NEVADA (State or Other Jurisdiction of Incorporation) | 91-1826900 (I.R.S. Employer Identification No.) |
10201 Main Street, Houston, Texas (Address of Principal Executive Offices) | 77025 (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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
• | Item 1. To elect nine directors to our Board of Directors: |
Nominee | For | Against | Abstentions | |||
Alan J. Barocas | 27,643,382 | 684,900 | 1,872 | |||
Elaine D. Crowley | 28,149,472 | 178,708 | 1,974 | |||
Diane M. Ellis | 28,151,279 | 176,901 | 1,974 | |||
Michael L. Glazer | 28,054,683 | 273,599 | 1,872 | |||
Earl J. Hesterberg | 27,965,533 | 362,749 | 1,872 | |||
Lisa R. Kranc | 28,059,443 | 268,737 | 1,974 | |||
William J. Montgoris | 28,067,715 | 260,009 | 2,430 | |||
C. Clayton Reasor | 28,057,565 | 270,717 | 1,872 | |||
Ralph P. Scozzafava | 28,055,559 | 272,723 | 1,872 |
For | Against | Abstentions | ||
27,493,516 | 831,149 | 5,489 |
• | Item 3. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our 2015 proxy statement: |
For | Against | Abstentions | ||
26,832,047 | 1,491,857 | 6,250 |
• | Item 4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2015: |
For | Against | Abstentions | ||
29,802,601 | 244,867 | 2,334 |
10 | Stage Stores Executive Performance Incentive Bonus Plan. |
99 | Stage Stores, Inc. news release dated June 16, 2015. |
STAGE STORES, INC. | |
Date: June 16, 2015 | /s/ Oded Shein |
Oded Shein | |
Executive Vice President, | |
Chief Financial Officer and Treasurer |
3.01. | “Affiliate” means any person with whom the Company would be considered a single employer under IRC Section 414(b) or (c). |
3.02. | “APB” means Accounting Principles Board Opinion. |
3.03. | “ASC” means the Accounting Standards Codification. |
3.04. | “Base Salary” means a Participant’s actual annualized gross salary rate (currently known as regular pay) in effect on the Determination Date. Such salary shall be before: (a) deductions for taxes and benefits; and (b) deferrals of salary pursuant to Company-sponsored plans. |
3.05. | “Beneficiary” means the person or persons entitled to receive the interest of a Participant in the event of the Participant’s death. |
3.06. | “Board” means the Board of Directors of the Company. |
3.07. | “Bonus” means a payment subject to the provisions of this Plan. |
3.08. | “Change in Control” shall be deemed to have occurred: |
3.09. | “Committee” means the Compensation Committee of the Board, which shall consist of not less than three (3) members of the Board each of whom is a “non-employee director” as defined in Securities and Exchange Commission Rule 16b-3(b)(3)(i), or as such term may be defined in any successor regulation under Section 16 of the Exchange Act. In addition, each member of the Committee shall be an “outside director” within the meaning of IRC Section 162(m). For any sections of this Plan that require action by the Committee, “Committee” means at least a majority of the members of the Compensation Committee of the Board. Any action taken by a majority (but not less than three (3)) of the “outside directors” (within the meaning of IRC Section 162(m)) of the Board to ratify or approve an action by the Committee shall be deemed to be an action by the Committee for purposes of this Plan. |
3.10. | “Common Stock” means the common stock of the Company, its successors and assigns. |
3.11. | “Company” means Stage Stores, Inc., a Nevada corporation, its successors and assigns and any corporation which shall acquire substantially all its assets. |
3.12. | “Covered Associate” means any Participant who is expected to be a “covered employee” (in the Fiscal Year the Bonus is expected to be payable) as defined in IRC Section 162(m) and the regulations thereunder. |
3.13. | “Determination Date” means as to a Requisite Service Period: (a) the first day of the Requisite Service Period; or (b) such other date set by the Committee provided such date will not jeopardize the Plan’s Bonus as qualified performance-based compensation under IRC Section 162(m). |
3.14 | “Effective Date” means March 26, 2015. |
3.15. | “Eligible Position” means an employment position with the Company or an Affiliate which provides the employee in the position the opportunity to participate in the Plan, subject to the Committee’s determination of Eligible Positions and Participants. |
3.16. | “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. |
3.17. | “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. |
3.18. | “FASB” means the Financial Accounting Standards Board. |
3.19. | “FIN” means the FASB Interpretations. |
3.20. | “Final Pre-Establishment Date” means the last day a performance condition may be considered pre-established under IRC Section 162(m). As of the Effective Date, a performance objective shall be considered pre-established if the Committee establishes the performance goal in writing not later than 90 days after the commencement of the Requisite Service Period (or before 25% of the Requisite Service Period has elapsed) and when the outcome of the performance goal is substantially uncertain. |
3.21. | “Fiscal Year” means the fiscal year of the Company (as of the Effective Date, comprised of a 52/53 week fiscal year which ends on the Saturday nearest to January 31). |
3.22. | “Fiscal Year Bonus” means any Bonus relating to a period of service coextensive with one or more consecutive Fiscal Years, of which no amount is paid or payable during the Fiscal Year(s) constituting the period of service. |
3.23. | “IRC” means the Internal Revenue Code of 1986, as amended from time to time, and any successor. |
3.24. | “Participant” means an employee of the Company or an Affiliate who has been approved for participation in the Plan by the Committee (or its designee). |
3.25. | “Performance Period” means the period (which, with respect to a Covered Associate, may be no shorter than a fiscal quarter of the Company) established by the Committee over which the Committee measures whether or not Bonuses have been earned. In most cases, the Performance Period will be a Fiscal Year. In the case of an inaugural Performance Period, the Performance Period may be less than a Fiscal Year. |
3.26. | “Plan” means this Stage Stores Executive Performance Incentive Bonus Plan. |
3.27. | “Requisite Service Period” means the period during which a Participant is required to provide service in exchange for a Bonus award. |
3.28. | “SFAS” means the Statement of Financial Accounting Standards. |
3.29. | “Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts, commercial activity, sales, use, consumer, transfer, documentary, registration, ad valorem, value added, franchise, profits, license, withholding, payroll, employment, unemployment insurance contribution, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty, unclaimed fund/abandoned property, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such tax. |
3.30. | “Termination” or any form thereof means a “separation from service” as defined in Treasury Regulation §1.409A-1(h) by a Participant with the Company and all its Affiliates. |
4.01. | Participation. The Participants for any Performance Period shall be those officers, executives and key employees who are selected for participation under the Plan by the Committee for such Performance Period. |
4.02. | Termination of Participation. The Committee may withdraw its approval for participation for a Participant at any time. In the event of such withdrawal, the employee concerned shall cease to be an active Participant as of the date selected by the Committee. |
4.03. | New Hires, Promotions and Other Changes After the Final Pre-Establishment Date. For individuals hired or promoted into Eligible Positions after the Final Pre-Establishment Date for a particular Performance Period, a Performance Period shorter than a full Fiscal Year may be established by the Committee. For Participants who are transferred (including promotions and demotions) between Eligible Positions or receive an increase in Base Salary after the Final Pre-Establishment Date for a particular Performance Period, multiple Performance Periods may be established by the Committee covering different portions of the same Fiscal Year. By way of example, a Participant who is promoted at the midpoint of the Fiscal Year and receives an increase in Base Salary may have a Performance Period covering the first half of the Fiscal Year based on the then-applicable Base Salary, and another Performance Period covering the second half of the Fiscal Year based on the then-applicable (increased) Base Salary. Section 5.02 governs irrespective of whether the Performance Period is the equivalent of a full Fiscal Year. |
4.04. | Termination of Employment. A Participant shall forfeit all rights to a Bonus unless the Participant is employed by the Company or an Affiliate on the final day of the applicable Performance Period. Notwithstanding the foregoing, a Participant who Terminates by reason of retirement during a Performance Period shall be entitled to a pro-rated portion of any Bonus that the Participant would have been eligible to receive for the Performance Period in which his or her retirement occurred had his or her retirement not occurred at all. |
4.05 | Proration Upon Retirement. Proration of a Bonus upon retirement will be determined by rounding the effective date of retirement as follows: (a) if the effective date of a Participant’s retirement occurs on or before the 14th day of a calendar month, then the Participant shall not receive credit for the calendar month in which the Participant’s retirement is effective; and (b) if the effective date of a Participant’s retirement occurs on or after the 15th day of a calendar month, then the Participant shall receive credit for the calendar month in which the Participant’s retirement is effective. |
5.01. | The material terms of the performance measure(s) must be disclosed to, and subsequently approved by, the shareholders before the Bonus payout is executed, unless the performance measures conform individually, alternatively or in any combination of the performance criteria and the application thereof in Appendix A. |
5.02. | On or before the Final Pre-Establishment Date: |
(a) | The Committee, in its sole discretion, shall either: (i) assign each Participant a target Bonus opportunity level expressed as a percentage of Base Salary or a whole dollar amount; or (ii) establish a payout table or formula for purposes of determining the Bonus (if any) payable to each Participant. With respect to Bonus opportunities expressed as a percentage of Base Salary, the Committee shall fix the Base Salary component of the Bonus formula prior to the establishment of the performance objectives. |
(b) | The Committee shall establish in writing the performance measure(s) (in accordance with Section 5.01) applicable to the Performance Period to any Participant. Such pre-established performance measures must state, in terms of an objective formula or standard, the method for computing the amount of the Bonus payable to the Participant if the objective(s) is (are) obtained. A formula or standard is objective |
5.03. | Each payout table or formula: |
(a) | shall be in writing; |
(b) | shall be based on a comparison of actual performance to the performance objectives; |
(c) | may include a threshold which is the level of achievement of the performance objective in which payout begins; |
(d) | shall include a maximum which is the level of achievement for the maximum Bonus payout percentage (subject to Section 5.06); and |
(e) | shall provide for a formula for the actual Bonus attainment in relation to the Participant’s target Bonus, depending on the extent to which actual performance approached, reached or exceeded the performance criteria goal subject to Section 5.06. |
5.04. | After the end of each Performance Period or such earlier date if the performance objective(s) are achieved, the Committee shall certify in writing, prior to the unconditional payment of any Bonus, which performance objective(s) for the Performance Period were satisfied and to what extent they were satisfied. The Committee shall determine the actual Bonus for each Participant based on the payout table/formula established in Section 5.03. |
5.05. | The Committee, in its discretion, may cancel or decrease a Bonus calculated under this Plan, but may not under any circumstances increase such Bonus calculated under this Plan. |
5.06. | Any other provision of the Plan notwithstanding, the maximum aggregate Bonus payable to a Participant for a particular Fiscal Year may not exceed $5,000,000. |
6.01 | In General. Once the amount of the Bonus is determined in accordance with Section 5.04, payment of the Bonus shall be made pursuant to Section 6.02. |
6.02 | Current Payment. A Participant’s Bonus for a Performance Period shall be paid in a lump sum, less applicable withholding taxes, to the Participant, or his/her Beneficiary in the event of his/her death, before the later of (a) the 15th day of the third month following the Participant’s first taxable year in which such Bonus is no longer subject to a substantial risk of forfeiture (within the meaning of IRC Section 409A) or (b) the 15th day of the third month following the end of the first taxable year of the service recipient (within the meaning of IRC Section 409A) in which such Bonus is no longer subject to a substantial risk of forfeiture. |
7.01. | No Participant or Beneficiary shall have any interest in any fund or in any specific asset or assets of the Company or an Affiliate by reason of any account under the Plan. It is intended that the Company has merely a contractual obligation to make payments when due hereunder and it is not intended that the Company hold any funds in reserve or trust to secure payments hereunder. No Participant may assign, pledge, or encumber his/her interest under the Plan, or any part thereof, except that a Participant may designate a Beneficiary as provided herein. |
7.02. | Nothing contained in this Plan shall be construed to give any employee or Participant any right to receive any Bonus other than in the sole discretion of the Committee or any rights whatsoever with respect to the Common Stock of the Company. |
9.01. | Administration. The Committee shall have complete authority to administer the Plan, interpret the terms of the Plan, determine eligibility to participate in the Plan, and make all other determinations and take all other actions |
9.02. | Liability of Committee, Indemnification. To the extent permitted by law, the Committee shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own bad faith or willful misconduct. |
9.03. | Expenses. The costs of the establishment, the adoption, and the administration of the Plan, including but not limited to legal and accounting fees, shall be borne by the Company. |
9.04. | Choice of Law. The validity and effect of this Plan and the rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws of the State of Texas, unless superseded by federal law, which shall govern correspondingly. |
12.01. | Any Participant (“claimant”) who believes that he or she is entitled to a benefit under the Plan or that wishes to resolve a dispute or disagreement which arises under, or in any way relates to, the interpretation or construction of the Plan may file a claim with the Committee. |
12.02. | If the claim is wholly or partially denied, the Committee will within ninety (90) days of the receipt of such claim provide the claimant with written notice of the denial setting forth in a manner calculated to be understood by the claimant: |
(a) | The specific reason or reasons for which the claim was denied; |
(b) | Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim; |
(c) | A description of any additional material or information that the claimant may file to perfect the claim and an explanation of why this material or information is necessary; and |
(d) | An explanation of the Plan’s claims review procedure and the time limits applicable to such procedure and a statement of the claimant’s right to bring a civil action under §502(a) of ERISA, following an adverse determination upon review. |
12.03. | Review Procedure. If a claim has been wholly or partially denied, the affected claimant, or such claimant’s authorized representative, may: |
(a) | Request that the Committee reconsider its initial denial by filing a written appeal within sixty (60) days after receiving written notice that all or part of the initial claim was denied; |
(b) | Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and |
(c) | Submit a written description of the reasons for which the claimant disagrees with the Committee’s initial adverse decision. |
(a) | Earnings (loss) per common share from continuing operations; |
(b) | Earnings (loss) per common share; |
(c) | Operating profit (loss), operating income (loss), or income (loss) from operations (as the case may be); |
(d) | Income (loss) from continuing operations before unusual or infrequent items; |
(e) | Income (loss) from continuing operations; |
(f) | Income (loss) before income taxes; |
(g) | Income (loss) from continuing operations before income taxes; |
(h) | Income (loss) from continuing operations before extraordinary item and /or cumulative effect of a change in accounting principle (as the case may be); |
(i) | Income (loss) before extraordinary item and/or cumulative effect of a change in accounting principle (as the case may be); |
(j) | Net income (loss); |
(k) | Income (loss) before other comprehensive income (loss); |
(l) | Comprehensive income (loss); |
(m) | Income (loss) before interest and income taxes (sometimes referred to as “EBIT”); |
(n) | Income (loss) before interest, income taxes, depreciation and amortization (sometimes referred to as “EBITDA”); |
(o) | Any other objective and specific income (loss) category or non-GAAP financial measure that appears as a line item in the Company’s filings with the Securities and Exchange Commission or the annual report to shareholders; |
(p) | Any of items (c) through (o) on a weighted average Common Stock outstanding basis; |
(q) | Either of items (a) or (b) on a basic basis and any of items (c) through (o) on a basic earnings per share basis, as basic earnings per share is defined in FASB ASC 260, Earnings Per Share, including authoritative interpretations or amendments thereof which may be issued from time to time as long as such interpretations or amendments are utilized on the consolidated statements of operations or statement of operations, as applicable, or in the notes to the consolidated financial statements; |
(r) | Either of items (a) or (b) on a diluted basis and any of items (c) through (o) on a diluted earnings per share basis, as diluted per share is defined in the FASB ASC 260 - Earnings Per Share including authoritative interpretations or amendments thereof which may be issued from time to time as long as such interpretations or amendments are utilized on the consolidated statements of operations or statement of operations, as applicable, or in the notes to the consolidated financial statements; |
(s) | Common share price; |
(t) | Total shareholder return expressed on a dollar or percentage basis as is customarily disclosed in the proxy statement accompanying the notice of annual meetings of shareholders; |
(u) | Percentage increase in comparable sales, whether on an absolute basis or relative to those publicly held companies in the Company’s peer group as established by the Committee prior to the Final Pre-Establishment Date or such later date as permitted under the IRC; |
(v) | Gross profit (loss) or gross margin (loss) (as the case may be); |
(w) | Economic value added; |
(x) | Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); |
(y) | Expense targets; |
(z) | Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment): |
(aa) | Productivity ratios; |
(bb) | Market share; |
(cc) | Customer satisfaction; |
(dd) | Working capital targets and change in working capital; |
(ee) | Any of items (a) through (dd) with respect to any subsidiary, Affiliate, business unit, business group, business venture or legal entity, including any combination thereof, or controlled directly or indirectly by the Company whether or not such information is included in the Company’s annual report to shareholders, proxy statement or notice of annual meeting of shareholders; |
(ff) | Any of items (a) through (dd) above may be determined before or after a minority interest’s share as designated by the Committee; |
(gg) | Any of items (a) through (dd) above with respect to the period of service to which the performance goal relates whether or not such information is included in the Company’s SEC filings, annual report to shareholders, proxy statement or notice of annual meetings of shareholders; |
(hh) | Total shareholder return ranking position meaning the relative placement of the Company’s total shareholder return [as determined in (t) above] compared to those publicly held companies in the Company’s peer group as established by the Committee prior to the Final Pre-Establishment Date or such later date as permitted under the IRC; or |
(ii) | With respect to items (a), (b), (p), (q) and (r) above, other terminology may be used for each such performance criteria (including, but not limited to, “Basic EPS,” “income (loss) per common share,” “diluted EPS,” or “earnings per common share-assuming dilution”) as contemplated by ASC 260 - Earnings Per Share, as amended, revised or superseded. |
(jj) | To avoid a circular reference, the Committee may establish any of the performance measures above computed without taking into account an amount reflected therein related to Bonuses awarded the under Plan. The Committee shall explicitly state such exclusion of the Bonuses when establishing the material terms of the performance measure. If the performance measure (considered without this exclusion of the Bonuses) reflects an income tax effect of the Bonuses, this exclusion should reflect the corresponding income tax effects attributable thereto. |
II. | EQUITABLE ADJUSTMENTS |
(a) | Asset impairments as described in ASC 360 - Property, Plant, & Equipment, as amended, revised or superseded; |
(b) | Costs associated with exit or disposal activities as described by ASC 420 - Exit or Disposal Cost Obligations, as amended, revised or superseded; |
(c) | Impairment charges (excluding the amortization thereof) related to goodwill or other intangible assets, as described by ASC 350 - Intangibles - Goodwill and Other, as amended, revised or superseded; |
(d) | Integration costs related to all merger and acquisition activity of the Company and/or its Affiliates, including, without limitation, any merger, acquisition, reverse merger, triangular merger, tender offer, consolidation, amalgamation, arrangement, security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing); |
(e) | Transaction costs related to all merger and acquisition activity of the Company and/or its Affiliates, including, without limitation, any merger, acquisition, reverse merger, triangular merger, tender offer, consolidation, amalgamation, arrangement, security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing); |
(f) | Any profit or loss attributable to the business operations of a specified segment as described in ASC 280 - Segment Reporting, as amended, revised or superseded; |
(g) | Any profit or loss attributable to a specified segment as described in ASC 280 - Segment Reporting, as amended, revised or superseded, acquired during the Performance Period or an entity or entities acquired during the Performance Period to which the performance goal relates; |
(h) | Any Tax settlement(s) with a Tax authority; |
(i) | The relevant Tax effect(s) of Tax laws or regulations, or amendments thereto, that become effective after the beginning of the Performance Period; |
(j) | Any extraordinary item, event or transaction as described in ASC 225-20 - Income Statement - Extraordinary and Unusual Items, as amended, revised or superseded; |
(k) | Any unusual in nature, or infrequent in occurrence items, events or transactions (that are not “extraordinary” items) as described in ASC 225-20 - Income Statement - Extraordinary and Unusual Items, as amended, revised or superseded; |
(l) | Any other non-recurring items, any events or transactions that do not constitute ongoing operations, or other non-GAAP financial measures (not otherwise listed); |
(m) | Any change in accounting principle as described in ASC 250-10 Accounting Changes and Error Corrections, as amended, revised or superseded; |
(n) | Unrealized gains or losses on investments in debt and equity securities as described in ASC 320 - Investments - Debt and Equity Securities, as amended, revised or superseded; |
(o) | Any gain or loss recognized as a result of derivative instrument transactions or other hedging activities as described in ASC 815 - Derivatives and Hedging, as amended, revised or superseded; |
(p) | Shares-based compensation charges as described in ASC 718 - Compensation - Stock Compensation and ASC 505-50 Equity-Based Payments to Non-Employees, as amended, revised or superseded; |
(q) | Any gain or loss as reported as a component of other comprehensive income as described in ASC 220 - Comprehensive Income, as amended, revised or superseded; |
(r) | Any expense (or reversal thereof) as a result of incurring an obligation for a direct or indirect guarantee, as described in ASC 460 - Guarantees, as amended, revised or superseded; |
(s) | Any gain or loss as the result of the consolidation of a variable interest entity as described in ASC 810 - Consolidation, as amended, revised or superseded; |
(t) | Any expense, gain or loss (including, but not limited to, judgments, interest on judgments, settlement amounts, attorneys’ fees and costs, filing fees, experts’ fees, and damages sustained as a result of the imposition of injunctive relief) as a result of claims, litigation, judgments or lawsuit settlement (including collective actions or class action lawsuits); or |
(u) | Any charges associated with the early retirement of debt obligations. |