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NEVADA
(State
or other jurisdiction of incorporation)
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91-1826900
(I.R.S.
Employer Identification No.)
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10201
Main Street, Houston, Texas
(Address
of principal executive offices)
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77025
(Zip
Code)
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-12 under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(e)
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Compensatory
Arrangements of Certain Officers
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Named Executive
Officer/Title
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Performance Shares (1)
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Stock Appreciation Rights
(2)
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Andrew
T. Hall
President
and Chief Executive Officer
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30,000
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100,000
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Edward
J. Record
Executive
Vice President and Chief Financial Officer
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15,000
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45,000
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Richard A.
Maloney
President
and Chief Operating Officer of the Peebles Division
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15,000
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45,000
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Ernest
R. Cruse
Executive
Vice President, Store Operations
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10,000
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30,000
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Ronald
D. Lucas
Executive
Vice President, Human Resources
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6,000
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18,000
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(1)
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The
Performance Shares cliff vest after a three-year measurement performance
cycle (the “Performance Cycle”) which began on the first business day of
the Company’s current fiscal year (February 1, 2009) and ends on the last
business day of the Company’s 2011 fiscal year (January 28,
2012). The number of Performance Shares earned will be based on
the Company’s total shareholder return relative to the performance group
of companies established by the Compensation Committee (the “Performance
Group”). The number of shares reflected in the table above is the “Target
Shares”, which means the number of shares of the Company’s common stock
the Named Executive Officer will earn (and receive) at the end of the
Performance Cycle if the Company’s results are in the middle (fiftieth
percentile) of the Performance
Group.
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(2)
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The
Stock Appreciation Rights (“SARS”) have a grant price of $9.77 (the
closing price of the Company’s common stock on March 27, 2009) and vest
ratably over a four year period (i.e. 25% per
year).
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Named Executive Officer (1)
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Target
Shares
(Split Adjusted)
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Performance
Attainment %
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Payout
Shares Earned
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Mr.
Cruse
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7,500
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111.2
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8,340
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Mr.
Lucas
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4,500
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111.2
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5,004
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(1)
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Messrs.
Hall, Record and Maloney were not employed by the Company at the beginning
of the 2006 Performance Cycle and therefore were not entitled to receive
shares as a result of the completion of the 2006 Performance
Cycle.
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Named Executive Officer (1)
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Base Salary
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Bonus Range % (1)
(Threshold/Target/Maximum)
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Bonus Range $ (2)
(Threshold/Target/Maximum)
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||||||||
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Mr.
Hall
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$ | 750,000 |
20%-80%-160%
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$ | 150,000-$600,000-$1,200,000 | ||||||
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Mr.
Record
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$ | 460,000 |
16%-65%-130%
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$ | 75,000-$299,000-$598,000 | ||||||
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Mr.
Maloney
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$ | 475,000 |
15%-60%-120%
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$ | 71,000-$285,000-$570,000 | ||||||
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Mr.
Cruse
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$ | 375,000 |
12.5%-50%-100%
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$ | 47,000-$188,000-$375,000 | ||||||
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Mr.
Lucas
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$ | 345,000 |
12.5%-50%-100%
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$ | 43,000-$172,000-$345,000 | ||||||
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(1)
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Percentage
of Base Salary
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(2)
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Amounts
have been rounded. Depending upon the extent to which the
Company achieves the Threshold Pre-Tax Earnings and Comparable Store Sales
parameters established by the Board, the Named Executive Officers have the
opportunity to earn bonuses of between zero and the maximum amount
indicated.
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STAGE
STORES, INC.
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April 2, 2009
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/s/ Edward J. Record
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(Date)
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Edward
J. Record
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Executive
Vice President and
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Chief
Financial Officer
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