UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2017

SMART & FINAL STORES, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (323) 869-7500

N/A

(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):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Annual Meeting of Stockholders

On May 23, 2017, Smart & Final Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the DoubleTree Hotel, 5757 Telegraph Road, Commerce, California 90040.  The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 73,168,823 shares of common stock outstanding on the record date, March 28, 2017.  The common stockholders of the Company voted on four matters at the Annual Meeting, all of which were approved.  The final voting results from the Annual Meeting as of May 23, 2017, as certified by the inspector of election, were as follows:

(1)                                 A proposal to elect three Class III directors for three-year terms expiring at the 2020 Annual Meeting once their respective successors have been duly elected and qualified or until their earlier resignation or removal:

(2)                                 A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Company’s 2017 fiscal year:

(3)                                 A proposal to approve, by non-binding vote, the compensation paid to the Company’s named executive officers:

(4)                                 A proposal to approve the Smart & Final Stores, Inc. Amended and Restated 2014 Stock Incentive Plan:

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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.

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