Form 8-K

 

 

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 2, 2012

 

 

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))

 

 

 


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

On May 2, 2012, 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. Louis J. D’Ambrosio, William C. Kunkler, III, Edward S. Lampert, Steven T. Mnuchin, Ann N. Reese, Emily Scott and Thomas J. Tisch were elected to the Board of Directors for a one-year term expiring at the 2013 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  

Louis J. D’Ambrosio

     94,778,282         364,090         4,582,318   

William C. Kunkler, III

     94,832,430         309,942         4,582,318   

Edward S. Lampert

     94,666,010         476,362         4,582,318   

Steven T. Mnuchin

     94,638,887         503,485         4,582,318   

Ann N. Reese

     94,289,829         852,543         4,582,318   

Emily Scott

     94,651,736         490,636         4,582,318   

Thomas J. Tisch

     94,634,305         508,067         4,582,318   

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

93,516,146

  1,519,980   106,246   4,582,318

3. Approval of 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

93,793,235

  1,228,650   120,487   4,582,318

4. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012. The stockholders ratified the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012. The votes on this matter were as follows:

 

For

 

Against

 

Abstain

99,474,255

  175,645   74,790


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.

 

    SEARS HOLDINGS CORPORATION
  By:   /s/ Robert A. Riecker
   

Robert A. Riecker,

Vice President, Controller and Chief

Accounting Officer

Date: May 3, 2012