Current Report Filing (8-k)
May 11 2017 - 5:17PM
Edgar (US Regulatory)
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): May 10, 2017
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-51217,
001-36693
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20-1920798
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois
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60179
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(Address of principal executive offices)
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(Zip code)
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Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 of 1934
(§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.
On May 10, 2017, Sears Holdings Corporation (the Company) held its annual meeting of stockholders at the Companys offices in Hoffman
Estates, Illinois. The meeting was held to vote on the matters described below.
1.
Election
of
Directors.
Bruce R. Berkowitz, Paul G. DePodesta, Kunal S. Kamlani, William C. Kunkler, III, Edward S. Lampert, Ann N. Reese and Thomas J. Tisch were elected to the Board of Directors for a
one-year
term expiring at the
2018 annual meeting of stockholders and until their successors are elected and qualified. The votes on this matter were as follows:
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Name
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For
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Withheld
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Broker
Non-Votes
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Bruce R. Berkowitz
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87,086,676
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260,342
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9,746,561
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Paul G. DePodesta
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86,923,056
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423,962
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9,746,561
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Kunal S. Kamlani
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87,108,169
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238,849
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9,746,561
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William C. Kunkler, III
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87,171,220
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175,798
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9,746,561
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Edward S. Lampert
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87,074,372
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272,646
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9,746,561
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Ann N. Reese
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86,916,193
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430,825
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9,746,561
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Thomas J. Tisch
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86,987,497
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359,521
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9,746,561
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2.
Advisory
Vote
to
Approve
the
Compensation
of
Named
Executive
Officers.
The stockholders approved, by an advisory vote, the compensation of the Companys named executive officers as described in the Companys proxy statement. The votes on this matter were as
follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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85,929,631
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1,312,561
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104,826
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9,746,561
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3.
Advisory
Vote
on
the
Frequency
of
the
Advisory
Vote
on
the
Compensation
of
Named
Executive
Officers.
The stockholders approved, by an advisory vote, 1 Year as the frequency of the advisory vote regarding the compensation of
the Companys named executive officers. The votes on this matter were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Votes
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86,990,733
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33,954
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230,666
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91,665
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9,746,561
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Based on these results, the Company will continue to hold an annual advisory vote on the compensation of the named executive
officers until the next required vote on the frequency of stockholder votes on the compensation of executives.
4.
Ratification
of
the
Appointment
of
Deloitte
&
Touche
LLP
as
the
Company
s
Independent
Registered
Public
Accounting
Firm
for
Fiscal
Year
2017.
The stockholders ratified the Audit Committees appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for fiscal year 2017. The votes on this matter were as follows:
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For
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Against
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Abstain
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96,447,944
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586,800
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58,835
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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.
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SEARS HOLDINGS CORPORATION
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By:
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/s/ Jonathan C. Babb
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Jonathan C. Babb,
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Vice President, Deputy General Counsel & Corporate Secretary
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Date: May 11, 2017
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