þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
NEVADA (State or Other Jurisdiction of Incorporation or Organization) | 91-1826900 (I.R.S. Employer Identification No.) |
2425 WEST LOOP SOUTH, HOUSTON, TEXAS (Address of Principal Executive Offices) | 77027 (Zip Code) |
Title of each class Common Stock ($0.01 par value) | Name of each exchange on which registered New York Stock Exchange |
Large accelerated filer | o | Accelerated filer | þ | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
Emerging growth company | o |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Plan category | Number of securities to be issued upon exercises of outstanding options, warrants and rights (a) (1) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
Equity compensation plans approved by security holders: | ||||||||||
2001 Equity Incentive Plan | — | — | — | |||||||
2008 Equity Incentive Plan | 97,900 | (2) | $18.83 | — | ||||||
Stage Stores, Inc. Amended and Restated 2003 Non-Employee Director Equity Compensation Plan (3) | — | — | 225,000 | |||||||
2017 LTIP | 923,542 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
Total | 97,900 | $18.83 | 1,148,542 | |||||||
(1) | Amounts in this column represent SARs outstanding under the 2008 Equity Incentive Plan. In addition, we had 42,685 shares of unvested restricted stock outstanding under the 2001 Equity Incentive Plan, 1,152,240 shares of unvested restricted stock outstanding under the 2008 Equity Incentive Plan and 442,112 shares of unvested restricted stock outstanding under the 2017 LTIP. We also had 1,843,412 unvested performance share units outstanding under the 2008 Equity Incentive Plan, which represents the maximum number of common shares that may be earned under the outstanding performance share unit awards. | |||||||||
(2) | The weighted average remaining contractual life of outstanding SARs is 0.2 years. | |||||||||
(3) | Shares granted under the Stage Stores, Inc. Amended and Restated 2003 Non-Employee Director Equity Compensation Plan are solely for non-employee directors who elect to receive their fees or retainers in restricted stock or deferred stock units in lieu of cash. We do not match or apply a premium to non-employee director compensation received in the form of equity. |
31.1* | ||
31.2* |
STAGE STORES, INC. | |
Dated: May 25, 2018 | /s/ Oded Shein |
Oded Shein | |
Executive Vice President, Chief Financial Officer and Treasurer | |
(Principal Financial Officer) |
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Stage Stores, Inc.; and |
2. | Based on my knowledge, this Amendment No. 1 to the Annual Report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: May 25, 2018 | /s/ Michael L. Glazer |
Michael L. Glazer | |
President and Chief Executive Officer |
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Stage Stores, Inc.; and |
2. | Based on my knowledge, this Amendment No. 1 to the Annual Report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: May 25, 2018 | /s/ Oded Shein |
Oded Shein | |
Executive Vice President, | |
Chief Financial Officer and Treasurer |