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 23, 2015
(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
(Registrant’s 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)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Annual Meeting of Shareholders of the Company was held on June 23, 2015. The Company’s shareholders considered and voted upon the following four proposals:
| (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. Voting results were: |
| Name of Director |
For | Withheld | Broker Non-Votes |
|||||||||
| Jay Stein |
38,833,745 | 497,107 | 3,803,698 | |||||||||
| John H. Williams, Jr. |
39,063,857 | 266,995 | 3,803,698 | |||||||||
| Irwin Cohen |
39,024,333 | 306,519 | 3,803,698 | |||||||||
| Susan Falk |
39,200,948 | 129,904 | 3,803,698 | |||||||||
| Linda M. Farthing |
39,065,416 | 265,436 | 3,803,698 | |||||||||
| Mitch W. Legler |
33,407,601 | 5,923,251 | 3,803,698 | |||||||||
| Richard L. Sisisky |
38,955,006 | 375,846 | 3,803,698 | |||||||||
| Burton M. Tansky |
39,080,094 | 250,758 | 3,803,698 | |||||||||
| J. Wayne Weaver |
39,196,020 | 134,832 | 3,803,698 | |||||||||
| (2) | To approve an advisory resolution on executive compensation for fiscal year 2014. Voting results were: |
| For |
39,110,723 | |||
| Against |
186,991 | |||
| Abstain |
33,138 | |||
| Broker Non-Votes |
3,803,698 |
| (3) | To approve an increase in the number of shares of the Company’s common stock available under, and to extend the term of, the Stein Mart, Inc. Employee Stock Purchase Plan. Voting results were: |
| For |
39,236,411 | |||
| Against |
72,508 | |||
| Abstain |
21,933 | |||
| Broker Non-Votes |
3,803,698 |
| (4) | To ratify the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending January 30, 2016. Voting results were: |
| For |
42,969,807 | |||
| Against |
24,912 | |||
| Abstain |
139,831 | |||
| Broker Non-Votes |
0 |
The press release announcing the results of the Annual Meeting of Shareholders is attached as Exhibit 99.1 to this report.
| ITEM 8.01 | OTHER EVENTS |
On June 23, 2015, Stein Mart Inc. issued a press release announcing that its Board of Directors declared a quarterly dividend of $0.075 per common share, payable on July 17, 2015 to shareholders of record as of the close of business on July 3, 2015. The press release is attached as Exhibit 99.2 to this report.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| 99.1 | Press Release dated June 24, 2015 | |
| 99.2 | Press Release dated June 23, 2015 | |
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.
| STEIN MART, INC. | ||||||
| (Registrant) | ||||||
| Date: June 24, 2015 | By: | /s/ Gregory W. Kleffner | ||||
| Gregory W. Kleffner | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| 99.1 | Press Release dated June 24, 2015 | |
| 99.2 | Press Release dated June 23, 2015 | |