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 28, 2014
 
SEARS HOMETOWN AND OUTLET STORES, INC.
(Exact name of registrant as specified in charter)
 

 
 
 
 
 
Delaware
 
001-35641 
 
80-0808358
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois
 
60192
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (847) 286-7000
(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 (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 28, 2014 Sears Hometown and Outlet Stores, Inc. (the “Company”) held its Annual Meeting of Stockholders at 3333 Beverly Road, Hoffman Estates, Illinois 60179. The meeting was held to vote on the matters described below.

1.
Election of Directors. E.J. Bird, Jeffrey Flug, James F. Gooch, William R. Harker, W. Bruce Johnson, and Josephine Linden were elected to the Board of Directors of the Company for one-year terms expiring at the 2015 Annual Meeting of Stockholders or until their successors are elected and qualified. The votes on this matter were as follows:

Name
For
Withheld
Broker Non-Votes
E.J. Bird
15,933,180
3,463,384
2,339,519
Jeffrey Flug
18,161,861
1,234,703
2,339,519
James F. Gooch
18,778,663
617,901
2,339,519
William R. Harker
16,234,329
3,162,235
2,339,519
W. Bruce Johnson
16,242,513
3,154,051
2,339,519
Josephine Linden
17,241,622
2,154,942
2,339,519


2.
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The stockholders approved, by an advisory vote, the compensation of the Company’s named executive officers. The votes on this matter were as follows:

For
Against
Abstain
Broker Non-Votes
19,222,847
168,722
4,995
2,339,519


3.
Ratification of the Appointment of BDO USA, LLP as the Company’s Independent Registered Public Accounting Firm for 2014. The stockholders ratified the Audit Committee’s appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2014. The votes on this matter were as follows:

For
Against
Abstain
21,635,923
92,147
8,013









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 HOMETOWN AND OUTLET STORES, INC.
 
 
By:
 
/s/ Charles J. Hansen
 
 
Charles J. Hansen
 
 
Vice President, General Counsel, and Secretary
Date: May 28, 2014