Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for use of the Commission Only (as Permitted By Rule 14A-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

SEARS HOMETOWN AND OUTLET STORES, INC.

___________________________________________________

(Name of Registrant as Specified In Its Charter)

___________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEARS HOMETOWN AND OUTLET STORES, INC.

5500 Trillium Boulevard, Suite 501

Hoffman Estates, Illinois 60192

Supplement #2 to April 11, 2017 Definitive Proxy Statement for Annual Meeting of Stockholders

To Be Held Wednesday, May 24, 2017

This Supplement #2 (this “Proxy Supplement”) updates and supplements our definitive Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 11, 2017 (File No. 001-35641) regarding the 2017 Annual Meeting of Stockholders of Sears Hometown and Outlet Stores, Inc. to be held on May 24, 2017 at 9:00 a.m. (Central Time) at Sears Holdings Corporation, CTC Room 702A&B, 3333 Beverly Road, Hoffman Estates, Illinois 60179 (the “Annual Meeting”).

Except as updated or supplemented by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote by proxy or in person at the Annual Meeting.

At the Company's 2017 Annual Meeting of Stockholders to be held on May 24, 2017 representatives of the Company will respond to questions and comments regarding the presentation that is attached to this Proxy Supplement as Exhibit 99.1.

If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote . This Proxy Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement.

By Order of the Board of Directors.

Charles J. Hansen
Vice President, General Counsel, and Secretary

May 22, 2017