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): June 8, 2010
SAKS INCORPORATED
| Tennessee | 1-13113 | 62-0331040 |
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | | Identification No.) |
12 East 49th Street, New York, New York 10017
(212) 940-5305
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the annual meeting of shareholders of Saks Incorporated (the "Company") on June 8, 2010, the Company's shareholders approved an amendment to the Company's charter declassifying the Company's Board of Directors (the "Board"). The proposal to amend the charter was disclosed in the Company's proxy statement filed by the Company and sent to shareholders in connection with the annual meeting. The amendment to the charter was effective upon filing articles of amendment to the Company's charter with the Tennessee Secretary of State on June 9, 2010. In addition, on June 8, 2010, the Board approved an amendment to Article IV, Section 1 of the Company’s Bylaws to make the Company's Bylaws consistent with the Company's charter, as amended. The amendment to the Bylaws became effective upon the effectiveness of the foregoing charter amendment.
The Company's charter and Bylaws, as amended, are filed respectively as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are hereby incorporated by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The annual meeting of shareholders of the Company was held on June 8, 2010. The matters voted upon at the annual meeting and the results of the voting on each matter are set forth below:
| | | For | Withhold | Broker Non-Votes | |
| | | | | | |
| | Robert B. Carter | 98,432,795 | 6,646,476 | 15,321,582 | |
| | Donald E. Hess | 103,519,984 | 1,559,287 | 15,321,582 | |
| | Jerry W. Levin | 102,087,095 | 2,992,176 | 15,321,582 | |
| 2. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2010: | 119,868,128 | 425,026 | 107,699 |
| | | | | |
| 3. | Proposal to amend the Company’s Charter to declassify the Company’s Board of Directors: | | 683,161 | 117,926 |
| | | | | |
| | For | Against | Abstentions | Broker Non-Votes |
| 4. | Shareholder proposal regarding cumulative voting in the election of the Company’s directors: | | 65,258,636 | 155,839 | 15,321,582 |
| | | | | | |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| | |
| | See Exhibit Index immediately following signature page. |
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.
| Dated: June 10, 2010 | SAKS INCORPORATED |
| | | |
| | | |
| | By: | /s/ Ann Robertson |
| | Name: | Ann Robertson |
| | Title: | Associate General Counsel and Corporate Secretary |
| EXHIBIT INDEX |
| |
| Exhibit No. | Description |
| | |
| 3.1 | Composite of charter of the Company, as amended through June 9, 2010 |
| | |
| 3.2 | Bylaws of the Company, as amended through June 9, 2010 |
