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 21, 2016
(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 Stein Mart, Inc. (“Stein Mart” or the “Company”) was held on June 21, 2016. As of April 14, 2016, the record date for the Annual Meeting, there were 46,376,316 shares of the Company’s common stock outstanding and eligible to vote, of which a total of 44,337,270 shares were present in person or represented by proxy, constituting a quorum. The Company’s shareholders considered and voted upon four 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 ten (10) 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 | 39,326,205 | 999,060 | 4,012,005 | |||||||||
| John H. Williams, Jr. | 39,372,954 | 952,311 | 4,012,005 | |||||||||
| Dawn Robertson | 39,692,040 | 633,225 | 4,012,005 | |||||||||
| Irwin Cohen | 39,903,184 | 422,081 | 4,012,005 | |||||||||
| Thomas L. Cole | 40,130,227 | 195,038 | 4,012,005 | |||||||||
| Timothy Cost | 40,131,052 | 194,213 | 4,012,005 | |||||||||
| Lisa Galanti | 40,130,781 | 194,484 | 4,012,005 | |||||||||
| Mitch W. Legler | 32,582,396 | 7,742,869 | 4,012,005 | |||||||||
| Richard L. Sisisky | 39,659,109 | 666,156 | 4,012,005 | |||||||||
| Burton M. Tansky | 39,903,804 | 421,461 | 4,012,005 | |||||||||
| (2) | To approve an advisory resolution on executive compensation for fiscal year 2015. |
| For | 40,042,898 | |||
| Against | 238,706 | |||
| Abstain | 43,661 | |||
| Broker Non-Votes | 4,012,005 |
| (3) | To approve amendment and restatement of, and performance goals under, the Company’s 2001 Omnibus Plan. |
| For | 39,066,649 | |||
| Against | 1,218,393 | |||
| Abstain | 40,223 | |||
| Broker Non-Votes | 4,012,005 |
| (4) | To ratify the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending January 28, 2017. |
| For | 44,068,625 | |||
| Against | 235,050 | |||
| Abstain | 33,595 | |||
| 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 21, 2016, 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 15, 2016 to shareholders of record as of the close of business on June 30, 2016. The press release announcing the quarterly dividend is attached as Exhibit 99.2 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits |
99.1 Press Release dated June 22, 2016, announcing the results of the Annual Meeting of Shareholders
99.2 Press Release dated June 21, 2016, announcing the quarterly dividend
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 22, 2016 | By: | /s/ Gregory W. Kleffner | ||||
| Gregory W. Kleffner | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
99.1 Press Release dated June 22, 2016, announcing the results of the Annual Meeting of Shareholders
99.2 Press Release dated June 21, 2016, announcing the quarterly dividend