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

STEWART ENTERPRISES, INC.

LOUISIANA		1-15449		72-0693290
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1333 South Clearview Parkway
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)

(504) 729-1400
(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

     The annual meeting of shareholders (the “Annual Meeting”) of Stewart Enterprises, Inc. (the “Company”) was held on April 7, 2011. As of the record date, the Company had 87,844,593 shares of Class A common stock outstanding, each of which was entitled to one vote, and 3,555,020 shares of Class B common stock outstanding, each of which was entitled to ten votes at the Annual Meeting. The Company’s shareholders voted on the following four proposals at the Annual Meeting, casting their votes as described below. All vote totals include both Class A and Class B shares.

Proposal 1 — Election of Directors. Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors (the “Board”).

Nominee		Votes For				Votes Withheld				Broker Non-votes
John B. Elstrott			98,559,195				221,651				10,508,628
Thomas M. Kitchen			93,553,748				5,227,098				10,508,628
Alden J. McDonald, Jr.			98,096,880				683,966				10,508,628
Ronald H. Patron			96,722,734				2,058,112				10,508,628
Ashton J. Ryan, Jr.			97,930,563				850,283				10,508,628
John K. Saer, Jr.			98,517,945				262,901				10,508,628
Frank B. Stewart, Jr.			72,386,566				26,394,280				10,508,628

Proposal 2 — Advisory Say-on-Pay Vote. Proposal 2 was an advisory vote on executive compensation as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.

Votes For		Votes Against				Abstentions				Broker Non-votes
97,607,815			467,500				705,531				10,508,627

Proposal 3 — Advisory Say-on-Pay Frequency Vote. Proposal 3 was an advisory vote on how frequently the Company should hold an advisory vote on executive compensation.

1 year		2 years				3 years				Abstentions				Broker Non-votes
93,753,299			436,718				3,780,890				809,939				10,508,627

Of the total votes cast, 95.7% voted for a say-on-pay vote every year, 0.4% voted for a say-on-pay vote every two years and 3.9% voted for a say-on-pay vote every three years. Based on these results and consistent with the Board’s previous recommendation, the Board has determined that the Company will hold an advisory say-on-pay shareholder vote every year.

Proposal 4 — Ratification of Retention of Auditors. Proposal 4 was a proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2011. This proposal was approved.

Votes For		Votes Against				Abstentions
108,187,936			1,054,845				46,692

SIGNATURE

     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.