8-K

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

Date of Report (Date of earliest event reported): September 10, 2007

SEARS HOLDINGS CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-51217	20-1920798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Beverly Road Hoffman Estates, Illinois	60179
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (847) 286-2500

(Former name or former address, if changed since last report): Not Applicable

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))

Section 5 -	Corporate Governance and Management
Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	On September 10, 2007, the Company announced that J. Miles Reidy will join the Company as its Chief Financial Officer beginning in October 2007. William C. Crowley, Executive Vice President, Chief Administrative Officer and a member of the Company’s Board of Directors, has been serving as Chief Financial Officer on an interim basis. Mr. Reidy will report to Mr. Crowley. After a transition period, Mr. Reidy will be expected to begin serving as the Company’s principal financial officer. It is currently anticipated that the transition will occur by the end of fiscal year 2007. Mr. Crowley will continue to serve as the Company’s principal financial officer through the transition period. Mr. Reidy, age 45, has spent the past eight years at Capital One Financial Corporation, a financial holding company, most recently as Senior Vice President, Capital One Financial Cost Executive, since 2006. Previously he served as executive in charge of Banking Integration from 2005 through 2006. Prior to that Mr. Reidy served as Chief Planning and Financial Strategy Officer from 2003 until 2005, while also serving as the Chief Financial Officer of Capital One’s Bank and Credit Card division – a post he assumed in 2002. Mr. Reidy’s annual base salary for 2007 will be $600,000, with an award under the Sears Holdings Corporation 2007 Annual Incentive Plan (AIP) linked to Company performance ranging from 0% to 150% of a $450,000 target. The AIP award is subject to pro-ration based on the portion of the 2007 annual incentive period actually worked. He will receive a sign-on bonus of $250,000, subject to the completion of the relocation of his residence to the Chicago area by July 15, 2008. He will be required to repay the sign-on bonus if he voluntarily terminates his employment or is terminated for misconduct or integrity issues within two years of his date of hire. He will receive a performance-based restricted stock award under the Company’s 2007 Executive Long-Term Incentive Program (LTIP) valued at $1,800,000, subject to pro-ration based on the portion of the LTIP performance period remaining after the grant date. The LTIP restricted stock award will vest, if at all, if in any of the four years that constitute the performance period (2007 through 2010), the target LTIP EBITDA is achieved, subject to a graduated vesting schedule. Mr. Reidy also will receive a restricted stock award under the Company’s 2006 Stock Plan valued at $750,000 on the first business day of the month following his date of hire, which will vest in full on the third anniversary of the grant date, subject to forfeiture if, among other reasons, he has not relocated his residence to the Chicago area by July 15, 2008. He will receive relocation benefits that include 60 days of temporary living expense reimbursements, plus $40,000. Mr. Reidy will enter into an Executive Severance Agreement, which provides, among other things, that if he is involuntarily terminated by the Company for any reason other than cause, death or disability (or he voluntarily terminates his employment for good reason), he will receive one year of salary continuation, equal to base salary at the time of termination, subject to mitigation and further subject to the completion of the relocation of his residence to the Chicago area by July 15, 2008. The Executive Severance Agreement also includes customary non-compete, non-solicitation and non-disclosure covenants.

	A copy of the letter from the Company to Mr. Reidy relating to employment dated September 12, 2007 is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. The foregoing description of the terms of the letter is qualified in its entirety by reference to the full text of the letter.
	On September 10, 2007, the Company issued a press release announcing Mr. Reidy’s appointment. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.
Section 9 -	Financial Statements and Exhibits
Item 9.01	Financial Statements and Exhibits.

(d) Exhibits
Exhibit 99.1 -	Letter from Registrant to J. Miles Reidy relating to employment dated September 12, 2007
Exhibit 99.2 -	Press release dated September 10, 2007

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.

SEARS HOLDINGS CORPORATION
By:	/s/ William K. Phelan
	William K. Phelan
	Senior Vice President and Controller

Date: September 14, 2007

EXHIBIT INDEX

Exhibit 99.1 -	Letter from Registrant to J. Miles Reidy relating to employment dated September 12, 2007
Exhibit 99.2 -	Press release dated September 10, 2007.

E-1

EX-99.1

EXHIBIT 99.1

[SEARS HOLDINGS LETTERHEAD]

September 12, 2007

Mr. J. Miles Reidy

[Address Omitted]

Dear Miles,

We are pleased to extend to you our offer to join Sears Holdings Corporation (SHC) as EVP, Chief Financial Officer - SHC, reporting to Bill Crowley, EVP, Chief Administrative Officer - SHC. Your start date will be October 1, 2007. After a transition period, you will be expected to begin serving as the Company’s principal financial officer by the end of fiscal 2007. This letter serves as confirmation of our offer. This offer is subject to the approval of the Compensation Committee of SHC’s Board of Directors.

The key elements of your compensation package are as follows:

• Annual base salary at a rate of $600,000.

• Annual target incentive opportunity of 75% of your base salary. Your 2007 incentive will be prorated from your start date through February 2, 2008, the last day of the Company’s 2007 fiscal year. The annual incentive for each plan year will be payable by April 15 of the following year, provided that you are actively employed by SHC at the payment date.

• Participation in the Sears Holdings Corporation 2007 Executive Long-Term Incentive Program (“2007 Executive LTIP”) at 150% of your base salary. Subject to the approval of the Compensation Committee of Sears Holdings Board of Directors, your 2007 Executive LTIP target award will be $1,800,000, which is twice (2x) your participation level. The 2007 Executive LTIP is a special one-time grant that provides an award equal to approximately twice the amount that would be typical in our anticipated annual overlapping LTIP programs and is unique in that it will be awarded in the form of restricted stock at the time of grant, providing the potential for stock appreciation during the performance cycle. Payout under the 2007 Executive LTIP will be linked to 100% Sears Holdings EBITDA. Your target award will be prorated based on the date during the performance period that you became a participant (i.e., date of grant). Further details regarding your 2007 Executive LTIP and vesting schedules will be provided to you following your hire date and the approval of the Compensation Committee of your award. Your 2007 Executive LTIP award is contingent upon you signing the Executive Severance Agreement (referred to below).

• You will receive a grant of restricted stock valued at $750,000 under the Sears Holdings 2006 Stock Plan. The number of restricted shares granted will be determined using the market closing price of Sears Holdings shares on the grant date. The grant date will be the first business day of the month following the later of (a) the date upon which we receive both your executed Executive Agreements (see below) and the approval of the Compensation Committee or (b) your start date. The restricted shares granted will be scheduled to vest in full as of the third anniversary of the grant date, provided, however, that no vesting will occur in the event you and your immediate family have not relocated to the greater Chicago area by July 15, 2008. This grant is also subject to the approval of the Compensation Committee of your award and is contingent upon you signing the Executive Severance Agreement (referred to below).

• You will receive a one-time sign-on bonus of $250,000 (gross), payable within thirty (30) days after you and your immediate family complete your relocation to the greater Chicago area, provided you complete such relocation by July 15, 2008. You will be required to repay this amount to SHC in the event you voluntarily terminate your employment with SHC or are terminated by SHC for misconduct or integrity issues within two (2) years of your date of hire.

• You will be asked to sign an Executive Severance Agreement. If you are involuntarily terminated by Sears for any reason other than cause, death, total and permanent disability, (or you voluntarily terminate your employment for good reason) you will receive one (1) year of salary continuation, equal to base salary at the time of termination, subject to mitigation, provided, however, that if your employment is terminated (involuntarily or voluntarily) after July 15, 2008 (notwithstanding the ELT Relocation Policy) and you have not relocated to the greater Chicago area as of the termination date, you will not be entitled to any severance benefits under the Executive Severance Agreement. Under the Executive Severance Agreement, you will agree not to disclose confidential information and not to solicit employees. You will also agree not to, among other things, directly or indirectly, aid, assist, render services for or become employed by any “Sears Competitor” (as defined in the Executive Severance Agreement) for one (1) year following termination of employment. As noted above, the 2007 Executive LTIP and restricted stock grants are conditioned upon you signing this agreement.

• You will be eligible for relocation assistance in accordance with Sears standard ELT Relocation Policy, except as noted here. It is understood that your eligibility for all benefits under this policy may be restricted because your current home’s construction includes composite board siding. SHC, with the assistance of Prudential, will work with you to remedy any related siding policy exceptions that may restrict your full participation in the benefits of this program. You will be responsible for making any construction changes (at your expense) needed to comply with SHC relocation policy. SHC is very interested in having you complete your move as soon as possible and therefore we have included provisions in this offer that provide you with incentives to relocate by July 15, 2008, which is sooner than the one-year period provided for under the relocation policy. Recognizing that the ongoing demands of your position require full-time (five (5) days per week) presence at SHC facilities from your start date, it will be beneficial to SHC to have your relocation completed as soon as possible. To receive relocation assistance, you must sign a Relocation Repayment Agreement. A Relocation Benefits package will be sent to you from Prudential Relocation.

We also understand that you expect that you will need more than the standard 60 days of temporary living expense benefits provided under the relocation policy. It is agreed that SHC will provide you with an additional lump sum payment of $40,000 (gross), payable within thirty (30) days after your start date, to cover any and all temporary living expenses you may incur in excess of those covered under the relocation policy. This lump sum payment will be subject to the same terms as the standard temporary living expense benefits as outlined in the Relocation Payment Agreement.

• You are eligible to receive four (4) weeks paid vacation, which will be prorated during your first year of service based on your start date. Added to this, you will qualify for six (6) paid National Holidays each year. You will be eligible for up to four (4) Personal Days per year, after completing six (6) months of service.

• You will be eligible to participate in all retirement and welfare programs on a basis no less favorable than other executives at your level, in accordance with the applicable terms, conditions and continuing availability of those programs.

• This offer is contingent upon satisfactory completion of a background reference check, employment authorization verification and pre-employment drug test.

Miles, we are looking forward to you joining Sears Holdings. We are excited about the important contributions you will make to the company. I look forward to your acceptance of our offer. If you need additional information or clarification, please call.

This offer will expire if not accepted within one week from the date of this letter. To accept, sign below and return this letter along with the signed Executive Severance Agreement.

Sincerely,

/s/ Robert D. Luse

Robert D. Luse

SVP, Human Resources

Accepted:

/s/ J. Miles Reidy	9/12/07
J. Miles Reidy	Date

EX-99.2

EXHIBIT 99.2

NEWS MEDIA CONTACT:

Sears Holdings Public Relations

(847) 286-8371

FOR IMMEDIATE RELEASE:

September 10, 2007

SEARS HOLDINGS NAMES J. MILES REIDY

CHIEF FINANCIAL OFFICER

HOFFMAN ESTATES, Ill. – Sears Holdings Corporation (NASDAQ: SHLD) today announced that J. Miles Reidy will join the company as executive vice president, chief financial officer in October 2007. William C. Crowley, executive vice president, chief administrative officer and a member of Sears Holdings’ board of directors, has been serving as chief financial officer on an interim basis. Mr. Reidy will report to Mr. Crowley.

Mr. Reidy joins Sears Holdings from Capital One Financial Corporation, where he served in a number of senior financial and planning positions with increasing responsibility, including chief financial officer of the company’s credit card division; chief planning and financial strategy officer, executive in charge of banking integration and, most recently, as financial cost executive reporting to the Chief Risk Officer.

“Miles has built and led highly quantitative, analytical finance organizations. We have asked Miles to bring to Sears Holdings this rigorous approach to testing and creating value through data-driven decisions,” said Mr. Crowley.

“I’m looking forward to making a meaningful contribution to Sears’ ongoing efforts to create a great retailer and welcome an opportunity to work with such a strong and committed team,” Mr. Reidy said.

Prior to Capital One, Mr. Reidy held a variety of financial and strategy positions at other significant financial institutions, including Chevy Chase Bank, FSB; First Commerce Corporation and Mellon Bank Corporation.

Mr. Reidy has a Masters in Economics from Carnegie Mellon University in Pittsburgh, Penn., and a Bachelors in Finance from Georgetown University.

About Sears Holdings Corporation

Sears Holdings Corporation is the nation’s fourth largest broadline retailer with over $50 billion in annual revenues and approximately 3,800 full-line and specialty retail stores in the United States and Canada. Sears Holdings is the leading home appliance retailer as well as a leader in tools, lawn and garden, home electronics and automotive repair and maintenance. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering,

including such well-known labels as Lands’ End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has Martha Stewart Everyday products, which are offered exclusively in the U.S. by Kmart and in Canada by Sears Canada. The company is the nation’s largest provider of home services, with more than 13 million service calls made annually. For more information, visit Sears Holdings’ website at www.searsholdings.com.