Stage Stores, Inc. (NYSE:SSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Effective June 1, 2017 and subject to the approval of the
Stage Stores 2017 Long-Term Incentive Plan (2017 LTIP) by the
shareholders of Stage Stores, Inc. (we, our or registrant) at our
Annual Meeting of Shareholders, our Compensation Committee
(Committee) and the other independent directors on our Board have
approved the following form of award agreements: (i) Stage Stores
Performance Share Unit Award Agreement; (ii) Stage Stores
Restricted Stock Unit Award Agreement; (iii) Stage Stores
Restricted Stock Award Agreement; and (iv) Stage Stores
Nonemployee Director Restricted Stock Award Agreement. The form
of award agreements may be used in connection with compensation
awards to our directors, principal executive officer, principal
financial officer and/or our other named executive officers, as
well as other eligible participants under the 2017 LTIP.
Stage Stores 2017 Long-Term Incentive Plan (2017 LTIP) by the
shareholders of Stage Stores, Inc. (we, our or registrant) at our
Annual Meeting of Shareholders, our Compensation Committee
(Committee) and the other independent directors on our Board have
approved the following form of award agreements: (i) Stage Stores
Performance Share Unit Award Agreement; (ii) Stage Stores
Restricted Stock Unit Award Agreement; (iii) Stage Stores
Restricted Stock Award Agreement; and (iv) Stage Stores
Nonemployee Director Restricted Stock Award Agreement. The form
of award agreements may be used in connection with compensation
awards to our directors, principal executive officer, principal
financial officer and/or our other named executive officers, as
well as other eligible participants under the 2017 LTIP.
The Stage Stores Performance Share Unit Award Agreement entitles
the recipient to receive a payout on the performance share units
earned by the recipient over a performance period, to be
determined as a function of the extent to which pre-established
performance goals are achieved. The number of performance share
units awarded shall be equal to the target number of shares of
our common stock that the recipient will earn for 50% achievement
of the performance goals (referred to as the target award). The
actual number of our common shares that the recipient will earn
and vest with respect to the performance share unit award may be
greater or less than the target award, or even zero, and will be
based on the performance level achieved by us with respect to
pre-established performance goals. If the recipient dies or
becomes disabled prior to the end of the performance period, the
award will vest at the target award level. If the recipient
retires prior to the end of the performance period, the award
will vest based on actual performance during the performance
period, but will be prorated for the recipients service during
the performance period. The unvested portion of the award will be
forfeited if the recipient terminates employment for any other
reason prior to the end of the performance period. If a change in
control, as defined in the 2017 LTIP, occurs prior the recipients
termination of employment, the performance period will end on the
date of the change in control and the award will vest on the date
of the change in control at the greater of the target award level
or the number of our common shares that would be paid under the
award as a result of our performance achieved with respect to the
performance goals as of the change in control date.
the recipient to receive a payout on the performance share units
earned by the recipient over a performance period, to be
determined as a function of the extent to which pre-established
performance goals are achieved. The number of performance share
units awarded shall be equal to the target number of shares of
our common stock that the recipient will earn for 50% achievement
of the performance goals (referred to as the target award). The
actual number of our common shares that the recipient will earn
and vest with respect to the performance share unit award may be
greater or less than the target award, or even zero, and will be
based on the performance level achieved by us with respect to
pre-established performance goals. If the recipient dies or
becomes disabled prior to the end of the performance period, the
award will vest at the target award level. If the recipient
retires prior to the end of the performance period, the award
will vest based on actual performance during the performance
period, but will be prorated for the recipients service during
the performance period. The unvested portion of the award will be
forfeited if the recipient terminates employment for any other
reason prior to the end of the performance period. If a change in
control, as defined in the 2017 LTIP, occurs prior the recipients
termination of employment, the performance period will end on the
date of the change in control and the award will vest on the date
of the change in control at the greater of the target award level
or the number of our common shares that would be paid under the
award as a result of our performance achieved with respect to the
performance goals as of the change in control date.
The Stage Stores Restricted Stock Unit Award Agreement entitles
the recipient to receive restricted stock units, which represent
a phantom right equivalent, on a one-for-one basis, to our common
shares. The restricted stock units will generally vest in 25%
increments on each of the first four anniversaries of the grant
date and will settle in cash. If the recipient dies or becomes
disabled, the award will vest in full. The unvested portion of
the award will be forfeited if the recipient terminates
employment for any other reason. If a change in control occurs
prior to the recipients termination of employment, the award will
vest in full. The Committee may elect to provide the recipient
with the right to receive dividend equivalent payments on the
unvested portion of the award.
the recipient to receive restricted stock units, which represent
a phantom right equivalent, on a one-for-one basis, to our common
shares. The restricted stock units will generally vest in 25%
increments on each of the first four anniversaries of the grant
date and will settle in cash. If the recipient dies or becomes
disabled, the award will vest in full. The unvested portion of
the award will be forfeited if the recipient terminates
employment for any other reason. If a change in control occurs
prior to the recipients termination of employment, the award will
vest in full. The Committee may elect to provide the recipient
with the right to receive dividend equivalent payments on the
unvested portion of the award.
The Stage Stores Restricted Stock Award Agreement entitles the
recipient to receive restricted common shares. The restricted
stock will generally vest in 25% increments on each of the first
four anniversaries of the grant date. If the recipient dies,
becomes disabled or retires, the award will vest in full. The
unvested portion of the award will be forfeited if the recipient
terminates employment for any other reason. If a change in
control occurs prior to the recipients termination of employment,
the award will vest in full. The Committee may elect to provide
the recipient with the rights to vote and receive dividends on
the unvested portion of the award.
recipient to receive restricted common shares. The restricted
stock will generally vest in 25% increments on each of the first
four anniversaries of the grant date. If the recipient dies,
becomes disabled or retires, the award will vest in full. The
unvested portion of the award will be forfeited if the recipient
terminates employment for any other reason. If a change in
control occurs prior to the recipients termination of employment,
the award will vest in full. The Committee may elect to provide
the recipient with the rights to vote and receive dividends on
the unvested portion of the award.
The Stage Stores Nonemployee Director Restricted Stock Award
Agreement entitles a nonemployee director recipient to receive
restricted common shares. The restricted stock will generally
vest on the earlier of the first anniversary of the grant date or
the date of the first annual meeting of shareholders following
the grant date. If the recipient dies, becomes disabled or ceases
to serve on our Board after attaining the retirement age in our
Corporate Governance Guidelines (currently 75 years of age), the
award will vest in full. The unvested portion of the award will
be forfeited if the recipient terminates service for any other
reason. If a change in control occurs prior to the recipients
termination of service, the award will vest in full. The
recipient has the rights to vote and receive dividends on the
unvested portion of the award.
Agreement entitles a nonemployee director recipient to receive
restricted common shares. The restricted stock will generally
vest on the earlier of the first anniversary of the grant date or
the date of the first annual meeting of shareholders following
the grant date. If the recipient dies, becomes disabled or ceases
to serve on our Board after attaining the retirement age in our
Corporate Governance Guidelines (currently 75 years of age), the
award will vest in full. The unvested portion of the award will
be forfeited if the recipient terminates service for any other
reason. If a change in control occurs prior to the recipients
termination of service, the award will vest in full. The
recipient has the rights to vote and receive dividends on the
unvested portion of the award.
Each of the aforementioned award agreement is filed herewith. The
foregoing descriptions of the award agreements do not purport to
be complete and are qualified in their entirety by reference to
the full text of the award agreements which are incorporated
herein by reference.
foregoing descriptions of the award agreements do not purport to
be complete and are qualified in their entirety by reference to
the full text of the award agreements which are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1*
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Form of Stage Stores Performance Share Unit Award Agreement
under the Stage Stores 2017 Long-Term Incentive Plan. |
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10.2*
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Form of Stage Stores Restricted Stock Unit Award Agreement
under the Stage Stores 2017 Long-Term Incentive Plan. |
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10.3*
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Form of Stage Stores Restricted Stock Award Agreement under
the Stage Stores 2017 Long-Term Incentive Plan. |
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10.4*
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Form of Stage Stores Nonemployee Director Restricted Stock
Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan. |
_______________________________________
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*
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Filed electronically herewith.
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Management contract or compensatory plan, contract or
arrangement. |
About Stage Stores, Inc. (NYSE:SSI)
Stage Stores, Inc. operates specialty department stores mainly in small and mid-sized towns and communities. The Company’s department stores offer a range of brand name and private label apparel, accessories, cosmetics, footwear and home goods. The Company operates approximately 830 specialty department stores in over 40 states under the BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE nameplates and a direct-to-consumer business. The Company’s direct-to-consumer business consists of its e-commerce Website and Send program. The Company’s e-commerce Website includes a range of merchandise categories found in its stores, as well as other product offerings. The Company’s in-store Send program allows customers to have merchandise shipped directly to their homes if the preferred size or color is not available in their local store. The Company’s private label portfolio brands are developed and sourced through agreements with third-party vendors. Stage Stores, Inc. (NYSE:SSI) Recent Trading Information
Stage Stores, Inc. (NYSE:SSI) closed its last trading session 00.00 at 2.17 with 496,735 shares trading hands.
