms expiring at the Company's 2014 annual meeting of stockholders or until their successors are elected and qualified. The votes on this matter were as follows: |
Name | For | Withheld | Broker Non-Votes |
E.J. Bird | 18,212,277 | 1,633,829 | 1,503,782 |
Jeffrey Flug | 19,598,424 | 247,682 | 1,503,782 |
James F. Gooch | 19,812,699 | 33,407 | 1,503,782 |
William R. Harker | 18,120,483 | 1,725,623 | 1,503,782 |
W. Bruce Johnson | 18,216,184 | 1,629,922 | 1,503,782 |
Elizabeth Darst Leykum | 18,121,073 | 1,725,033 | 1,503,782 |
Josephine Linden | 19,598,019 | 248,087 | 1,503,782 |
2. | Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, by an advisory vote, the compensation of the Company's named executive officers. The votes on this matter were as follows: |
For | Against | Abstain | Broker Non-Votes |
19,837,635 | 5,978 | 2,493 | 1,503,782 |
3. | Advisory Vote on the Frequency of Stockholder Advisory Vote on Compensation of Named Executive Officers. The stockholders approved, by an advisory vote, the frequency of “1 Year” as to how frequently the Company will solicit the advisory vote of its stockholders on the compensation of the Company's named executive officers. The votes on this matter were as follows: |
1 Year | 2 Years | 3 Years | Abstain |
19,491,685 | 9,311 | 344,184 | 926 |
4. | Approval of the Sears Hometown and Outlet Stores, Inc. Umbrella Incentive Program. The stockholders approved the Sears Hometown and Outlet Stores, Inc. Umbrella Incentive Program. The votes on this matter were as follows: |
For | Against | Abstain | Broker Non-Votes |
18,418,294 | 1,426,565 | 1,247 | 1,503,782 |
5. | Approval of the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan. The stockholders approved the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan. The votes on this matter were as follows: |
For | Against | Abstain | Broker Non-Votes |
18,393,459 | 1,450,507 | 2,140 | 1,503,782 |
6. | Ratification of the Appointment of BDO USA, LLP as the Company's Independent Registered Public Accounting Firm for 2013. The stockholders ratified the Audit Committee's appointment of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal year 2013. The votes on this matter were as follows: |
For | Against | Abstain |
21,346,147 | 1,561 | 2,180 |
SEARS HOMETOWN AND OUTLET STORES, INC. | ||
By: | /s/ Charles J. Hansen | |
Charles J. Hansen | ||
Vice President, General Counsel, and Secretary | ||