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
June 25, 2019
(Date of Report; Date of Earliest Event Reported)
STEIN MART, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida | 0-20052 | 64-0466198 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1200 Riverplace Blvd., Jacksonville, Florida 32207
(Address of Principal Executive Offices Including Zip Code)
(904) 346-1500
(Registrants telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, $0.01 par value | SMRT | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Annual Meeting of Shareholders of Stein Mart, Inc. (Stein Mart or the Company) was held on June 25, 2019. As of April 18, 2019, the record date for the Annual Meeting, there were 47,843,682 shares of the Companys common stock outstanding and eligible to vote, of which a total of 43,723,173 shares were present in person or represented by proxy, constituting a quorum. The Companys shareholders considered and voted upon three proposals. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set forth below:
(1) | To elect the nine (9) director nominees to serve as directors of the Company for the ensuing year and until their successors have been elected and qualified. |
Name of Director |
For |
Withheld |
Broker Non-Votes | |||
Jay Stein |
23,571,786 |
955,002 |
19,196,385 | |||
Irwin Cohen |
23,523,838 |
1,002,950 |
19,196,385 | |||
Thomas L. Cole |
23,588,609 |
938,179 |
19,196,385 | |||
Timothy Cost |
23,544,803 |
981,985 |
19,196,385 | |||
Lisa Galanti |
23,549,766 |
977,022 |
19,196,385 | |||
D. Hunt Hawkins |
23,511,324 |
1,015,464 |
19,196,385 | |||
MaryAnne Morin |
23,604,598 |
922,190 |
19,196,385 | |||
Richard L. Sisisky |
23,613,208 |
913,580 |
19,196,385 | |||
Burton M. Tansky |
23,536,574 |
990,214 |
19,196,385 |
(2) | To approve an advisory resolution on executive compensation for fiscal year 2018. |
For |
22,915,202 | |||
Against |
1,382,055 | |||
Abstain |
229,531 | |||
Broker Non-Votes |
19,196,385 |
(3) | To ratify the appointment of KPMG LLP as our independent registered certified public accounting firm for the fiscal year ending February 1, 2020. |
For |
42,786,160 | |||
Against |
763,490 | |||
Abstain |
173,523 | |||
Broker Non-Votes |
|
The press release announcing the results of the Annual Meeting of Shareholders is attached as Exhibit 99.1 to this report.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
99.1 | Press Release dated June 25, 2019, announcing the results of the Annual Meeting of Shareholders. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STEIN MART, INC. (Registrant) | ||||||||
Date: June 26, 2019 | By: | /s/ James B. Brown | ||||||
James B. Brown Executive Vice President and Chief Financial Officer |
Exhibit 99.1
June 25, 2019 | For more information: Linda L. Tasseff | |||
FOR IMMEDIATE RELEASE | Director, Investor Relations (904) 858-2639 ltasseff@steinmart.com |
STEIN MART, INC. ANNOUNCES RESULTS OF ANNUAL MEETING OF SHAREHOLDERS
JACKSONVILLE, FL Stein Mart, Inc. (NASDAQ: SMRT) today announced shareholder voting results for its 2019 Annual Meeting of Shareholders. Approximately 91.4 percent of all outstanding shares were present or represented by proxy at the meeting.
Shareholders approved the election of Jay Stein, Irwin Cohen, Thomas L. Cole, Timothy Cost, Lisa Galanti, D. Hunt Hawkins, MaryAnne Morin, Richard L. Sisisky and Burton M. Tansky to the board of directors for one-year terms. Shareholders also approved an advisory resolution on executive compensation for fiscal year 2018, and ratified the appointment of KPMG LLP as the Companys independent registered certified public accounting firm for the fiscal year ending February 1, 2020.
About Stein Mart
Stein Mart, Inc. is a national specialty off-price retailer offering designer and name-brand fashion apparel, home décor, accessories and shoes at everyday discount prices. Stein Mart provides real value that customers love every day both in stores and online. The Company currently operates 283 stores across 30 states. For more information, please visit www.steinmart.com.
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