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 1, 2013

 

 

SEARS HOLDINGS CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware		000-51217		20-1920798
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3333 Beverly Road Hoffman Estates, Illinois		60179
(Address of principal executive offices)		(Zip code)

Registrant’s 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):

 

¨	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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 1, 2013, Sears Holdings Corporation (the “Company”) held its annual meeting of stockholders at the Company’s offices in Hoffman Estates, Illinois. The meeting was held to vote on the matters described below.

1. Election of Directors. Paul G. DePodesta, William C. Kunkler, III, Edward S. Lampert, Steven T. Mnuchin, Ann N. Reese and Thomas J. Tisch were elected to the Board of Directors for a one-year term expiring at the 2014 annual meeting of stockholders and until their successors are elected and qualified. The votes on this matter were as follows:

 

Name		For		Withheld		Broker Non-Vote
Paul G. DePodesta		91,572,728		397,354		6,510,057
William C. Kunkler, III		91,406,498		563,584		6,510,057
Edward S. Lampert		91,203,012		767,070		6,510,057
Steven T. Mnuchin		91,357,993		612,089		6,510,057
Ann N. Reese		91,393,771		576,311		6,510,057
Thomas J. Tisch		91,396,929		573,153		6,510,057

2. Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, by an advisory vote, the compensation of the named executive officers. The votes on this matter were as follows:

 

For		Against		Abstain		Broker Non-Vote
90,986,894		859,308		123,880		6,510,057

3. Approval of the Sears Holdings Corporation 2013 Stock Plan. The stockholders approved the Sears Holdings Corporation 2013 Stock Plan. The votes on this matter were as follows:

 

For		Against		Abstain		Broker Non-Vote
91,048,819		802,908		118,355		6,510,057

4. Approval of an Amendment to the Performance Measures under the Amended and Restated Sears Holdings Corporation Umbrella Incentive Program. The stockholders approved the amended and restated Sears Holdings Corporation Umbrella Incentive Program. The votes on this matter were as follows:

 

For		Against		Abstain		Broker Non-Vote
91,258,778		571,141		140,163		6,510,057

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5. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013. The stockholders ratified the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013. The votes on this matter were as follows:

 

For		Against		Abstain
98,122,548		276,237		81,354

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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 thereunto duly authorized.

 

Date: May 1, 2013