Document


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 2, 2016
(Date of Report, Date of Earliest Event Reported)

Stage Stores, Inc.
(Exact Name of Registrant as Specified in Charter)

1-14035
(Commission File Number)

NEVADA
(State or Other Jurisdiction of Incorporation)
91-1826900
(I.R.S. Employer Identification No.)
 
 
2425 West Loop South, Houston, Texas
(Address of Principal Executive Offices)
77027
(Zip Code)
 
(800) 579-2302
(Registrant's Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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

(a)    Stage Stores, Inc. (“our” and “registrant”) held our Annual Meeting of Shareholders on June 2, 2016 (“Annual Meeting”).

(b)    At the Annual Meeting, our shareholders voted on four matters, with the results of the voting as follows:

•
Item 1. To elect nine directors to our Board of Directors:

Nominee
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Alan J. Barocas
 
20,636,905
 
914,584
 
27,759
 
4,245,783
Elaine D. Crowley
 
20,893,069
 
658,322
 
27,857
 
4,245,783
Diane M. Ellis
 
21,162,706
 
388,233
 
28,309
 
4,245,783
Michael L. Glazer
 
21,143,671
 
407,183
 
28,394
 
4,245,783
Earl J. Hesterberg
 
20,913,882
 
637,199
 
28,167
 
4,245,783
Lisa R. Kranc
 
20,567,437
 
984,520
 
27,291
 
4,245,783
William J. Montgoris
 
21,081,465
 
468,033
 
29,750
 
4,245,783
C. Clayton Reasor
 
20,919,986
 
632,051
 
27,211
 
4,245,783
Ralph P. Scozzafava
 
20,632,578
 
791,353
 
155,317
 
4,245,783

•Item 2. To approve the an amendment to our bylaws to implement a majority voting standard in uncontested director elections:

For
 
Against
 
Abstentions
 
Broker
Non-Votes
20,857,916
 
693,590
 
27,642
 
4,245,883

•
Item 3. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our 2016 proxy statement:

For
 
Against
 
Abstentions
 
Broker
Non-Votes
19,369,330
 
1,979,408
 
230,510
 
4,245,783

•
Item 4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2016:
       
For
 
Against
 
Abstentions
 
Broker
Non-Votes
25,482,358
 
296,808
 
45,865
 
N/A

No other matters were submitted to a vote of our shareholders at the Annual Meeting.




Item 9.01    Financial Statements and Exhibits
(d)    Exhibits
3    Amended and Restated Bylaws of Stage Stores, Inc. dated June 2, 2016.

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.

 
 
 
STAGE STORES, INC.
 
 
Date: June 7, 2016
/s/ Oded Shein
 
Oded Shein
 
Executive Vice President,
 
Chief Financial Officer and Treasurer