UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1 )
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 |
Saks Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| | (1) | Title of each class of securities to which transaction applies: |
| | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of transaction: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | (1) | Amount Previously Paid: |
| | (2) | Form, Schedule or Registration Statement No.: |
Note regarding definitive additional materials:
The form of proxy card mailed to record owners with the proxy statement for the Saks Incorporated Annual Meeting of Shareholders to be held on December 8, 2005 included the following error: the line above Items (Proposals) 4, 5, and 6 reads “THE BOARD OF DIRECTORS RECOMMENDS A VOTE ‘AGAINST’ ITEMS 3, 4, AND 6.” The forms of proxy card (1) filed with the Securities and Exchange Commission as part of the Company’s Schedule 14A and (2) furnished to beneficial owners did not include this error.
On November 9, 2005 the Company mailed to record owners an explanatory letter dated November 9, 2005 and a corrected proxy card. On the corrected proxy card, the line above Items (Proposals) 4, 5, and 6 reads “THE BOARD OF DIRECTORS RECOMMENDS A VOTE ‘AGAINST’ ITEMS 4, 5, AND 6.” The explanatory letter and corrected proxy card are included with this note.
750 Lakeshore Parkway
Birmingham, Alabama
ERRATA TO SAKS INCORPORATED PROXY CARD
November 9, 2005
Dear Shareholder:
Please note the following correction to the proxy card that you may have previously received for the Annual Meeting of Shareholders of Saks Incorporated to be held in Birmingham, Alabama on December 8, 2005.
The box above Items (Proposals) 4, 5, and 6, should read:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 4, 5, AND 6rather than
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 3, 4 , AND 6.
The Board’s recommendations on these Items are detailed in the Proxy Statement that was previously mailed to you on October 28, 2005.
A new proxy card reflecting the correction is enclosed. Please sign and return the enclosed revised form of proxy in the envelope provided or vote via the internet or by telephone following the instructions on the card, even if you have already returned the proxy that was enclosed with the October 28 mailing of the Notice and Proxy Statement. If you have not yet returned the old form of proxy card, please disregard it and substitute the card enclosed with this sheet.
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By order of the Board of Directors, |
|
 |
Julia Bentley Secretary |
YOUR VOTE IS IMPORTANT
You are urged to date, sign and promptly return this revised proxy in the enclosed envelope or to vote via the internet or by telephone.
Instructions for Voting Your Proxy
You have three ways to vote your shares:
Through the Internet
By Telephone (using a touch-tone telephone)
By Mail (traditional method)
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had returned your proxy card. We encourage you to use these cost effective and convenient ways of voting, 24 hours a day, 7 days a week. Regardless of which method you choose, your shares will be voted as you direct.
INTERNET VOTING
Available only until 5:00 p.m. Eastern time on December 7, 2005
Visit our Internet voting website at http://proxy.georgeson.com
Have your proxy card ready and follow the instructions on your screen
You will incur only your usual Internet charges.
TELEPHONE VOTING
Available only until 5:00 p.m. Eastern time on December 7, 2005
This method of voting is available for residents of the U.S. and Canada
On a touch-tone telephone, call TOLL FREE 1-800-790-3272, 24 hours a day, 7 days a week
Have your proxy card ready, then follow these instructions:
OPTION 1: To vote as the Board of Directors recommends on items 1 through 6, press 1
OPTION 2: If you choose to vote on each director nominee or each item separately, press 2
VOTING BY MAIL
Simply mark, sign and date your proxy card and return it in the postage-paid envelope
If you are voting by Internet or the telephone, please do not mail your proxy card
Our Annual Meeting of Shareholders will be held at 9:00 a.m. Central Standard Time on December 8, 2005 at the Company’s corporate offices located at 750 Lakeshore Parkway, Birmingham, Alabama.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
Please mark votes as in this example.
THIS PROXY SHALL BE VOTED AS DIRECTED, IN THE ABSENCE OF A CONTRARY DIRECTION, IT SHALL BE VOTED “FOR” ITEMS 1, 2, AND 3 AND “AGAINST” ITEMS 4, 5, AND 6, AND THE PROXIES MAY VOTE IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE MEETING OR ADJOURNMENT THEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2, AND 3
Item 1. ELECTION OF DIRECTORS:
CLASS II (term expiring in 2008): Michael S. Gross, Nora P. McAniff, and Stephen I. Sadove
FOR all nominees listed
WITHHOLD AUTHORITY to vote for all nominees listed
FOR, except vote withheld from the following nominee(s):
Item 2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE-WATERHOUSECOOPERS LLP as the independent registered public accounting firm of the Company.
FOR
AGAINST
ABSTAIN
Item 3. PROPOSAL TO APPROVE AN AMENDMENT TO
THE COMPANY’S AMENDED AND RESTATED CHARTER to eliminate specified supermajority voting requirements.
FOR
AGAINST
ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 4, 5, AND 6
Item 4. PROPOSAL BY A SHAREHOLDER—Classified Board.
FOR
AGAINST
ABSTAIN
Item 5. PROPOSAL BY A SHAREHOLDER—Cumulative Voting in the Election of Directors.
FOR
AGAINST
ABSTAIN
Item 6. PROPOSAL BY A SHAREHOLDER—Director-Election Vote Standard.
FOR
AGAINST
ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other business or matters (none known at the time of solicitation of this Proxy Card) as may properly come before the meeting and any adjournment thereof.
The undersigned acknowledges receipt of Notice of said Annual Meeting and hereby revokes all proxies heretofore given by the undersigned for said Annual Meeting.
DATE:
, 2005
Signature of Shareholder
(Signature of Shareholder (if held jointly))
PLEASE DATE THIS PROXY AND SIGN YOUR NAME OR NAMES EXACTLY AS SHOWN HEREON. WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE SIGN YOUR FULL TITLE AS SUCH. IF THERE ARE MORE THAN ONE TRUSTEE, OR JOINT OWNERS, ALL MUST SIGN. PLEASE RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
750 Lakeshore Parkway Birmingham, Alabama 35211
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 8, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R. Brad Martin and Julia A. Bentley, or either of them with full power of substitution, are hereby authorized to represent and vote all the shares of common stock held of record by the undersigned on October 7, 2005 at the Annual Meeting of Shareholders of Saks Incorporated to be held on December 8, 2005, at 9:00 a.m., Central Standard Time, or any adjournment thereof, with all powers which the undersigned would possess if personally present, in the following manner.
PROXY
(Please sign and date the reverse side of this Proxy Card)
SEE REVERSE SIDE
