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Form 8-K SEARS HOLDINGS CORP For: May 06

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May 7, 2015 5:00 PM EDT

 

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 6, 2015
_________________________ 
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
000-51217, 001-36693
 
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 6, 2015, 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. Cesar L. Alvarez, Paul G. DePodesta, Kunal S. Kamlani, 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 2016 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
Cesar L. Alvarez
 
86,880,514
 
6,240,642
 
7,088,877
Paul G. DePodesta
 
93,018,896
 
102,260
 
7,088,877
Kunal S. Kamlani
 
93,009,201
 
111,955
 
7,088,877
William C. Kunkler, III
 
93,021,603
 
99,553
 
7,088,877
Edward S. Lampert
 
92,935,360
 
185,796
 
7,088,877
Steven T. Mnuchin
 
92,974,904
 
146,252
 
7,088,877
Ann N. Reese
 
93,010,016
 
111,140
 
7,088,877
Thomas J. Tisch
 
93,012,267
 
108,889
 
7,088,877
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
92,740,255
 
289,415
 
91,486
 
7,088,877

3. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015. The stockholders ratified the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015. The votes on this matter were as follows:
For
 
Against
 
Abstain
100,051,677
 
86,682
 
71,674




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.
 

                                                                                                                                                         
SEARS HOLDINGS CORPORATION 
 
By:
/s/ Robert A. Riecker
 
Robert A. Riecker
 
Vice President, Controller and
Chief Accounting Officer

Date: May 7, 2015


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