~~(1) Included in the amount reported in the 2013 All Other Compensation Table.~~

(3)

The amounts in this column are not included in the Summary Compensation Table as these amounts reflect only the earnings on the investments designated by the named executive officer in his or her DC Plan account (i.e., appreciation or decline in account value). The amounts in this column do not include any above-market or preferential earnings, as defined by Item 402(c)(2)(viii) of Regulation S-K and the instructions thereto.

Retirement ~~Benefits~~Plans

Deferred Compensation Plan

We ~~provide a deferred compensation plan (the “Deferred Compensation Plan”) that~~sponsor the DC Plan which provides ~~executives~~our named executive officers and certain other officers with the opportunity to participate in an unfunded, deferred compensation program that is not qualified under the ~~Internal Revenue Code of 1986, as amended (the “Code”).~~IRC. Generally, the ~~Code~~IRC and the Employee Retirement Income Security Act of 1974, as amended, restrict contributions to a tax-qualified 401(k) plan by highly compensated ~~employees.~~employees, and our named executive officers are unable to participate in our tax-qualified 401(k) plan. The ~~Deferred Compensation~~ DC

Plan is intended to allow participants to defer income on a pre-tax basis. Under the ~~Deferred Compensation~~DC Plan, participants may defer up to 50% of their base salary and up to 100% of their bonus and earn a rate of return based on actual investments chosen by each participant. We have established a grantor trust for the purpose of holding assets to provide benefits to the participants. We will match 100% of each participant’s contributions, up to 10% of the sum of their base salary and bonus.

The ~~Named Executive Officers~~named executive officers have the opportunity to allocate the investment of the funds in their ~~Participant Employee Account~~participant employee account among ~~thirty-six~~more than thirty investment options, including ~~a Company Stock Investment Option.~~an option to invest in our common shares. In the case of the ~~Company Stock Investment Option,~~option to invest in our common shares, the ~~Deferred Compensation~~DC Plan provides the opportunity for increased pre-tax shareholding.

~~401(k) Savings Plan~~

We have a contributory 401(k) savings plan (the “401(k) Plan”) covering substantially all qualifying employees. Under the 401(k) Plan, participants may contribute up to 50% of their qualifying earnings, subject to certain restrictions. We currently match 50% of each participant’s contributions, up to 6% of each participant’s compensation under the 401(k) Plan. We may make discretionary bi-weekly matching contributions during the year.

Frozen Defined Benefit Plan

We sponsor the DB Plan, a defined benefit pension plan ~~which covers~~for substantially all employees who ~~had~~ met eligibility requirements and were enrolled prior to June 30, ~~1998 (the “Stage Plan”).~~1998. The ~~Stage~~DB Plan was frozen effective June 30, 1998. None of our ~~Named Executive Officers~~named executive officers are participants in the ~~Stage~~DB Plan.

Potential Payments Upon Termination or Change In Control

~~In General~~

~~The tables below reflect~~This section addresses the ~~amount of compensation to be paid to each~~rights of our ~~currently employed Named Executive Officers~~named executive officers under their employment agreements and other compensation plans and arrangements upon a change in control (as defined below) or in the event ~~of termination of that executive’s~~their employment ~~under different circumstances pursuant to the terms of their Employment Agreements. Specific information concerning the resignation of Mr. Searles~~with us is found under “Transactions with Related Persons-Michael Searles” on page 21 of this Proxy Statement and under “Significant Events Related to the Employment of Our Named Executive Officers-Resignation of Michael Searles” on page 39 of this Proxy Statement. Specific information concerning the resignation of Mr. Record is found under “Significant Events Related to the Employment of Our Named Executive Officers-Resignation of Edward Record” on page 39 of this Proxy Statement.

~~Generally, under the post-termination arrangements described below, other than pursuant to a termination without Good Cause or by the executive for Good Reason,as defined on page63 or pursuant to a Change in Control,~~as defined on page 64, a Named Executive Officer who terminates his employment, or whose employment is terminated, is entitled to receive solely those amounts earned by the Named Executive Officer through the date of termination.

terminated. The amount of compensation payable to each currently employed Named Executive Officer upon (i) termination without Good Cause or by the executive for Good Reason, (ii) termination without Good Cause or by the executive for Good Reason after a Change in Control, (iii) termination by the Company for Good Cause or by the executive without Good Reason, (iv) retirement, (v) death or (vi) disability, is shown below. The amounts shown assume that the termination was effective as of February 1, 2014. The actual amounts to be paid out can only be determined at the time of the Named Executive Officer’s separation from the Company.

~~Payments Made Upon Termination~~

~~Depending upon the manner in which a Named Executive Officer’s employment terminates, he may be entitled to receive the following~~ payments ~~and benefits:~~

~~any base salary and fringe benefits earned and unpaid through the date of termination;~~

~~severance pay equal to a multiple of the executive’s base salary plus the executive’s annual bonus target amount;~~

any incentive (performance) bonus for the fiscal year in which the termination occurs pro-rated through the date of termination provided the Board determines, in good faith, that the executive would have been entitled to receive a performance bonus for the fiscal year in which the termination occurred;

~~continuation of medical, vision and dental insurance (“Fringe Benefits”) under which the executive is participating for a specified period;~~

~~payment for outplacement services up to a specified maximum amount;~~

~~payment for financial/estate planning (“Financial Planning”) up to a specified maximum amount;~~

~~amounts accrued and vested through the Deferred Compensation Plan; and~~

~~vesting of outstanding stock options, SARs, Restricted Stock and Performance Shares.~~

The currently employed Named Executive Officers will not receive any compensation for any unused vacation days and upon termination of employment for any reason, any unused vacation days will be forfeited.

~~Payments Made Upon Termination Without Good Cause or by the Executive For Good Reason~~

The following table shows the amounts payable to each of our currently employed Named Executive Officers assuming that we terminated him without Good Cause or that he terminated his employment agreement for Good Reason on February 1, 2014.


~~(1)~~	~~The amount shown reflects the estimated premiums to be paid by the Company on behalf of the Named Executive Officer for medical, vision and dental insurance.~~


~~(2)~~	~~Please see the 2013 Nonqualified Deferred Compensation Table for these amounts.~~

~~Payments Made Upon Termination Without Good Cause or by the Executive For Good Reason After a Change In Control~~

~~Payments~~ that a ~~Named Executive Officer~~named executive officer would be entitled to receive ~~under~~upon termination or a ~~Change~~change in ~~Control~~control are not considered by the Compensation Committee when making annual compensation decisions for the ~~Named Executive Officers~~named executive officers and do not factor into decisions made by ~~the Company~~us regarding other compensation elements. ~~Rather, these provisions~~

The narrative discussion and tables below set forth the compensation payable to each named executive officer (or his beneficiaries, as applicable) upon a change in control or as a result of his termination of employment with us under various scenarios. The amounts shown in the tables are based on the assumption that the termination was effective as of January 31, 2015, the final day of 2014. The closing market price of our common shares on January 30, 2015, the final trading day of 2014, was $20.00. The actual amounts that would be payable in connection with a change in control or the termination of a named executive officer could only be determined at the time of the actual triggering event.

Upon termination, each participating named executive officer would receive his aggregate balance in our DC Plan, as is reflected in the “Aggregate Balance at Last Fiscal Year End” column of the Nonqualified Deferred Compensation table above. However, the named executive officers are not entitled to receive compensation for any unused vacation days upon termination.

Payments Upon Various Triggering Events at 2014 Fiscal Year-End

Termination by Us For Good Cause or Termination by Executive Without Good Reason

If we terminate a named executive officer for Good Cause (as defined below) or a named executive officer terminates his employment ~~agreements~~with us without Good Reason (as defined below), the executive will be entitled to receive any base salary earned and unpaid, and certain benefits accrued and unpaid, through the date of termination and will automatically forfeit any unvested restricted stock, performance shares, SARs, stock options or similar rights as of the date of termination.

Termination by Reason of Death, Disability or Retirement

If a named executive officer’s employment with us terminates as a result of his death, disability or retirement, (1) the executive will be entitled to receive any base salary earned and unpaid, and certain benefits accrued and unpaid, through the date of termination, (2) all unvested restricted stock, SARs, stock options or similar rights held by the executive will fully vest as of, and (in the case of SARs and stock options) be exercisable for one year following, the date of termination and (3) all unvested performance shares will vest at the target level and be payable to the executive.



Source of Payment	Mr. Glazer	Mr. Shein	Mr. Lawrence	Mr. Hunter	Mr. Parsons
Vesting of SARs ($)	—	—	—	2,567	—
Vesting of Restricted Stock ($)	2,244,340	350,000	1,332,500	423,500	400,000
Vesting of Performance Shares (at target level) ($)	3,267,000	537,340	1,860,840	549,160	—
Total ($)	5,511,340	887,340	3,193,340	975,227	400,000

Termination by Us Without Good Cause or Termination by Executive For Good Reason

If we terminate a named executive officer without Good Cause or a named executive officer terminates his employment with us for Good Reason, the named executive officer will be entitled to receive any base salary earned and unpaid, and certain benefits accrued and unpaid, through the date of termination, and the following:

severance in an amount equal to two times his base salary in the case of Mr. Glazer;

severance in an amount equal to one and one-half times in the case of Mr. Lawrence, and one times in the case of Mr. Shein, Mr. Hunter and Mr. Parsons, the aggregate of his (1) base salary plus (2) performance incentive bonus at the target level as in effect as of the date of termination;

the performance incentive bonus for the fiscal year in which the termination occurs prorated through the date of termination; provided, however, the named executive officer will not receive any portion of the performance incentive bonus unless our Board determines that the performance incentive bonus was earned and the executive would have been entitled to receive it had the termination not occurred;


•	in the case of Mr. Glazer, all unvested restricted stock held by him will fully vest as of the date of termination and all unvested performance shares at or above the 50^th percentile of achievement as of the termination date will vest on a prorated basis at the target level and be payable to him;

continuation of healthcare benefits to which the named executive officer is participating as of the date of termination for a period of 18 months in the case of Mr. Glazer and Mr. Lawrence and 12 months in the case of Mr. Shein, Mr. Hunter and Mr. Parsons from the date of termination, and

outplacement services for a period of 12 months from the date of termination up to a maximum of $15,000 ($10,000 in the case of Mr. Hunter).

In the following table, the benefits continuation amounts shown include the estimated premiums to be paid by us on behalf of the named executive officer for healthcare insurance.



Source of Payment	Mr. Glazer	Mr. Shein	Mr. Lawrence	Mr. Hunter	Mr. Parsons
Severance ($)	1,938,001	600,015	1,612,622	650,251	637,500
2014 Performance Incentive Bonus ($)	600,780	124,003	274,462	134,385	131,750
Vesting of Restricted Stock ($)	2,244,340	—	—	—	—
Vesting of Performance Shares (at target level) ($)	2,330,773	—	—	—	—
Healthcare Benefits ($)	58,798	19,906	32,545	23,580	15,819
Outplacement ($)	15,000	15,000	15,000	10,000	15,000
Total ($)	7,187,692	758,924	1,934,629	818,216	800,069

Change in Control - Termination Without Good Cause or Termination by Executive For Good Reason

If a change in control occurs, and during the period beginning six months before and ending 24 months after the change in control, we or our successor terminates the named executive officer’s employment without Good Cause or the named executive officer terminates his employment with Good Reason, the named executive officer will be entitled to receive any base salary earned and unpaid, and certain benefits accrued and unpaid, through the date of the change in control or termination, and the following:

severance in an amount equal to three times in the case of Mr. Glazer and Mr. Lawrence, and two times in the case of Mr. Shein, Mr. Hunter and Mr. Parsons, the aggregate of his (1) base salary plus (2) performance incentive bonus at the target level as in effect as of the date of the change in control or termination;

the performance incentive bonus for the fiscal year in which the termination occurs prorated through the date of termination;

all unvested restricted stock, SARs, stock options or similar rights will fully vest and all unvested performance shares will vest at the target level and be payable to him as of the date of the change in control;

continuation of healthcare benefits to which the named executive officer is participating as of the date of change in control or termination for a period of 36 months in the case of Mr. Glazer and Mr. Lawrence, and 24 months in the case of Mr. Shein, Mr. Hunter and Mr. Parsons, from the date of the change in control or termination;

outplacement services for a period of 12 months from the date of the change in control or termination up to a maximum of $15,000 ($10,000 in the case of Mr. Hunter); and

financial planning allowance for a period of 36 months in the case of Mr. Glazer and Mr. Lawrence, and 24 months in the case of Mr. Shein, Mr. Hunter and Mr. Parsons, from the date of the change in control or termination.

If any payment to the named executive officer due to a change in control subjects the executive to any excise tax, we will not pay to the executive a gross-up payment to compensate him for the amount of the excise tax.

The payments and benefits provided in connection with a change in control are intended to help provide us with continuity of management and continued focus on the business by senior management in the event of a ~~Change~~ change in control.

In ~~Control.~~the following table, the benefits continuation amounts shown include the estimated premiums to be paid by us on behalf of the named executive officer for healthcare insurance.

Name Severance Incentive
Bonus ($) Fringe
Benefits
($) (1) Max Outplacement
($) Max Financial
Planning ($) Deferred
Compensation ($) Stock Options, SARs,
Restricted Stock and
Performance Shares ($)
Mr. Glazer $5.7 million Amount earned and prorated through date of termination $61,943 Provided for up to 1 year with $15,000 maximum Provided for up to 3 years with $10,000 annual maximum (2) Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control.
Mr. Shein $1.1 million Amount earned and prorated through date of termination $46,398 Provided for up to 1 year with $15,000 maximum Provided for 2 years with $5,000 annual maximum (2) Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control.
Mr. Lawrence $3.2 million Amount earned and prorated through date of termination $56,980 Provided for up to 1 year with $15,000 maximum Provided for 3 years with $10,000 annual maximum (2) Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control.
Mr. Hunter $1.3 million Amount earned and prorated through date of termination $46,238 Provided for up to 1 year with $15,000 maximum Provided for 2 years with $5,000 annual maximum (2) Unvested Stock Options, SARs and Restricted Stock automatically vest; all Performance Shares are vested at target level and are payable to the Executive within 30 days of the effective date of the Change in Control.


~~(1)~~	~~The amount shown reflects the estimated premiums to be paid by the Company on behalf of the Named Executive Officer for medical, vision and dental insurance.~~


~~(2)~~	~~Please see the 2013 Nonqualified Deferred Compensation Table for these amounts.~~



Source of Payment	Mr. Glazer	Mr. Shein	Mr. Lawrence	Mr. Hunter	Mr. Parsons
Severance ($)	5,814,003	1,200,030	3,225,243	1,300,502	1,275,000
2014 Performance Incentive Bonus ($)	600,780	124,003	274,462	134,385	131,750
Vesting of SARs ($)	—	—	—	2,567	—
Vesting of Restricted Stock ($)	2,244,340	350,000	1,332,500	423,500	400,000
Vesting of Performance Shares (at target level) ($)	3,267,000	537,340	1,860,840	549,160	—
Healthcare Benefits ($)	117,596	39,811	65,091	47,159	31,638
Outplacement ($)	15,000	15,000	15,000	10,000	15,000
Financial Planning ($)	30,000	10,000	30,000	10,000	10,000
Total ($)	12,088,719	2,276,185	6,803,136	2,477,273	1,863,388

Change in Control - Without Termination

If a change in control occurs, all unvested restricted stock, SARs, stock options or similar rights will fully vest and all unvested performance shares will vest at the target level and be payable to the named executive officer as of the date of the change in control.



Source of Payment	Mr. Glazer	Mr. Shein	Mr. Lawrence	Mr. Hunter	Mr. Parsons
Vesting of SARs ($)	—	—	—	2,567	—
Vesting of Restricted Stock ($)	2,244,340	350,000	1,332,500	423,500	400,000
Vesting of Performance Shares (at target level) ($)	3,267,000	537,340	1,860,840	549,160	—
Total ($)	5,511,340	887,340	3,193,340	975,227	400,000

Change in Control Described

A “change in control” shall be deemed to have occurred:

on such date, within the 12-month period following the date that any one person, or more than one person acting as a group (as defined in §1.409A 3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that represents twenty-five percent (25%) or more of the combined voting power of our then outstanding securities (“Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (“Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;

as of the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (a) the then outstanding shares of our common stock or (b) the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of our stock, the acquisition of additional stock by the same person or persons shall not be considered to cause a change in control; or

5644

~~Payments Made Upon Termination~~acquisition by such person or persons) all, or substantially all, of our assets, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of ours in enforcing its rights or remedies against any of our assets in which such creditor holds a security interest. Provided further, a transfer of assets by us shall not be treated as a change in control if the ~~Company~~assets are transferred to: (1) a shareholder of ours (immediately before the asset transfer) in exchange for or with respect to its stock; (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by us; (3) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all our outstanding stock; or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in this paragraph. For purposes of this paragraph and except as otherwise provided in clause (1), a person’s status is to be determined immediately after the transfer of the assets.

Good Cause ~~or by the Executive without~~and Good Reason Defined

The following table shows the amounts payable to each of our currently employed Named Executive Officers assuming that we terminated him for Good Cause or that he terminated his employment without Good Reason on February 1, 2014.



~~Name~~	~~Severance~~	~~Incentive~~ ~~Bonus ($)~~	~~Fringe~~ ~~Benefits~~ ~~($)~~	~~Max Outplacement~~ ~~($)~~	~~Max Financial~~ ~~Planning ($)~~	~~Deferred~~ ~~Compensation ($)~~	~~Stock Options, SARs,~~ ~~Restricted Stock and~~ ~~Performance Shares ($)~~
~~Mr. Glazer~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	~~All unvested awards are forfeited.~~
~~Mr. Shein~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	~~All unvested awards are forfeited.~~
~~Mr. Lawrence~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	~~All unvested awards are forfeited.~~
~~Mr. Hunter~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	~~All unvested awards are forfeited.~~


~~(1)~~	~~Please see the 2013 Nonqualified Deferred Compensation Table for these amounts.~~

~~Payments Made Upon Retirement~~

~~The following table shows the amounts payable to each of our currently employed Named Executive Officers assuming that he retired as of February 1, 2014.~~



~~Name~~	~~Severance~~	~~Incentive~~ ~~Bonus ($)~~	~~Fringe~~ ~~Benefits~~ ~~($)~~	~~Max Outplacement~~ ~~($)~~	~~Max Financial~~ ~~Planning ($)~~	~~Deferred~~ ~~Compensation ($)~~	~~Stock Options, SARs,~~ ~~Restricted Stock and~~ ~~Performance Shares ($)~~
~~Mr. Glazer~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Shein~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Lawrence~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Hunter~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.

~~(1) Please see the 2013 Nonqualified Deferred Compensation Table for these amounts.~~

~~Payments Made Upon Death~~

~~The following table shows the amounts payable to each of our currently employed Named Executive Officers assuming that his employment was terminated as a result of death as of February 1, 2014.~~



~~Name~~	~~Severance~~	~~Incentive~~ ~~Bonus ($)~~	~~Fringe~~ ~~Benefits~~ ~~($)~~	~~Max Outplacement~~ ~~($)~~	~~Max Financial~~ ~~Planning ($)~~	~~Deferred~~ ~~Compensation ($)~~	~~Stock Options, SARs,~~ ~~Restricted Stock and~~ ~~Performance Shares ($)~~
~~Mr. Glazer~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Shein~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Lawrence~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Hunter~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.


~~(1)~~	~~Please see the 2013 Nonqualified Deferred Compensation Table for these amounts.~~

~~Payments Made Upon Disability~~

~~The following table shows the amounts payable to each of our currently employed Named Executive Officers assuming that his employment was terminated as a result of disability as of February 1, 2014.~~



~~Name~~	~~Severance~~	~~Incentive~~ ~~Bonus ($)~~	~~Fringe~~ ~~Benefits~~ ~~($)~~	~~Max Outplacement~~ ~~($)~~	~~Max Financial~~ ~~Planning ($)~~	~~Deferred Compensation ($)~~	~~Stock Options, SARs, Restricted Stock and Performance Shares ($)~~
~~Mr. Glazer~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Shein~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Lawrence~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.
~~Mr. Hunter~~	~~None~~	~~None~~	~~None~~	~~None~~	~~None~~	~~(1)~~	Unvested Stock Options, SARs and Restricted Stock fully vest and are exercisable within one year from termination date; all Performance Shares are vested at target level and are payable to the Executive.


~~(1)~~	~~Please see the 2013 Nonqualified Deferred Compensation Table for these amounts.~~

~~Timing of Payments~~

~~Thepaymentsreflected in the foregoing tables will be paid as follows:~~

~~Severance payment will be made to the executive in regular payroll payments throughout the severance period;~~

~~Incentive bonus payments will be made to the executive in a lump sum on or before April 1 following the end of the fiscal year in which the termination occurred;~~

~~Fringe Benefits will be provided in accordance with our standard policies and practices;~~

~~Outplacement payments will be made directly to the entity providing outplacement services following receipt of an invoice or statement from the entity providing the outplacement services;~~

~~Financial Planning reimbursements will be made in accordance with our or our successor’s policies and procedures; and~~

~~Deferred Compensation payments will be made in accordance with the provisions of the respective plan.~~

~~Termination~~

~~In General.~~ The Employment Agreements of our Named Executive Officers provide that if the Executive is terminated by us for Good Cause (as defined below), the Executive will be entitled to receive any base salary earned and unpaid, and certain fringe benefits accrued and unpaid, through the date of termination.

~~If the Executive is terminated by us without Good Cause or terminates his employment for Good Reason (as defined below), the Executive will be entitled to receive:~~


~~(i)~~	~~earned and unpaid Base Salary, and certain fringe benefits accrued and unpaid through the date of termination,~~


~~(ii)~~	an amount equal to two times in the case of Mr. Glazer, one and one-half times in the case of Mr. Lawrence, and one times in the case of Messrs. Shein and Hunter, the aggregate of (x) his Base Salary plus (y) the Incentive Compensation at the Target Rate (as defined below) in effect as of the date of termination,

~~(iii)~~

the Incentive Compensation for the fiscal year in which the termination occurs pro-rated through the date of termination; provided, however, the Executive will not receive any portion of the Incentive Compensation unless the Board determines that the Executive would have been entitled to receive any Incentive Compensation for the fiscal year in which the termination occurred as set forth in the Employment Agreement,


~~(iv)~~	continuation of medical and dental benefits to which the Executive is participating as of the date of termination for a period of 18 months in the case of Messrs. Glazer and Lawrence and 12 months in the case of Messrs. Shein and Hunter from the date of termination, and


~~(v)~~	~~payment of outplacement services for a period of 12 months from the date of termination with payments not to exceed $15,000.~~

If the Executive is terminated by us for Good Cause, the Executive will automatically forfeit any unvested stock options, Restricted Stock, SARs, or similar rights in the Company as of the date of termination.

If the Executive terminates his employment without Good Reason, the Executive will be entitled to receive any base salary earned and unpaid, and certain fringe benefits accrued and unpaid, through the date of termination, and the Executive will automatically forfeit any unvested stock options, Restricted Stock, SARs, or similar rights as of the date of termination.

~~Change in Control.~~ If a Change in Control (as defined below) occurs, and during the period beginning 6 months before and ending 24 months after the Change in Control, we or our successor terminates the Employment Agreement without Good Cause or the Executive terminates his employment with us or our successor with Good Reason, the

~~Executive will be entitled to receive any base salary earned and unpaid, and certain fringe benefits accrued and unpaid, through the date of the Change in Control or termination, and the following:~~


~~(i)~~	an amount equal to three times (two times in the case of Messrs. Shein and Hunter) the aggregate of the base salary plus the Incentive Compensation at the Target Rate in effect as of the date of the Change in Control or termination;


~~(ii)~~	~~the Incentive Compensation for the fiscal year in which the Change in Control or termination occurs pro-rated through the date of the Change in Control or termination;~~


~~(iii)~~	continuation of certain fringe benefits to which the Executive is participating as of the date of Change in Control or termination for a period of 36 months (24 months in the case of Messrs. Shein and Hunter) from the date of the Change in Control or termination;


~~(iv)~~	~~payment of outplacement services for a period of 12 months from the date of the Change in Control or termination with payments not to exceed $15,000; and~~


~~(v)~~	~~continuation of the financial planning allowance for a period of 36 months (24 months in the case of Messrs. Shein and Hunter) from the date of the Change in Control or termination.~~

In addition, all the Executive’s stock options, warrants or similar rights will immediately become fully and completely vested and exercisable as of the date of the Change in Control or termination and we or our successor shall be obligated to compensate the Executive for any options or rights the Executive does not exercise within 60 days of the date of the Change in Control or termination at the price and in the manner described in the Employment Agreement.

~~No Gross-Up Payments.~~ If any payment to the Executive due to a Change in Control subjects the Executive to any excise tax, we will not pay to the Executive a gross-up payment to compensate the Executive for the amount of the excise tax.

~~Defined Terms.~~ ~~Definitions forsome of the terms~~As used in this discussion, in the ~~order they are first used~~definitions for Good Cause and Good Reason are as follows:

“Good Cause”~~means (i)~~ means: (1) the ~~Executive’s~~named executive officer’s criminal conviction of a felony by a federal or state court of competent jurisdiction including any plea of guilty or no contest; ~~(ii)~~(2) a material and significant act of dishonesty by the ~~Executive~~named executive officer relating to ~~the Company; (iii)~~us; (3) a failure to comply with ~~the Company’s “Code~~our Code of Ethics and Business ~~Conduct” policy;~~Conduct; or ~~(iv)~~(4) the ~~Executive’s~~named executive officer’s failure to follow a direct, reasonable and lawful order from the ~~Company’s~~our Board within the reasonable scope of his position, which failure, if remediable, is not remedied within thirty ~~(30)~~ days after written notice to the ~~Executive.~~named executive officer.

“Good Reason” shall exist if, without the ~~Executive’s~~named executive officer’s express written consent, we: (1) materially reduce or decrease the ~~Company: (i) materially reduces or decreases the Executive’s~~named executive officer’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date of the Employment Agreement (or some subsequent higher level put into effect by the Board subsequent to the Effective Date of the Employment Agreement), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all ~~the Company’s~~of our other senior level ~~executives, (ii)~~executives; (2) willfully ~~fails~~fail to include the ~~Executive~~named executive officer in any incentive compensation plans, bonus plans, or other plans and benefits provided by ~~the Company~~us to other executive level ~~executives, (iii)~~executives; (3) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the ~~Executive’s~~named executive officer’s position from those in effect on the Effective Date of the Employment Agreement, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the ~~Executive’s~~named executive officer’s performance of assigned duties and ~~responsibilities, (iv)~~responsibilities; (4) hires an executive senior to the ~~Executive;~~named executive officer; or ~~(v) requires~~(5) require the ~~Executive~~named executive officer to ~~(A)~~(a) regularly perform the duties and responsibilities of his position at, or ~~(B)~~(b) relocate the ~~Executive’s~~named executive officer’s principal place of employment to, a location which is more than fifty ~~(50)~~ miles from the location of the ~~Executive’s~~named executive officer’s principal place of ~~employment as of the Effective Date of the Employment Agreement. Notwithstanding the above,~~employment. Good Reason shall not include the death, disability or voluntary retirement of the ~~Executive~~named executive officer or any other voluntary action taken by or agreed to by the ~~Executive~~named executive officer related to his or her position or ~~his~~ employment with us.

Timing of Payments

Thepayments provided in connection with the ~~Company or its Subsidiaries.~~

~~“Change in Control”~~ ~~shall~~termination events will be ~~deemed to have occurred:~~paid as follows:

~~(a)~~Severance payment will be made to the executive in regular payroll payments throughout the severance period;

Incentive bonus payments will be made to the executive in a lump sum on ~~such date within the 12-month period~~or around April 1 following the ~~date that any one person, or more than one person acting as a group (as defined in §1.409A 3(i)(5)(v)(B)~~end of the ~~Treasury Regulations), acquires ownership~~fiscal year in which the termination occurred;

Benefits will be provided in accordance with our standard policies and practices;

Outplacement payments will be made directly to the entity providing outplacement services following receipt of ~~stock that represents twenty-five percent (25%)~~an invoice or ~~more~~statement from the entity providing the outplacement services;

Financial planning reimbursements will be made in accordance with our or our successor’s policies and procedures; and

Deferred compensation payments will be made in accordance with the provisions of the combined voting power of the Company’s then outstanding securities (the “Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;DC Plan.

(b) as of the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Change in Control; or

(c) the date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company shall not be treated as a Change in Control if the assets are transferred to:


~~(i)~~	~~A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;~~


~~(ii)~~	~~An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;~~


~~(iii)~~	~~A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or~~

~~(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein.~~

~~For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.~~

~~“Incentive Compensation”~~ means compensation based upon the Company’s operating results for and the Executive’s performance during such fiscal year and such other performance objectives, targets and criteria for the Executive that the Board may establish and adjust for that fiscal year.

~~“Target Rate”~~ means the amount of Incentive Compensation calculated as a percentage of the Base Salary in effect during that fiscal year, which percentage shall be determined and may be adjusted by the Board based on the Company’s operating results, the Executive’s performance and other performance objectives.

~~2013~~ DIRECTOR COMPENSATION ~~TABLE~~

The following table provides information concerning the compensation of all persons who served as our Independent Directors during any part of Fiscal 2013 for their service as Directors during Fiscal 2013.

Name Fees Earned or Paid in Cash
($) (1) Stock
Awards
($) (2) Option
Awards
($) (3) Non-Equity
Incentive Plan Compensation
($) Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) (4) All Other
Compensation
($) Total
($)
Alan J. Barocas 69,000 100,001 — — — — 169,001
Gabrielle E. Greene 61,500 100,001 — — — — 161,501
Diane M. Ellis 63,500 100,001 — — — — 163,501
Earl J. Hesterberg 73,500 100,001 — — — — 173,501
Lisa R. Kranc 58,500 100,001 — — — — 158,501
William J. Montgoris 184,500 100,001 — — — — 284,501
C. Clayton Reasor 57,500 100,001 — — — — 157,501
David Y. Schwartz 81,000 100,001 — — (26,994) — 154,007
Ralph P. Scozzafava 64,500 100,001 — — — — 164,501

~~(1)~~

The amounts shown in this column reflect the amount of cash compensation earned in Fiscal 2013 for Board and committee service. Directors may elect to receive the Annual Retainer, the Chairman Retainer, Special Board Meeting Fees, Committee Meeting Fees, Committee Chairman Fees and such other compensation as the Board may deem appropriate, as the case may be, either (a) in restricted stock, deferred stock units ("DSU"), cash, or a combination of restricted stock, deferred stock units and cash at the time that such compensation is earned, or (b) in cash or restricted stock at a later date. Please see "Compensation of Directors" below.


~~(2)~~	The amounts shown in the column reflect the grant date fair value of stock awards granted in 2013 to the named Directors valued in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ~~("ASC Topic 718")~~ ~~and is equal to the closing market price of 4,417 shares on the date of grant.~~


~~(3)~~	~~No stock options were awarded to Directors in 2013.~~


~~(4)~~	~~The amounts shown reflect deferred compensation as well as the increase (decrease) in value related to the DSUs from dividends and changes in market price of our common stock.~~

~~Compensation of Directors~~

The compensation of our ~~Independent Directors~~non-employee directors is set by ~~the~~our Board at the recommendation of the Corporate Governance and Nominating Committee ~~(the~~(referred to as the “CGNC”) in this section). In developing its recommendations, the CGNC is guided by the following objectives: (1) compensation should fairly pay ~~Independent Directors~~non-employee directors for work required in a company our ~~size~~size; and (2) compensation should align the ~~Independent Directors’~~directors’ interests and the long-term interest of our shareholders. ~~The CGNC’s Director~~As requested by

the CGNC, its director compensation consultant prepares competitive compensation analyses regarding both the Peer Group and the broader market for similarly situated companies and advises the CGNC on the level and design of compensation programs for ~~the Independent Directors.~~non-employee directors. The ~~Chairman~~Chair of the CGNC works directly with the CGNC’s ~~Director~~director compensation consultant, if any, to determine the scope of the work needed to assist the CGNC in its decision making processes.

Directors are reimbursed for actual expenses they incur while attending, or otherwise participating in, Board meetings, committee meetings and ad hoc committee assignments.

Directors who are our full-time employees receive no additional compensation for serving on ~~the~~our Board. ~~Directors who are not our full-time employees~~Non-employee directors receive the ~~following compensation:~~compensation described below.

~~Annual~~Retainers and Fees

Board Retainer. ~~In Fiscal 2013, Directors~~

Non-employee directors received a ~~$50,000 Annual Retainer,~~$60,000 annual retainer for service on our Board, which was earned and paid pro rata over their term at the beginning of each month. The ~~Annual Retainer~~annual retainer is intended to compensate the ~~Director~~director for attendance at regularly scheduled quarterly Board meetings (including by teleconference) and up to two special meetings of our Board, as well as consultation and participation in ~~teleconference~~ meetings held for periodic ~~Board~~ updates.

Chairman Retainer.

In ~~Fiscal 2013 and in~~ addition to the ~~Annual Retainer,~~annual board retainer, the Chairman of the Board received a $125,000 retainer, ~~(the “Chairman Retainer”),~~ which was earned and paid pro rata over his term at the beginning of each month. The ~~Chairman Retainer~~retainer is intended to compensate the Chairman for the additional duties set forth in the Governance Guidelines.

Special Board Meeting Fee. ~~In Fiscal 2013, Directors~~

Beginning with the seventh meeting of our Board, directors received a ~~Special Board Meeting Fee~~special board meeting fee of $1,500 per meeting for their preparation and attendance at special meetings of ~~the~~our Board ~~(may be~~(including attendance by teleconference) called for the purpose of specific actions by ~~the~~our Board ~~(consents, resolutions, etc.)~~ and held at times other than in conjunction with regular quarterly meetings of ~~the~~our Board. No additional meeting fee was paid for attendance at regular quarterly ~~board~~Board meetings and the first two special Board meetings.

Committee Meeting Fees. ~~In Fiscal 2013, Directors~~

Non-employee directors received ~~(i)~~(1) a ~~Regular Committee Meeting Fee~~regular committee meeting fee of ~~$1,000~~$1,500 per meeting for their preparation and attendance at regular quarterly meetings of the ~~Committees~~committees on which they serve (including by teleconference), and ~~(ii)~~(2) a ~~Special Committee Meeting Fee~~special committee meeting fee of ~~$1,000~~$1,500 per meeting for (a) their preparation and attendance at ~~Committee~~committee meetings ~~(may be~~(including by teleconference) called for the purpose of specific actions by their ~~Committees (consents, resolutions, etc.)~~committees and held at times other than in conjunction with regular quarterly meetings of their ~~Committees,~~committees, and (b) their preparation and attendance at ~~“ad hoc” Board Committee~~ad hoc committee assignments held at times other than in conjunction with regular quarterly meetings of their ~~Committees~~committees or ~~the~~our Board. Non-committee members who voluntarily attend a committee meeting do not receive a fee.

Committee ~~Chairman~~Chair Fees. ~~In Fiscal 2013, the Chairman~~

The Chair of the Audit Committee received a ~~Committee Chairman Fee~~committee chair fee of ~~$17,500 per year; the Chairman~~$20,000. The Chair of the Compensation Committee received a ~~Committee Chairman Fee~~committee chair fee of ~~$15,000 per year; and the Chairman~~$15,000. The Chair of the Corporate Governance and Nominating Committees received a ~~Committee Chairman Fee~~committee chair fee of ~~$12,500 per year.~~$12,500. The ~~Committee Chairman Fee~~annual committee chair fee was earned and paid pro rata over the ~~Chairman’s~~Chair’s term at the beginning of each month.

Restricted Stock ~~Grants~~Awards

Initial Grant.

Upon a ~~Director’s~~non-employee director’s initial appointment or election, the ~~Director~~director will ~~be granted~~receive a restricted ~~shares of the Company’s common~~ stock award valued at $100,000, based on the closing price of ~~the Company’s stock~~our common shares on the date of ~~his or her~~ appointment or election, but ~~pro-rated~~prorated for the number of months the ~~Director~~director will serve until the next ~~Annual Meeting~~annual meeting of ~~Shareholders (the “Initial~~our shareholders (“Initial Grant”). For example, a ~~Director~~director initially appointed or elected three months after the last ~~Annual Meeting~~annual meeting of our shareholders would serve a term of nine months and would be entitled to a restricted ~~shares of the Company’s common~~ stock award valued at $75,000, ~~based on the closing price of the Company’s stock on the date of his or her appointment or election,~~ while a ~~Director~~director initially appointed or elected nine months after the last ~~Annual Meeting~~annual meeting of our shareholders would serve a term of three months and would be entitled to a restricted ~~shares of the Company’s common~~ stock award valued at ~~$25,000 based on the closing price of the Company’s stock on the date of his or her appointment or election.~~

$25,000. The Initial Grant will cliff vest on ~~a cliff basis, on~~ the ~~earliest~~earlier of ~~(i)~~ one year from the grant date ~~of grant~~ or ~~(ii)~~ the date of the first ~~Annual Meeting~~annual meeting of ~~the Company’s~~our shareholders following the ~~date of grant.~~grant date.

Reelection Grant.

Upon a ~~Director’s~~non-employee director’s reelection to ~~the~~our Board, the ~~Director~~director will be granted a restricted ~~shares of the Company’s common~~ stock award valued at $100,000, based on the closing price of ~~the Company’s stock~~our common shares on the date of ~~his or her~~ reelection ~~(the “Reelection~~(“Reelection Grant”). The Reelection Grant will cliff vest on ~~a cliff basis, on~~ the ~~earliest~~earlier of ~~(i)~~ one year from the grant date ~~of grant~~ or ~~(ii)~~ the date of the first ~~Annual Meeting~~annual meeting of ~~the Company’s~~our shareholders following the ~~date of grant.~~

grant date.



~~ITEM~~ (2 ~~– ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~)	The amounts shown in the column reflect the grant date fair value of stock awards granted in 2014 to the named directors valued in accordance with ASC 718 and is equal to the closing market price of 5,155 shares on the date of grant.


(3)	After seven years of dedicated service as a director, David Schwartz decided, for personal reasons, not to stand for reelection to our Board at the 2014 annual meeting of shareholders.

EQUITY COMPENSATION PLAN INFORMATION

~~In General~~

~~Section 14A~~The following table summarizes information as of January 31, 2015 relating to our: (1) Amended and Restated 2001 Equity Incentive Plan (“2001 Equity Plan”) and our Second Amended and Restated 2008 Equity Incentive Plan (“2008 Equity Plan”), under both of which our common shares are authorized for issuance to directors, officers and other key employees in the form of restricted stock, upon the exercise of stock options and SARs, and as the result of the ~~Securities Exchange Act~~vesting of ~~1934 provides that not less frequently than once every~~performance shares; and (2) Amended and Restated 2003 Non-Employee Director Compensation Plan (“2003 Director Plan”), under which our common shares are authorized for issuance to non-employee directors in lieu of all or a portion of their cash compensation if they so elect. The 2001 Equity Plan expired on June 3, years we must provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our Named Executive Officers as disclosed in our Proxy Statement in accordance with the compensation disclosure rules of the SEC. This vote is often referred to as a “Say-on-Pay” vote.2014.

Section 14A of the Securities Exchange Act of 1934 also provides that not less frequently than once every 6 years we must provide our shareholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to how frequently (1,



Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (1)	Weighted-average exercise price of outstanding options, warrants and rights ($) (2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
Plan category	(a)	(b)	(c)
Equity compensation plans approved by security holders:
2001 Equity Plan	38,000	15.92	—
2008 Equity Plan	380,525	16.55	2,700,985
2003 Director Plan (3)	—	—	225,000
Equity compensation plans not approved by security holders	—	—	—
Total	418,525	16.49	2,925,985

__________

(1)

Amounts in this column represent stock options and SARs outstanding under the 2001 Equity Plan and the 2008 Equity Plan. In addition, we had 598,003 shares of unvested restricted stock outstanding under the 2001 Equity Plan and 80,601 shares of unvested restricted stock outstanding under the 2008 Equity Plan. We also had 902,422 unvested performance shares outstanding under the 2001 Equity Plan and 4,584 unvested performance shares outstanding under the 2008 Equity Plan, which in each case represents the maximum number of common shares that may be earned under the outstanding performance share awards.


(2)	The weighted average remaining contractual life of these outstanding stock options and SARs is 0.2 years for the 2001 Equity Plan and 2.4 years for the 2008 Equity Plan. The weighted average remaining contractual life for the 2001 Equity Plan and the 2008 Equity Plan together is 2.2 years.


(3)	Shares granted under the 2003 Director Plan are solely for non-employee directors who elect to receive retainers or fees in restricted stock or deferred stock units in lieu of cash. We do not match or apply a premium to non-employee director compensation received in the form of equity.

ITEM 3 ~~years) we should seek future advisory votes on the compensation of our Named Executive Officers. This vote is often referred to as a “Frequency of Say-on-Pay” vote.~~: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

At the 2011 Annual Meeting of Shareholders, a majority of the votes cast by the shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by the shareholders, the Board decided that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our 2017 Annual Meeting of Shareholders. Therefore, weWe are asking our shareholders to approve ana non-binding, advisory resolution on the ~~Company’s~~compensation of our named executive ~~compensation~~officers as ~~reported~~disclosed in this Proxy ~~Statement.~~Statement (commonly referred to as a “Say-on-Pay Vote”). Our Board has adopted a policy providing for an annual Say-on-Pay Vote. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, our Board recommends that you vote FOR the following resolution:

RESOLVED, that the compensation paid to the named executive officers of Stage Stores, Inc., as disclosed in this Proxy Statement pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

As described above in the “Compensation Discussion and Analysis” section of this Proxy Statement (the “CD&A”), the ~~Compensation Committee has structured~~key objectives of our executive compensation program ~~to achieve the following key objectives:~~are to:

~~to enable~~

Enable us to ~~recruit,~~attract, motivate and retain the executive talent required to successfully ~~manage~~drive and grow our business and to achieve our ~~short~~short-term and long-term business objectives;

~~to maximize~~Maximize the long-term commitment of our executive officers to our success by providing compensation elements that align their interests ~~and~~with the interests of our shareholders ~~in that the~~by linking compensation elements ~~are~~ directly ~~related~~ to financial metrics that the Committee believes influence the creation of long-term shareholder value; and

~~to reward~~Reward our executive officers upon the achievement of short-term and long-term business objectives and enhanced shareholder value.

We urge our shareholders to read the ~~“Compensation Discussion and Analysis” beginning on page 23 of this Proxy Statement,~~CD&A, which describes in greater detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and ~~narratives, appearing on pages 45 through 67,~~narrative included in the “Executive Compensation” section of this Proxy Statement, which provide detailed information on the compensation of our ~~Named Executive Officers.~~named executive officers. The Compensation Committee and ~~the~~our Board believe that the policies and procedures articulated in the ~~“Compensation Discussion and Analysis”~~CD&A are effective in achieving our goals and that the compensation of our ~~Named Executive Officers~~named executive officers reported in this Proxy Statement has contributed to ~~the Company’s~~our recent and long-term success.

~~Most Recent Say-On-Pay Vote~~

At the 2013 Annual Meeting of Shareholders, approximately 99% of the votes cast by our shareholders voted, on an advisory basis, to approve the compensation paid to the Company’s Named Executive Officers in Fiscal 2012 as disclosed in the 2013 Proxy Statement pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion (the “2013 Say-on-Pay Vote”). The Committee and the Board believe that the 2013 Say-on-Pay Vote confirmed shareholder support for the Company’s executive officer compensation policies and decisions. As a result our approach to Fiscal 2013 policies and decision making approach remained consistent with our Fiscal 2012 approach.

~~Fiscal 2013~~2014 Overview

~~Strategy.~~ ~~The Company’s~~Our strategy for ~~Fiscal 2013~~2014 was to build on ~~its 2012~~our prior year achievements and to pursue meaningful sales and earnings growth. ~~Fiscal 2013 contained 52 weeks, while~~Reflecting the ~~Company’s fiscal year ended February 2, 2013 (“Fiscal 2012”) contained 53 weeks. The Company~~successful implementation of our business strategy, we achieved the following results in ~~Fiscal 2013:~~2014:

Financial ~~Results~~Highlights

~~Total~~Net sales ~~were $1.634 billion versus $1.646 billion for Fiscal 2012, a decrease of approximately 1%~~increased $29.1 million, or 1.8%, ~~but still the second highest total sales in the Company’s history.~~to $1.64 billion.

Comparable ~~store~~ sales, ~~decreased 1.5%~~including direct-to-consumer sales, increased 1.4%.

Direct-to-consumer sales increased $7.7 million, or 25.7%, ~~while on a shifted basis which excludes~~to $38.8 million, the ~~first week of 2012, comparable store sales decreased 1.1%.~~highest in our history.

Gross profit ~~margin was 26.4% versus 27.9% in Fiscal 2012.~~

~~Selling general and administrative expense was 24.4% of revenue versus 23.9% on Fiscal 2012.~~

~~Earnings were $16.6~~increased $13.3 million, or ~~$0.51 per diluted share, compared to earnings of $38.2~~3.1%.

Generated $102.2 million or $1.19 per diluted share, for Fiscal 2012. Adjusting for charges related to the South Hill Consolidation, asset impairment charges related to the Steele's off price division and the Steele's results of operations, adjusted earnings were $40.0 million, or $1.22 per share as compared to adjusted earnings in ~~Fiscal 2012 of $46.3 million, or $1.44 per share.~~

~~Direct-To-Consumer sales (eCommerce) increased by $7.0 million to $30.0 million, an~~cash from operating activities, a 119.7% increase ~~of 31% over Fiscal 2012.~~

~~For the one-year period ended February 1, 2014, the Company had a total shareholder return (“TSR”) of (11.72%), including the reinvestment of dividends. However,~~ over the ~~three-year period ended February 1,~~prior year.

In August 2014, ~~annualized TSR was 34.06%, including the reinvestment of dividends.~~

~~The Company~~we increased ~~its~~our quarterly dividend rate by ~~25%~~12.0% to $0.14 per common share.

Pre-tax earnings from continuing operations were $60.7 million, compared to pre-tax earnings from continuing operations of $40.6 million for 2013, including the impact of the South Hill Consolidation.

TSR, as calculated under the terms of our performance share awards, was 13.4% for 2014, and was 49.6% for the three year period ended January 31, 2015 (see the “Overview of 2014 Executive Compensation - Long-Term Incentives” section of the CD&A for additional information regarding the TSR calculation in connection with our performance share awards).

~~Operational Results~~Strategic Highlights

~~The Company opened 28 traditional~~To enhance our focus on our core specialty department store business, we completed the sale of our off-price concept Steele’s in the first quarter of 2014.

We continued to grow our cosmetics business with the installation of Estee Lauder counters in 75 stores and ~~one Steele’s~~Clinique counters in 76 stores, ~~during Fiscal 2013~~ and ~~had~~we now have Estee Lauder and/or Clinique counters in over 300 stores.

We refined our assortments with updated styles, new brands, additional categories within existing brands, and extended existing brands to additional stores.

We implemented store-level mark down optimization and continued to make progress on size pack optimization.

We re-launched our home category with a ~~net increase~~focus on offering a highly curated selection of 19kitchen, textile and gift assortments.

We continued to install new fixtures in our stores ~~growing from 864 stores~~to improve product presentation and the shopping experience. New fixtures are now in ~~40 states to 883 stores in 40 states.~~approximately 20% of our stores.

The South Hill Consolidation was completed in June 2013, resulting in ongoing annual total savings of $5 million in payroll and benefits, not including savings in margin from increased purchasing power and simplified processes.

~~The tough retail environment also heightened the need to reduce the Company’s cost structure by an additional $5 million. Therefore, approximately 50 positions were eliminated in November.~~

~~The Company added several high profile brands across merchandise categories.~~

~~The Company increased its private label credit card penetration rate by 290 basis points.~~We opened 18 new stores.

Non-Binding Nature of Vote

This ~~shareholder~~ vote on executive compensation is advisory, ~~and non-binding~~which means that the vote is not binding on ~~the~~our Board, ~~or the Company in any way. Although non-binding,~~ the Compensation Committee or us. Although non-binding, our Board and the ~~Board~~Compensation Committee will continue to consider the results of ~~the most recent shareholder advisory vote on executive compensation~~Say-on-Pay Votes in determining ~~compensation policies and decisions concerning Named Executive Officers.~~future executive compensation.

Required Vote; Broker Discretionary Voting Not Permitted

The affirmative vote of a majority of the ~~shares presented or represented and entitled to vote either in person or by proxy~~votes cast is required to approve this advisory resolution. Broker discretionary voting of uninstructed shares is not permitted for a shareholder vote on executive compensation.

~~Approval of Compensation Paid to the Company’s Named Executive Officers~~

~~As required by Section 14A of the Exchange Act, we are asking shareholders to vote on the following advisory resolution at the Annual Meeting:~~OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ABOVE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

~~RESOLVED~~ITEM 4, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

~~Recommendation of the Board~~

~~Your Board of Directors recommends a vote “FOR” the advisory resolution.~~



~~ITEM 3 – RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT~~ ~~REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014~~

~~In General~~AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015

The Board has approved the Audit ~~Committee's~~Committee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for ~~our 2014 Fiscal Year ("Fiscal 2014").~~2015. This selection is being presented to the shareholders for their ratification. Proxies solicited by the Board will, unless otherwise directed, be voted to ratify the ~~selection~~appointment by the Board of Deloitte & Touche LLP as our independent registered public accounting firm for ~~Fiscal 2014.~~ 2015.

Deloitte & Touche LLP has been our independent ~~auditor~~registered public accounting firm since ~~our 2001 Fiscal Year.~~2001. The Board has been advised by Deloitte & Touche LLP that it is an independent registered public accounting firm with respect to ~~the Company~~us within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

A representative of Deloitte & Touche LLP ~~is expected to~~will be present at the Annual ~~Meeting. He or she will have the opportunity~~Meeting to respond to appropriate questions and to make a statement if heso desired.

The affirmative vote of a majority of the shares present or ~~she so desires,~~represented and ~~will be available~~entitled to ~~respond~~vote either in person or by proxy is required to ~~appropriate questions during~~ratify the ~~meeting. For additional information regarding our relationship with~~selection of Deloitte & Touche LLP.

OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING RESOLUTION RATIFYING OUR APPOINTMENT OF AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

RESOLVED, that the appointment of Deloitte & Touche LLP, ~~please refer to~~as the ~~Audit Committee Report below.~~

~~Principal Accountant Fees and Services~~

~~The Audit Committee selected, and we retained, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the "Deloitte Entities"), as our~~ independent registered public accounting firm ~~to audit our consolidated financial statements~~ for ~~Fiscal 2013 and Fiscal 2012. We understand the need~~Stage Stores, Inc. for the Deloitte Entities to maintain objectivity and independence in their audit of our financial statements and internal controls. We do not use the Deloitte Entities for internal audit work and will only use the Deloitte Entities for non-audit work when the Audit Committee concludes that the Deloitte Entities are the most appropriate provider of that service. The Audit Committee annually evaluates whether our use of the Deloitte Entities for non-audit services2015 is ~~compatible with the Deloitte Entities' independence.~~hereby RATIFIED.

~~The aggregate fees billed by the Deloitte Entities in 2013 and for 2012 for these various services were as follows:~~AUDIT COMMITTEE MATTERS

Description of Professional Service Amount Billed
Fiscal 2013 Fiscal 2012
Audit Fees are fees for (i) the audit of our annual financial statements, (ii) review of financial statements in our quarterly reports on Form 10-Qs, (iii) the audit of the effectiveness of our internal control over financial reporting, and (iv) for services that are provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
$1,044,000 $1,014,200
Audit-Related Fees are for professional services rendered in connection with the application of financial accounting and reporting standards, as well as acquisition related matters.
— —
Tax Fees are fees for compliance, tax advice, and tax planning.
— —
All Other Fees are fees for any service not included in the first three categories. Indicates fees for services related to the audit of the financial statements of our Nonqualified Deferred Compensation Plan (Senior Executives) (the “Plan”), which are included in the Plan’s Annual Report on Form 11-K. All services were approved by the Audit Committee.
$23,700 $18,300

Pre-Approval Policies

The Audit Committee has the direct responsibility to select, retain, terminate, determine compensation and oversee the work of our independent registered public accounting firm. Pre-approval by the Audit Committee is required for any engagement of our independent registered public accounting firm and the Audit Committee has established the following pre-approval policies and procedures. Annually, the Audit Committee pre-approves services to be provided by our independent registered public accounting firm. The Audit Committee also considers the engagement of our independent registered public accounting firm to provide other services during the year. Requests for approval are submitted to the Audit Committee by our management. Requests are required to include an adequate explanation of the services in sufficient detail for the Audit Committee to determine whether the request is consistent with the SEC's rules on auditor independence. In determining whether to approve the engagement of our independent registered public accounting firm, the Audit Committee considers whether such service is consistent with the ~~independence of the registered public accounting firm.~~SEC’s rules on auditor independence. The Audit Committee also considers the amount of audit related fees in comparison to all other fees paid to the registered public accounting firm and reviews such comparison each year.

Principal Accountant Fees and Services

The fees billed to us by Deloitte & Touche LLP, our independent registered public accounting firm during the two most recently completed fiscal years, were as follows:



($ in thousands)	2014 ($)	2013 ($)
Audit Fees (1)	1,024	1,044
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees (2)	19	24
Total Fees	1,043	1,068

__________

(1)

Audit fees for fiscal 2014 and fiscal 2013 consisted of fees for (a) the audit of our annual financial statements, (b) review of financial statements in our quarterly reports on Form 10-Qs, (c) the audit of the effectiveness of our internal control over financial reporting, and (d) services that are provided by the independent registered public accounting firm in connection with statutory and regulatory filings.


(2)	All other fees for fiscal 2014 and fiscal 2013 consisted of fees for services related to the audit of the financial statements of our nonqualified DC Plan, which are included in the DC Plan’s Annual Report on Form 11-K. All services were approved by the Audit Committee.

Audit Committee Report

The Audit Committee has reviewed and discussed the ~~Company's~~ audited financial statements for fiscal 2014 with management ~~which has primary responsibility for the financial statements,~~ and ~~with the Company's~~our independent registered public accounting firm, Deloitte & Touche LLP, which is responsible for expressing an opinion on whether the consolidated financial statements present fairly, in all material respects, the Company's financial position, results of operations and the related cash flows in conformity with accounting principles generally accepted in the United States of America and whether the Company maintained, in all material respects, effective internal control over financial reporting based on criteria established in ~~Internal Control – Integrated Framework (1992)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission.~~

LLP. The Audit Committee met regularly with Deloitte & Touche LLP and the Company's internal audit staff, with and without management present, to discuss the results of their audits, management's assessment of the Company's internal control over financial reporting, Deloitte & Touche LLP's opinions regarding the Company's internal control over financial reporting, and the overall quality of the Company's financial reporting. The Audit Committee also reviewed Management's Report on Internal Control Over Financial Reporting contained in the Company's Annual Report on Form 10-K for the year ended February 1, 2014 as filed with the SEC, as well as Deloitte & Touche LLP's Report of Independent Registered Public Accounting Firm included in the same Annual Report on Form 10-K related to its audits of (i) the Company's consolidated financial statements, and (ii) the effectiveness of internal control over financial reporting.

~~The Audit Committee~~has discussed with Deloitte & Touche LLP the matters ~~that are~~ required to be discussed ~~under AU Section 380, "Communication with Audit Committees~~"by Auditing Standard No. 61, as amended, as adopted by the Public Company Accounting Oversight ~~Board. The Audit Committee also discussed with internal audit and management any significant matters as a result of the internal audit work.~~

Board Rule 3200T. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche ~~LLP's~~LLP’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence. ~~The Audit Committee has concluded that Deloitte & Touche LLP did not provide any prohibited non-audit services to the Company and its affiliates.~~

Based on ~~the review~~these reviews and discussions, ~~referred to above,~~the undersigned members of the Audit Committee recommended to the Board that ~~the Company's~~our audited financial statements for fiscal 2014 be included in ~~the Company's Annual Report on~~our Form 10-K ~~for Fiscal 2013~~ for filing with the SEC. ~~The Audit Committee also selected Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal 2014.~~

~~This Audit Committee Report is provided by the following Independent Directors, who constitute all of the members~~Members of the Audit ~~Committee:~~Committee

~~David Y. Schwartz (Chairman)~~Ralph P. Scozzafava, Chair

Elaine D. Crowley

Diane M. Ellis

Gabrielle E. ~~Greene~~Greene-Sulzberger

William J. Montgoris

~~Ralph P. Scozzafava~~ADDITIONAL INFORMATION

~~Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm For Fiscal 2014~~

Deloitte & Touche LLP has been selected by the Audit Committee as the independent registered public accounting firm for the Company and its subsidiary for Fiscal 2014. Consequently, the Board has approved the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal 2014.

~~Your Board of Directors recommends a vote FOR the following proposal:~~

~~RESOLVED that the selection of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm for Fiscal 2014, is hereby ratified.~~



~~SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS~~

The following tables provide information as of February 1, 2014 concerning (i) our Amended and Restated 2001 Equity Incentive Plan (the “2001 Plan”) and our Second Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”), under both of which our common stock is authorized for issuance to officers, Directors and other key employees in the form of Restricted Stock, upon the exercise of stock options and stock appreciation rights (SARs) granted to them, and as the result of Performance Shares granted to them, and (ii) our Amended and Restated 2003 Non-Employee Director Compensation Plan (the “2003 Director Plan”), under which our common stock is authorized for issuance to non-employee Directors in lieu of all or a portion of their cash compensation if they so elect.

~~AS OF FEBRUARY 1, 2014~~

Plan category Number of securities to
be issued upon exercises
of outstanding options,
warrants and rights (a) Weighted-average
exercise price of
outstanding options,
warrants and rights (b) Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a)) (c)
Equity compensation plans approved by security holders:
2001 Plan (1) 349,676
(2) $18.56 506,318

2008 Plan 715,175
(2) $15.53 2,640,846

2003 Director Plan 11,351
(3) —
(4) 213,649
(5)
Equity compensation plans not approved by security holders None
None
None

Total 1,076,202
$16.52 3,360,813


~~(1)~~	The number of securities remaining available for future issuance under the 2001 Plan has been reduced to reflect an aggregate of 378,100 shares at the Target Number that may be issued as a result of the grant of Performance Shares and 649,900 shares of restricted stock issued under the 2001 Plan and 2,559 shares of restricted stock under the 2008 Plan.


~~(2)~~	The weighted average remaining contractual life of these outstanding options and SARs is 0.6 years for the 2001 Plan and 3.37 years for the 2008 Plan. The weighted average remaining contractual life for the 2001 Plan and the 2008 Plan together is 2.46 years.

~~(3)~~

Reflects Deferred Stock Units ("DSUs") issued under the 2003 Director Plan. The number of DSUs credited to a Director's account is computed by dividing (i) the amount of compensation the Director has elected to defer by (ii) the average of the high and low prices of the Company's stock for the five trading days prior to the first day of the term of the Director during which the election has been made. An election, once made, is irrevocable for the applicable period to which it relates. The number of shares of common stock to be distributed to a Director will be equal to the number of DSUs credited to a Director's account.


~~(4)~~	~~Not applicable.~~


~~(5)~~	Shares granted under the 2003 Director Plan are solely for non-employee Directors that elect to receive their fees or retainers in DSUs in lieu of cash. There is no Company match or premium applied to compensation received in the form of equity.



~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and executive officers (“Reporting Persons”) to file reports with the SEC disclosing their ownership and changes in their ownership of our common stock. Copies of these reports must also be furnished to us.

Based solely upon our review of the copies of reports furnished to us and written representations that no other reports are required, we believe that all of our Directors and executive officers made all required filings during Fiscal 2013 on a timely basis except for the following Form 4s, all of which were filed by the Company on behalf of the Reporting Persons (officers) in Fiscal 2013:

Reporting Person
Transaction
Date

Form 4
Due Date

Form 4
Filing Date

Days
Late*

Shares in
Transaction
Explanation
Michael Glazer April 8 April 10 April 16
4 5,636
(1)
Ron Lucas April 8 April 10 April 16
4 757
(1)
Edward Record April 11 April 15 April 16
1 4,195
(2)
Steven Hunter April 11 April 15
April 16
1 1,119
(2)
Ron Lucas April 11 April 15
April 16
1 140
(2)
Michael Glazer July 2 July 5 July 8 1 160
(1)
Ron Lucas July 2 July 5 July 8 1 34
(1)
Michael Glazer December 18 December 20 December 26 3 72
(1)
Ron Lucas December 18 December 20 December 26 3 192
(1)
Edward Record December 18 December 20 December 26 3 20
(1)
Russ Lundy II December 18 December 20 December 26 3 12
(1)
Richard Stasyszen December 18 December 20 December 26 3 25
(1)

* Business days

(1) These shares were acquired pursuant to the Company’s Deferred Compensation Plan (the “Plan”). The delay in filing was due to the delay in receiving the transaction details from the Trustee of the Plan, who is not affiliated with the Company.

~~(2) These shares reflect the payment of tax liability by withholding shares incident to the vesting of Restricted Stock. The delay in filing was due to a delay in the transfer of shares.~~



~~ADDITIONAL INFORMATION~~

~~Voting Securities~~

Shareholders of record at the close of business on the Record Date (April 17, 2014), will be eligible to vote at the Annual Meeting. The voting securities of the Company consist of its $0.01 par value common stock. On the Record Date, there were 31,693,850 shares of our common stock, par value $0.01, outstanding and entitled to vote at the Annual Meeting. In addition, on the Record Date, holders of 450,978 shares of unvested Restricted Stock are entitled to vote at the Annual Meeting. Each share outstanding and each share of unvested Restricted Stock on that date will be entitled to one vote. Treasury shares are not voted. Individual votes of shareholders are kept private, except as appropriate to meet legal requirements. Access to proxies and other individual shareholder voting records is limited to the independent Inspector of Election and certain employees of the Company and its agents who must acknowledge in writing their responsibility to comply with this policy of confidentiality.

~~Vote Required for Approval~~

~~Item 1 - Election of Directors.~~ Pursuant to our Amended and Restated ByLaws and Section 78.330 of the Nevada Revised Statutes, the nominees receiving the nine highest vote totals (a plurality) of the votes cast at the Annual Meeting in person or by proxy will be elected as Directors.

~~Item 2 - Advisory Resolution to Approve Executive Compensation.~~ This shareholder vote on executive compensation is advisory and non-binding on the Board or the Company in any way. The affirmative vote of a majority of the shares presented or represented and entitled to vote either in person or by proxy is required to approve this advisory resolution.

~~Item 3 - Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2014.~~ ~~The affirmative vote of a majority of the shares presented or represented and entitled to vote either in person or by proxy is required to approve this proposal.~~

~~Other Matters.~~ ~~All other matters require for approval the favorable vote of a majority of shares voted at the Annual Meeting in person or by proxy.~~

~~Abstentions.~~ ~~Abstentions, if any, will not be counted as votes cast. Therefore, they will have no effect on the outcome of the other matters to be voted on at the Annual Meeting.~~

~~Broker Discretionary Voting Not Permitted~~

Broker discretionary voting of uninstructed shares is not permitted for a shareholder vote on any matter other than Item 3 (Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2014).

~~Broker Non-Vote~~

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the NYSE.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on Item 3 (Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2014) even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on Items 1 (Election of Directors) and 2 (Advisory Resolution to Approve Executive Compensation) without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on those matters. ~~Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares~~.

~~Manner for Voting Proxies~~

The shares represented by all valid proxies received by mail, or submitted by telephone or the Internet will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies received will be voted: FOR Items 1 (Election of Directors), 2 (Advisory Resolution to Approve Executive Compensation) and 3 (Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2014). Should any matter not described above be properly presented at the Annual Meeting, the persons named in the Proxy Card will vote in accordance with their judgment.

~~Voting in Person at the Annual Meeting~~

We encourage shareholders to submit proxies in advance by telephone, by the Internet, or by mail. Shareholders may also vote in person at the Annual Meeting, or may execute a proxy designating a representative to vote for them at the meeting. If your shares are held in street name and you wish to have your shares voted for Items 1 (Election of Directors) and 2 (Advisory Resolution to Approve Executive Compensation), you must either (i) instruct your broker how to vote your shares, (ii) vote your shares by phone or the Internet, or (iii) bring a brokerage statement, written proxy from your broker, or other proof of ownership of the Company’s common stock as of the Record Date with you to the Annual Meeting.

~~Other Matters to be Presented~~

The Board knows of no other matters which may be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, including any adjournment or adjournments thereof, proxies received in response to this solicitation will be voted upon such matters in the discretion of the person or persons named in the Proxy Card.

~~Solicitation of Proxies~~

Proxies will be solicited on behalf of the Board by mail or in person, and all solicitation costs will be paid by the Company. Upon written request, copies of this Proxy Statement, the Proxy Card and our Annual Report for Fiscal 2013 will be furnished to holders of record, as well as to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners, and we will reimburse such holders for their reasonable expenses. AST Phoenix Advisors has been retained to assist in soliciting proxies at a fee of $7,000 plus reasonable out-of-pocket costs.

~~Shareholders of Record Requesting Copies of the Company’s 2013~~ Annual Report on Form 10-K

A copy of our ~~2013~~2014 Annual Report on Form 10-K will be furnished without charge to shareholders ~~beneficially or of record~~ at the close of business on April ~~17, 2014, on~~13, 2015, upon written request to ~~Bob Aronson, Vice President,~~Stage Stores, Inc., Attn: Investor Relations, at 10201 Main Street, Houston, TXTexas 77025. Our 2014 Annual Report on Form 10-K may also be accessed in the Investor Relations section of our website (www.stagestoresinc.com) under the “SEC Filings” caption.

Electronic Access to Proxy Statement and Annual Report

This Proxy Statement, our Annual Report to Shareholders for ~~Fiscal 2013~~2014 and our Annual Report on Form 10-K for ~~Fiscal 2013~~2014 are available to review at www.envisionreports.com/SSI for registered shareholders ~~of record~~ and at www.edocumentview.com/SSI for beneficial ~~owners.~~shareholders. This Proxy Statement ~~(DEF 14A)~~ and our Annual Report on Form 10-K for ~~Fiscal 2013~~2014 are also available on the SEC’s EDGAR database located at ~~www.sec.gov~~.www.sec.gov.

Documents Available in Print

In addition to being posted with printer friendly versions onin the Investor ~~Relations/Corporate Governance site on~~Relations section of our website (~~www.stagestoresinc.com)~~,(www.stagestoresinc.com) under the “Corporate Governance” caption, the charters of our Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee, ~~Charters,~~ our ~~Corporate~~ Governance Guidelines, our Code of Ethics for Senior Officers, and our Code of Ethics and Business Conduct are available in print to any shareholder who requests them. Written requests should be made to ~~Bob Aronson, Vice President,~~Stage Stores, Inc., Attn: Investor Relations, at 10201 Main Street, Houston, TXTexas 77025.

Solicitation of Proxies

This solicitation of proxies is made by and on behalf of our Board. In addition to mailing the Notice of Internet Availability (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Shareholders and the proxy card) to shareholders of record on the record date, the brokers and banks holding our common shares for beneficial holders must, at our expense, provide our proxy materials to persons for whom they hold our common shares in order that such common shares may be voted. Solicitation may also be made by our officers and regular employees personally or by telephone, mail or electronic mail. Officers and employees who assist with solicitation will not receive any additional compensation. The cost of the solicitation will be borne by us. D.F. King & Co. has been retained to assist in soliciting proxies at an estimated fee of $7,000 plus reasonable out-of-pocket expenses.

Shareholder Proposals

Shareholder proposals intended to be presented at our 2016 annual meeting of shareholders must be received by our corporate secretary at our principal executive offices on or before January 4, 2016 to be eligible for inclusion in our 2016 proxy statement and form of proxy. Such proposals must be submitted in accordance with Rule 14a-8 of the Exchange Act. If a shareholder intends to present a proposal at our 2016 annual meeting of shareholders without inclusion of that proposal in our 2016 proxy materials and written notice of the proposal is not received by our corporate secretary at our principal executive offices on or before March 17, 2016, or if we meet other requirements of the SEC rules, proxies solicited by our Board for our 2016 annual meeting of shareholders will confer discretionary authority on the proxy holders named therein to vote on the proposal at the meeting. Proposals and notices of intention to present proposals should be addressed to our corporate secretary as follows: Chadwick P. Reynolds, Secretary, Stage Stores, Inc., 10201 Main Street, Houston, Texas 77025.

OTHER MATTERS

As of the date of this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting other than Item 1, Item 2, Item 3 and Item 4 described above. If any other matter is properly brought before the Annual Meeting, including any adjournment or adjournments thereof, common shares represented by proxies received in response to this solicitation will be voted on such matter in accordance with the recommendation of our Board.

By Order of the Board of Directors,

Chadwick P. Reynolds

Senior Vice President,

Chief Legal Officer and Secretary

May 1, 2015

Houston, Texas

7652

This Page Intentionally Left Blank

7753

EXHIBIT A: STAGE STORES EXECUTIVE PERFORMANCE INCENTIVE BONUS PLAN

1.EFFECTIVE DATE

Subject to approval by the Company’s shareholders, this Plan is effective as of the Effective Date.

2.PURPOSE

The Plan is designed to assist the Company and its Affiliates in attracting, retaining and motivating employees; align Participants’ interests with those of the Company’s shareholders; and qualify compensation paid to Participants who are Covered Associates as “qualified performance-based compensation” within the meaning of Section 162(m) of the IRC or a successor provision.

3.DEFINITIONS


3.01.	“Affiliate” means any person with whom the Company would be considered a single employer under IRC Section 414(b) or (c).


3.02.	“APB” means Accounting Principles Board Opinion.


3.03.	“ASC” means the Accounting Standards Codification.


3.04.	“Base Salary” means a Participant’s actual annualized gross salary rate (currently known as regular pay) in effect on the Determination Date. Such salary shall be before: (a) deductions for taxes and benefits; and (b) deferrals of salary pursuant to Company-sponsored plans.


3.05.	“Beneficiary” means the person or persons entitled to receive the interest of a Participant in the event of the Participant’s death.


3.06.	“Board” means the Board of Directors of the Company.


3.07.	“Bonus” means a payment subject to the provisions of this Plan.


3.08.	“Change in Control” shall be deemed to have occurred:

(a)

on such date, within the 12-month period following the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (the “Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;

(b)

as of the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of Common Stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Change in Control; or

(c)

on the date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company shall not be treated as a Change in Control if the assets are transferred to:


(i)	A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;


(ii)	An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;


(iii)	A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or


(iv)	An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein.

For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

3.09.

“Committee” means the Compensation Committee of the Board, which shall consist of not less than three (3) members of the Board each of whom is a “non-employee director” as defined in Securities and Exchange Commission Rule 16b-3(b)(3)(i), or as such term may be defined in any successor regulation under Section 16 of the Exchange Act. In addition, each member of the Committee shall be an “outside director” within the meaning of IRC Section 162(m). For any sections of this Plan that require action by the Committee, “Committee” means at least a majority of the members of the Compensation Committee of the Board. Any action taken by a majority (but not less than three (3)) of the “outside directors” (within the meaning of IRC Section 162(m)) of the Board to ratify or approve an action by the Committee shall be deemed to be an action by the Committee for purposes of this Plan.


3.10.	“Common Stock” means the common stock of the Company, its successors and assigns.


3.11.	“Company” means Stage Stores, Inc., a Nevada corporation, its successors and assigns and any corporation which shall acquire substantially all its assets.


3.12.	“Covered Associate” means any Participant who is expected to be a “covered employee” (in the Fiscal Year the Bonus is expected to be payable) as defined in IRC Section 162(m) and the regulations thereunder.


3.13.	“Determination Date” means as to a Requisite Service Period: (a) the first day of the Requisite Service Period; or (b) such other date set by the Committee provided such date will not jeopardize the Plan’s Bonus as qualified performance-based compensation under IRC Section 162(m).


3.14	“Effective Date” means March 26, 2015.


3.15.	“Eligible Position” means an employment position with the Company or an Affiliate which provides the employee in the position the opportunity to participate in the Plan, subject to the Committee’s determination of Eligible Positions and Participants.


3.16.	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


3.17.	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


3.18.	“FASB” means the Financial Accounting Standards Board.


3.19.	“FIN” means the FASB Interpretations.

3.20.

“Final Pre-Establishment Date” means the last day a performance condition may be considered pre-established under IRC Section 162(m). As of the Effective Date, a performance objective shall be considered pre-established if the Committee establishes the performance goal in writing not later than 90 days after the commencement of the Requisite Service Period (or before 25% of the Requisite Service Period has elapsed) and when the outcome of the performance goal is substantially uncertain.


3.21.	“Fiscal Year” means the fiscal year of the Company (as of the Effective Date, comprised of a 52/53 week fiscal year which ends on the Saturday nearest to January 31).


3.22.	“Fiscal Year Bonus” means any Bonus relating to a period of service coextensive with one or more consecutive Fiscal Years, of which no amount is paid or payable during the Fiscal Year(s) constituting the period of service.


3.23.	“IRC” means the Internal Revenue Code of 1986, as amended from time to time, and any successor.


3.24.	“Participant” means an employee of the Company or an Affiliate who has been approved for participation in the Plan by the Committee (or its designee).

3.25.

“Performance Period” means the period (which, with respect to a Covered Associate, may be no shorter than a fiscal quarter of the Company) established by the Committee over which the Committee measures whether or not Bonuses have been earned. In most cases, the Performance Period will be a Fiscal Year. In the case of an inaugural Performance Period, the Performance Period may be less than a Fiscal Year.


3.26.	“Plan” means this Stage Stores Executive Performance Incentive Bonus Plan.


3.27.	“Requisite Service Period” means the period during which a Participant is required to provide service in exchange for a Bonus award.


3.28.	“SFAS” means the Statement of Financial Accounting Standards.

3.29.

“Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts, commercial activity, sales, use, consumer, transfer, documentary, registration, ad valorem, value added, franchise, profits, license, withholding, payroll, employment, unemployment insurance contribution, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty, unclaimed fund/abandoned property, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such tax.


3.30.	“Termination” or any form thereof means a “separation from service” as defined in Treasury Regulation §1.409A-1(h) by a Participant with the Company and all its Affiliates.

4.ELIGIBILITY AND PARTICIPATION


4.01.	Participation. The Participants for any Performance Period shall be those officers, executives and key employees who are selected for participation under the Plan by the Committee for such Performance Period.


4.02.	Termination of Participation. The Committee may withdraw its approval for participation for a Participant at any time. In the event of such withdrawal, the employee concerned shall cease to be an active Participant as of the date selected by the Committee.

4.03.

New Hires, Promotions and Other Changes After the Final Pre-Establishment Date. For individuals hired or promoted into Eligible Positions after the Final Pre-Establishment Date for a particular Performance Period, a Performance Period shorter than a full Fiscal Year may be established by the Committee. For Participants who are transferred (including promotions and demotions) between Eligible Positions or receive an increase in Base Salary after the Final Pre-Establishment Date for a particular Performance Period, multiple Performance Periods may be established by the Committee covering different portions of the same Fiscal Year. By way of example, a Participant who is promoted at the midpoint of the Fiscal Year and receives an increase in Base Salary may have a Performance Period covering the first half of the Fiscal Year based on the then-applicable Base Salary, and another Performance Period covering the second half of the Fiscal Year based on the then-applicable (increased) Base Salary. Section 5.02 governs irrespective of whether the Performance Period is the equivalent of a full Fiscal Year.

4.04.

Termination of Employment. A Participant shall forfeit all rights to a Bonus unless the Participant is employed by the Company or an Affiliate on the final day of the applicable Performance Period. Notwithstanding the foregoing, a Participant who Terminates by reason of retirement during a Performance Period shall be entitled to a pro-rated portion of any Bonus that the Participant would have been eligible to receive for the Performance Period in which his or her retirement occurred had his or her retirement not occurred at all.

4.05

Proration Upon Retirement. Proration of a Bonus upon retirement will be determined by rounding the effective date of retirement as follows: (a) if the effective date of a Participant’s retirement occurs on or before the 14^th day of a calendar month, then the Participant shall not receive credit for the calendar month in which the Participant’s retirement is effective; and (b) if the effective date of a Participant’s retirement occurs on or after the 15^th day of a calendar month, then the Participant shall receive credit for the calendar month in which the Participant’s retirement is effective.

5.DETERMINATION OF BONUSES


5.01.	The material terms of the performance measure(s) must be disclosed to, and subsequently approved by, the shareholders before the Bonus payout is executed, unless the performance measures conform individually, alternatively or in any combination of the performance criteria and the application thereof in Appendix A.


5.02.	On or before the Final Pre-Establishment Date:


(a)	The Committee, in its sole discretion, shall either: (i) assign each Participant a target Bonus opportunity level expressed as a percentage of Base Salary or a whole dollar amount; or (ii) establish a payout table or formula for purposes of determining the Bonus (if any) payable to each Participant. With respect to Bonus opportunities expressed as a percentage of Base Salary, the

Committee shall fix the Base Salary component of the Bonus formula prior to the establishment of the performance objectives.

(b)

The Committee shall establish in writing the performance measure(s) (in accordance with Section 5.01) applicable to the Performance Period to any Participant. Such pre-established performance measures must state, in terms of an objective formula or standard, the method for computing the amount of the Bonus payable to the Participant if the objective(s) is (are) obtained. A formula or standard is objective if a third party having knowledge of the relevant performance results could calculate the amount to be paid to the Participant. The Committee may establish any number of Performance Periods, objectives and Bonuses for any Participant running concurrently, in whole or in part, provided, that in so doing the Committee does not jeopardize the Company’s deduction for such Bonuses under IRC Section 162(m).


5.03.	Each payout table or formula:


(a)	shall be in writing;


(b)	shall be based on a comparison of actual performance to the performance objectives;


(c)	may include a threshold which is the level of achievement of the performance objective in which payout begins;


(d)	shall include a maximum which is the level of achievement for the maximum Bonus payout percentage (subject to Section 5.06); and


(e)	shall provide for a formula for the actual Bonus attainment in relation to the Participant’s target Bonus, depending on the extent to which actual performance approached, reached or exceeded the performance criteria goal subject to Section 5.06.

5.04.

After the end of each Performance Period or such earlier date if the performance objective(s) are achieved, the Committee shall certify in writing, prior to the unconditional payment of any Bonus, which performance objective(s) for the Performance Period were satisfied and to what extent they were satisfied. The Committee shall determine the actual Bonus for each Participant based on the payout table/formula established in Section 5.03.


5.05.	The Committee, in its discretion, may cancel or decrease a Bonus calculated under this Plan, but may not under any circumstances increase such Bonus calculated under this Plan.


5.06.	Any other provision of the Plan notwithstanding, the maximum aggregate Bonus payable to a Participant for a particular Fiscal Year may not exceed $5,000,000.

6.PAYMENT OF INCENTIVE BONUSES


6.01	In General. Once the amount of the Bonus is determined in accordance with Section 5.04, payment of the Bonus shall be made pursuant to Section 6.02.

6.02

Current Payment. A Participant’s Bonus for a Performance Period shall be paid in a lump sum, less applicable withholding taxes, to the Participant, or his/her Beneficiary in the event of his/her death, before the later of (a) the 15th day of the third month following the Participant’s first taxable year in which such Bonus is no longer subject to a substantial risk of forfeiture (within the meaning of IRC Section 409A) or (b) the 15th day of the third month following the end of the first taxable year of the service recipient (within the meaning of IRC Section 409A) in which such Bonus is no longer subject to a substantial risk of forfeiture.

7.RIGHTS OF PARTICIPANTS

7.01.

No Participant or Beneficiary shall have any interest in any fund or in any specific asset or assets of the Company or an Affiliate by reason of any account under the Plan. It is intended that the Company has merely a contractual obligation to make payments when due hereunder and it is not intended that the Company hold any funds in reserve or trust to secure payments hereunder. No Participant may assign, pledge, or encumber his/her interest under the Plan, or any part thereof, except that a Participant may designate a Beneficiary as provided herein.


7.02.	Nothing contained in this Plan shall be construed to give any employee or Participant any right to receive any Bonus other than in the sole discretion of the Committee or any rights whatsoever with respect to the Common Stock of the Company.

8.NO EMPLOYEE RIGHTS

Nothing in the Plan or participation in the Plan shall confer upon any Participant the right to be employed by the Company or an Affiliate or to continue in the employ of the Company or an Affiliate, nor shall anything in the Plan, or participation in the Plan amend, alter or otherwise affect any rights or terms of employment or other benefits arising from that employment.

9.ADMINISTRATION

9.01.

Administration. The Committee shall have complete authority to administer the Plan, interpret the terms of the Plan, determine eligibility to participate in the Plan, and make all other determinations and take all other actions in accordance with the terms of the Plan. Any determination or decision by the Committee shall be conclusive and binding on all persons who at any time have or claim to have any interest whatever under this Plan.


9.02.	Liability of Committee, Indemnification. To the extent permitted by law, the Committee shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own bad faith or willful misconduct.


9.03.	Expenses. The costs of the establishment, the adoption, and the administration of the Plan, including but not limited to legal and accounting fees, shall be borne by the Company.


9.04.	Choice of Law. The validity and effect of this Plan and the rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws of the State of Texas, unless superseded by federal law, which shall govern correspondingly.

10.AMENDMENT OR TERMINATION

The Committee may modify or amend, in whole or in part, any or all of the provisions of the Plan, except as to those terms or provisions that are required by IRC Section 162(m) to be approved by the shareholders, or suspend or terminate the Plan entirely; provided, however, that no such modifications, amendment, suspension or termination may, without the consent of the Participant, or his Beneficiary in the case of his/her death, reduce the right of a Participant, or his/her Beneficiary, as the case may be, to any payment due under the Plan. For the avoidance of doubt, the Committee may amend the Plan as necessary to conform the Plan to the requirements of IRC Section 409A.

11.TAX WITHHOLDING

The Company or the employing Affiliate shall have the right to deduct from all cash payments any federal, state, or local taxes or other withholding amounts required by law or valid court order to be withheld with respect to such cash payments. The determination of the Company or the employing Affiliate regarding applicable income and employment tax withholding requirements shall be final and binding on the Participant.

12.CLAIMS PROCEDURE


12.01.	Any Participant (“claimant”) who believes that he or she is entitled to a benefit under the Plan or that wishes to resolve a dispute or disagreement which arises under, or in any way relates to, the interpretation or construction of the Plan may file a claim with the Committee.


12.02.	If the claim is wholly or partially denied, the Committee will within ninety (90) days of the receipt of such claim provide the claimant with written notice of the denial setting forth in a manner calculated to be understood by the claimant:


(a)	The specific reason or reasons for which the claim was denied;


(b)	Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;


(c)	A description of any additional material or information that the claimant may file to perfect the claim and an explanation of why this material or information is necessary; and


(d)	An explanation of the Plan’s claims review procedure and the time limits applicable to such procedure and a statement of the claimant’s right to bring a civil action under §502(a) of ERISA, following an adverse determination upon review.

If special circumstances require the extension of the ninety (90) day period described above, the claimant will be notified before the end of the initial period of the circumstances requiring the extension and the date by

7858

which the Committee expects to reach a decision. Any extension for deciding a claim will not be for more than an additional ninety (90) day period.


12.03.	Review Procedure. If a claim has been wholly or partially denied, the affected claimant, or such claimant’s authorized representative, may:


(a)	Request that the Committee reconsider its initial denial by filing a written appeal within sixty (60) days after receiving written notice that all or part of the initial claim was denied;


(b)	Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and


(c)	Submit a written description of the reasons for which the claimant disagrees with the Committee’s initial adverse decision.

An appeal of an initial denial of benefits and all supporting material must be made in writing within the time periods described above and directed to the Committee. The Committee is solely responsible for reviewing all benefit claims and appeals and taking all appropriate steps to implement its decision.

The Committee’s decision on review will be sent to the claimant in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision will also include a statement of the claimant’s right to bring an action under ERISA §502(a).

The Committee’s decision on review will be made not later than sixty (60) days after his or her receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible, but not later than one-hundred-twenty (120) days after receipt of the request for review. This notice to the claimant will indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the claimant prior to the expiration of the initial period.

To the extent permitted by law, the decision of the Committee will be final and binding on all parties. No legal action for benefits under the Plan will be brought unless and until the claimant has exhausted such claimant’s remedies under this Section 12.01.

13.CLAWBACKS

Bonuses made pursuant to the Plan are subject to recovery pursuant to the Company’s compensation recovery policy then in effect or as it may be amended from time to time. To the extent required by applicable laws, rules, regulations or securities exchange listing requirements and the Company’s compensation recovery policy then in effect, the Company shall have the right, and shall take all actions necessary, to recover any amounts paid to any individual under this Plan.

14.IRC SECTION 162(m)

It is the intent of the Company that the Plan comply fully with and meet all the applicable requirements of IRC Section 162(m) and the regulations thereunder with respect to Bonuses. If any provision of the Plan or if the award of a Bonus would otherwise conflict with the intent expressed in this Section 14, that provision, to the extent possible, shall be interpreted so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Covered Employees. Nothing herein shall be interpreted to preclude a Participant who is or may be a Covered Employee form receiving any remuneration from the Company that is awarded not pursuant to the Plan or does not comply with IRC Section 162(m).

15.IRC SECTION 409A

The Plan and all Bonuses granted hereunder are intended to comply with, or otherwise be exempt from, IRC Section 409A. The Plan and all Bonuses shall be administered, interpreted, and construed in a manner consistent with IRC Section 409A or an exemption therefrom. Should any provision of the Plan, any Bonus hereunder, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of IRC Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, IRC Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in

order to avoid accelerated taxation or tax penalties under IRC Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s Termination date (or death, if earlier). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with IRC Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with IRC Section 409A.

APPENDIX A

I.PERFORMANCE CRITERIA

Performance criteria imposed on Bonus opportunities will be derived using the accounting principles generally accepted in the United States of America and will be reported or appear in the Company’s filings with the Securities Exchange Commission (including, but not limited to, Forms 8-K, 10-Q and 10-K) or the Company’s proxy statement or annual report to shareholders and will be derived from one or more (or any combination of one or more) of the following:


(a)	Earnings (loss) per common share from continuing operations;


(b)	Earnings (loss) per common share;


(c)	Operating profit (loss), operating income (loss), or income (loss) from operations (as the case may be);


(d)	Income (loss) from continuing operations before unusual or infrequent items;


(e)	Income (loss) from continuing operations;


(f)	Income (loss) before income taxes;


(g)	Income (loss) from continuing operations before income taxes;


(h)	Income (loss) from continuing operations before extraordinary item and /or cumulative effect of a change in accounting principle (as the case may be);


(i)	Income (loss) before extraordinary item and/or cumulative effect of a change in accounting principle (as the case may be);


(j)	Net income (loss);


(k)	Income (loss) before other comprehensive income (loss);


(l)	Comprehensive income (loss);


(m)	Income (loss) before interest and income taxes (sometimes referred to as “EBIT”);


(n)	Income (loss) before interest, income taxes, depreciation and amortization (sometimes referred to as “EBITDA”);


(o)	Any other objective and specific income (loss) category or non-GAAP financial measure that appears as a line item in the Company’s filings with the Securities and Exchange Commission or the annual report to shareholders;


(p)	Any of items (c) through (o) on a weighted average Common Stock outstanding basis;

(q)

Either of items (a) or (b) on a basic basis and any of items (c) through (o) on a basic earnings per share basis, as basic earnings per share is defined in FASB ASC 260, Earnings Per Share, including authoritative interpretations or amendments thereof which may be issued from time to time as long as such interpretations or amendments are utilized on the consolidated statements of operations or statement of operations, as applicable, or in the notes to the consolidated financial statements;

(r)

Either of items (a) or (b) on a diluted basis and any of items (c) through (o) on a diluted earnings per share basis, as diluted per share is defined in the FASB ASC 260 - Earnings Per Share including authoritative interpretations or amendments thereof which may be issued from time to time as long as such interpretations or amendments are utilized on the consolidated statements of operations or statement of operations, as applicable, or in the notes to the consolidated financial statements;


(s)	Common share price;


(t)	Total shareholder return expressed on a dollar or percentage basis as is customarily disclosed in the proxy statement accompanying the notice of annual meetings of shareholders;


(u)	Percentage increase in comparable sales, whether on an absolute basis or relative to those publicly held companies in the Company’s peer group as established by the Committee prior to the Final Pre-Establishment Date or such later date as permitted under the IRC;


(v)	Gross profit (loss) or gross margin (loss) (as the case may be);


(w)	Economic value added;


(x)	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);


(y)	Expense targets;


(z)	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);


(aa)	Productivity ratios;


(bb)	Market share;


(cc)	Customer satisfaction;


(dd)	Working capital targets and change in working capital;


(ee)	Any of items (a) through (dd) with respect to any subsidiary, Affiliate, business unit, business group, business venture or legal entity, including any combination thereof, or controlled directly or indirectly by the Company whether or not such information is included in the Company’s annual report to shareholders, proxy statement or notice of annual meeting of shareholders;


(ff)	Any of items (a) through (dd) above may be determined before or after a minority interest’s share as designated by the Committee;


(gg)	Any of items (a) through (dd) above with respect to the period of service to which the performance goal relates whether or not such information is included in the Company’s SEC filings, annual report to shareholders, proxy statement or notice of annual meetings of shareholders;


(hh)	Total shareholder return ranking position meaning the relative placement of the Company’s total shareholder return [as determined in (t) above] compared to those publicly held companies in the Company’s peer group as established by the Committee prior to the Final Pre-Establishment Date or such later date as permitted under the IRC; or


(ii)	With respect to items (a), (b), (p), (q) and (r) above, other terminology may be used for each such performance criteria (including, but not limited to, “Basic EPS,” “income (loss) per common share,” “diluted EPS,” or “earnings per common share-assuming dilution”) as contemplated by ASC 260 - Earnings Per Share, as amended, revised or superseded.

(jj)

To avoid a circular reference, the Committee may establish any of the performance measures above computed without taking into account an amount reflected therein related to Bonuses awarded the under Plan. The Committee shall explicitly state such exclusion of the Bonuses when establishing the material terms of the performance measure. If the performance measure (considered without this exclusion of the Bonuses) reflects an income tax effect of the Bonuses, this exclusion should reflect the corresponding income tax effects attributable thereto.


II.	EQUITABLE ADJUSTMENTS

The Committee, in its sole discretion, in setting the performance objectives in the time prescribed in Section 5, may provide for the making of equitable adjustments (including the income tax effects attributable thereto), singularly or in combination, to the performance criteria (in Section I of this Appendix) in recognition of unusual or non-recurring events, transactions and accruals, including, without limitation, for the effect of the following qualifying objective items (or any particular item(s) within the following items or portion(s) thereof):


(a)	Asset impairments as described in ASC 360 - Property, Plant, & Equipment, as amended, revised or superseded;


(b)	Costs associated with exit or disposal activities as described by ASC 420 - Exit or Disposal Cost Obligations, as amended, revised or superseded;


(c)	Impairment charges (excluding the amortization thereof) related to goodwill or other intangible assets, as described by ASC 350 - Intangibles - Goodwill and Other, as amended, revised or superseded;

(d)

Integration costs related to all merger and acquisition activity of the Company and/or its Affiliates, including, without limitation, any merger, acquisition, reverse merger, triangular merger, tender offer, consolidation, amalgamation, arrangement, security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing);

(e)

Transaction costs related to all merger and acquisition activity of the Company and/or its Affiliates, including, without limitation, any merger, acquisition, reverse merger, triangular merger, tender offer, consolidation, amalgamation, arrangement, security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing);


(f)	Any profit or loss attributable to the business operations of a specified segment as described in ASC 280 - Segment Reporting, as amended, revised or superseded;


(g)	Any profit or loss attributable to a specified segment as described in ASC 280 - Segment Reporting, as amended, revised or superseded, acquired during the Performance Period or an entity or entities acquired during the Performance Period to which the performance goal relates;


(h)	Any Tax settlement(s) with a Tax authority;


(i)	The relevant Tax effect(s) of Tax laws or regulations, or amendments thereto, that become effective after the beginning of the Performance Period;


(j)	Any extraordinary item, event or transaction as described in ASC 225-20 - Income Statement - Extraordinary and Unusual Items, as amended, revised or superseded;


(k)	Any unusual in nature, or infrequent in occurrence items, events or transactions (that are not “extraordinary” items) as described in ASC 225-20 - Income Statement - Extraordinary and Unusual Items, as amended, revised or superseded;


(l)	Any other non-recurring items, any events or transactions that do not constitute ongoing operations, or other non-GAAP financial measures (not otherwise listed);


(m)	Any change in accounting principle as described in ASC 250-10 Accounting Changes and Error Corrections, as amended, revised or superseded;


(n)	Unrealized gains or losses on investments in debt and equity securities as described in ASC 320 - Investments - Debt and Equity Securities, as amended, revised or superseded;


(o)	Any gain or loss recognized as a result of derivative instrument transactions or other hedging activities as described in ASC 815 - Derivatives and Hedging, as amended, revised or superseded;


(p)	Shares-based compensation charges as described in ASC 718 - Compensation - Stock Compensation and ASC 505-50 Equity-Based Payments to Non-Employees, as amended, revised or superseded;


(q)	Any gain or loss as reported as a component of other comprehensive income as described in ASC 220 - Comprehensive Income, as amended, revised or superseded;


(r)	Any expense (or reversal thereof) as a result of incurring an obligation for a direct or indirect guarantee, as described in ASC 460 - Guarantees, as amended, revised or superseded;


(s)	Any gain or loss as the result of the consolidation of a variable interest entity as described in ASC 810 - Consolidation, as amended, revised or superseded;


(t)	Any expense, gain or loss (including, but not limited to, judgments, interest on judgments, settlement amounts, attorneys’ fees and costs, filing fees, experts’ fees, and damages sustained as a result of the imposition of injunctive relief) as a result of claims, litigation, judgments or lawsuit settlement (including collective actions or class action lawsuits); or


(u)	Any charges associated with the early retirement of debt obligations.



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~~TABLE OF CONTENTS~~

~~Notice of 2014 Annual Meeting of Shareholders~~				~~iii~~
~~Important Voting Information~~				iv
~~Important Notice Regarding the Availability of Proxy Materials~~				iv
~~Information Regarding Admission to the Annual Meeting~~				iv
~~Proxy Statement~~				1
	~~General~~			1
	~~Notice Only Delivery Method~~			1
	~~Voting~~			1
	~~Matters to be Acted Upon~~			2
		n ~~Item 1 - Election of Directors~~		2
		~~Information Relating to Directors and Director Nominees~~		2
		~~Information Relating to the Board of Directors and Committees~~		6
			~~In General~~	6
			~~Corporate Governance~~	6
			~~Attendance at Board, Committee and Annual Meetings~~	8
			~~Standing Committees~~	9
			~~Corporate Governance and Nominating Committee~~	10
			~~Audit Committee~~	12
			~~Compensation Committee~~	12
			~~Shareholder and Other Interested Party Communications with the Board~~	15
		~~Security Ownership of Certain Beneficial Owners and Management~~		16
		~~Transactions with Related Persons~~		21
		~~Compensation of Directors and Executive Officers~~		23
			~~Compensation Discussion and Analysis~~	23
			~~Compensation Committee Report~~	44
			~~2013 Summary Compensation Table~~	45
			~~2013 All Other Compensation Table~~	47
			~~2013 Grants of Plan-Based Awards Table~~	48
			~~2013 Outstanding Equity Awards at Fiscal Year-End Table~~	50
			~~2013 Option Exercises and Stock Vested Table~~	53
			~~2013 Pension Benefits Table~~	54
			~~2013 Nonqualified Deferred Compensation Table~~	54
			~~Potential Payments on Termination or Change In Control~~	55
			~~2013 Director Compensation Table~~	65

		n ~~Item 2 - Advisory Resolution to Approve Executive Compensation~~		68

		n ~~Item 3 – Ratification of the Selection of Deloitte & Touche LLP as Independent~~
			~~Registered Public Accounting Firm For Fiscal 2014~~	71
			~~In General~~	71
			~~Principal Accountant Fees and Services~~	71
			~~Pre-Approval Policies~~	72
			~~Audit Committee Report~~	72
		~~Securities Authorized for Issuance Under Equity Compensation Plans~~		74
		~~Section 16(a) Beneficial Ownership Reporting Compliance~~		75
		~~Additional Information~~		76



Name	Age	Director Since	Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board

Alan J. Barocas*	66	2007	Business Experience: Senior Executive Vice President of Leasing at General Growth Properties, Inc., a real estate development and management firm, since January 2011. From May 2006 to January 2011, Mr. Barocas was the principal of Alan J. Barocas and Associates, a real estate consulting firm. From June 1981 to April 2006, he was employed by GAP, Inc., an apparel retailer, serving last as Senior Vice President of Real Estate. Committee Memberships: Corporate Governance and Nominating Committee (Chair); Compensation Committee Director Qualifications: Mr. Barocas’ lengthy service in senior executive roles for large public companies in the real estate and retail industries provides our Board with valuable leadership experience and real estate and retail expertise.

Elaine D. Crowley*	56	2014	Business Experience: Liquidation Trustee for the Bombay Liquidation Trust, which oversees the liquidation of The Bombay Company, Inc. (“Bombay”), a furniture and home goods retailer, since September 2008, where she has served as Senior Vice President, Chief Financial Officer and Treasurer since February 2000. Bombay filed for bankruptcy protection on September 20, 2007. From August 2010 to September 2012, Ms. Crowley served as Executive Vice President and Chief Financial Officer for Mattress Giant Corporation, a mattress retailer. From August 2008 to August 2010, Ms. Crowley served as Executive Vice President and Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer/Chief Financial Officer for Michaels Stores, Inc., an arts and crafts retailer. Committee Memberships: Audit Committee; Corporate Governance and Nominating Committee Director Qualifications: Ms. Crowley’s tenure in senior executive and financial roles with other retailers and experience as a Certified Public Accountant in public accounting provides our Board with valuable leadership experience and financial and retail expertise.

Diane M. Ellis*	57	2012	Business Experience: CEO of The Limited, a fashion retailer, since August 2013. From September 2004 until August 2013, Ms. Ellis served as President and Chief Operating Officer of Brooks Brothers Group, Inc., an apparel retailer. Committee Memberships: Audit Committee; Compensation Committee Director Qualifications: Ms. Ellis’ service in senior executive roles with other retailers and deep experience in merchandising, marketing and e-commerce, as well as her experience in strategic consulting to the retail industry while at Lighthouse Retail Group and PriceWaterhouseCoopers LLC, provides our Board with valuable leadership and industry experience and retail, marketing and strategic planning expertise.

Michael L. Glazer	66	2001	Business Experience: Our President and CEO since April 2012. From October 2009 to April 2012, Mr. Glazer served as the President and CEO of Mattress Giant Corporation, a mattress retailer. From August 2005 to October 2009, Mr. Glazer served as Managing Director of Team Neu, a private equity firm. From May 1996 to August 2005, Mr. Glazer served as President and CEO of KB Toys, Inc., a toy retailer. Mr. Glazer served as a director of CPI Corporation, a portrait studio operator, from December 2008 to July 2012. Committee Memberships: None Director Qualifications: Mr. Glazer’s 40 years in the retail industry, tenure as CEO of several retailers and significant knowledge of our business, provides our Board with valuable retail expertise, leadership and industry experience.



Name	Age	Director Since	Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board

Gabrielle E. Greene-Sulzberger*	54	2010	Business Experience: General Partner and Investment Manager of Rustic Canyon/Fontis Partners, L.P. (“RC/Fontis”), a diversified investment fund, since September 2006. From October 2011 to February 2013, Ms. Greene-Sulzberger served as interim CEO of Johnson Products Company, a hair care products manufacturer and portfolio company of RC/Fontis. Since September 2006, Ms. Greene-Sulzberger has served on the Board of Directors of Whole Foods Market, Inc., a grocery retailer, where she chairs the audit committee. From September 2006 to May 2008, Ms. Greene served on the Board of Directors of Bright Horizons Family Solutions Inc., a child care center operator. Committee Memberships: Audit Committee; Corporate Governance and Nominating Committee Director Qualifications: Ms. Greene-Sulzberger’s significant public company and retail board experience, including her audit committee experience, and experience in finance and investment analysis provides our Board with valuable leadership and audit committee experience and financial expertise.

Earl J. Hesterberg*	61	2010	Business Experience: President, CEO and a director of Group 1 Automotive, Inc., an automotive retailer, since April 2005. From October 2004 to April 2005, Mr. Hesterberg served as Group Vice President, North America Marketing, Sales and Service for Ford Motor Company. Mr. Hesterberg has also served as President and CEO of Gulf States Toyota, a distributor of vehicles, parts and accessories. Committee Memberships: Compensation Committee (Chair); Corporate Governance and Nominating Committee Director Qualifications: Mr. Hesterberg’s extensive experience in senior executive roles, particularly as CEO, for large public companies in the retail industry and deep knowledge of marketing, customer service, strategic planning and consumer research provides our Board with valuable leadership and strategic planning experience and marketing and retail expertise.

Lisa R. Kranc*	61	2012	Business Experience: Senior Vice President, Marketing of AutoZone, Inc., an automotive aftermarket parts retailer and distributor, from August 2001 until her retirement in December 2012. Since June 2014, Ms. Kranc has served on the Board of Directors of Armored AutoGroup, Inc., a consumer products manufacturer. Committee Memberships: Compensation Committee; Corporate Governance and Nominating Committee Director Qualifications: Ms. Kranc’s tenure in a senior executive role for a large public company in the retail industry and extensive experience in marketing, brand management, consumer research and strategic planning provides our Board with valuable leadership and strategic planning experience and marketing and retail expertise.



o		Fee paid previously with preliminary materials.
o		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.


(2)	Form, Schedule or Registration Statement No.:_______________



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	i
IMPORTANT INFORMATION REGARDING VOTING	ii
IMPORTANT INFORMATION REGARDING AVAILABILITY OF PROXY MATERIALS	ii
IMPORTANT INFORMATION REGARDING ANNUAL MEETING ATTENDANCE	ii
PROXY STATEMENT	1
ABOUT THE ANNUAL MEETING	1
ITEM 1: ELECTION OF DIRECTORS	4
GOVERNANCE	8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	14
ITEM 2: APPROVAL OF THE PERFORMANCE BONUS PLAN	17
EXECUTIVE COMPENSATION	21
DIRECTOR COMPENSATION	45
EQUITY COMPENSATION PLAN INFORMATION	48
ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	48
ITEM 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP	50
AUDIT COMMITTEE MATTERS	50
ADDITIONAL INFORMATION	51
OTHER MATTERS	52
EXHIBIT A: STAGE STORES EXECUTIVE PERFORMANCE INCENTIVE BONUS PLAN	54



1.	~~Election of nine Directors~~Elect as directors the ten nominees named in the Proxy Statement for a term of one ~~year,~~year;


2.	~~Advisory Resolution to~~ Approve the Stage Stores Executive ~~Compensation,~~Performance Incentive Bonus Plan;


3.	~~Ratification~~Approve, on an advisory basis, the compensation of our named executive officers;


4.	Ratify the ~~Selection~~appointment of Deloitte & Touche LLP as ~~Independent Registered Public Accounting Firm~~our independent registered public accounting firm for ~~Fiscal 2014,~~our fiscal year ending January 30, 2016; and


5.
4.	~~Such~~Transact such other ~~matters~~business as may properly come before the Annual ~~Meeting or any adjournment thereof.~~Meeting.


1.	FOR the election of its nominated slate of directors (see Item 1);


2.	FOR the approval of the Performance Bonus Plan (see Item 2);


(1)	Amount Previously Paid:_______________


(4)	Date Filed: ________________



~~PROXY STATEMENT~~



~~Name~~	~~Age~~	~~Positions Currently Held~~
~~Alan J. Barocas~~	65	~~Director, Chairman of the Corporate Governance and Nominating Committee~~
~~Diane M. Ellis~~	56	~~Director~~
~~Michael L. Glazer~~	66	~~Director, President and Chief Executive Officer~~
~~Gabrielle E. Greene~~	53	~~Director~~
~~Earl J. Hesterberg~~	60	~~Director, Chairman of the Compensation Committee~~
~~Lisa R. Kranc~~	60	~~Director~~
~~William J. Montgoris~~	67	~~Director, Chairman of the Board~~
~~C. Clayton Reasor~~	57	~~Director~~
~~Ralph P. Scozzafava~~	55	~~Director~~


3.	FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Disclosure and Analysis, compensation tables and the narrative discussion accompanying the tables (see Item 3); and


4.	FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2015 (see Item 4).



Independent Directors	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee
Mr. Barocas		M	C
Ms. Crowley	M		M
Ms. Ellis	M	M
Ms. Greene-Sulzberger	M		M
Mr. Hesterberg		C	M
Ms. Kranc		M	M
Mr. Montgoris	M
Mr. Reasor		M	M
Mr. Scozzafava	C	M



~~Director~~	~~Board~~	~~Corporate Governance and Nominating Committee~~	~~Audit~~ ~~Committee~~	~~Compensation~~ ~~Committee~~
~~Mr. Barocas (I)~~	X	~~X (C)~~		X
~~Ms. Ellis (I)~~	X		~~X (ACFE)~~	X
~~Mr. Glazer~~	X
~~Ms. Greene (I)~~	X	X	~~X (ACFE)~~
~~Mr. Hesterberg (I)~~	X	X		~~X (C)~~
~~Ms. Kranc (I)~~	X	X		X
~~Mr. Montgoris (I)~~	~~X (C)~~		~~X (ACFE)~~
~~Mr. Reasor (I)~~	X	X		X
~~Mr. Schwartz (I)~~	X	X	~~X (C)(ACFE)~~
~~Mr. Scozzafava (I)~~	X		~~X (ACFE)~~	X



Name and Address	Number of Shares Beneficially Owned	Percent of Class*
Wellington Management Company, LLP 280 Congress Street Boston, MA 02210	3,267,116	10.3%	(1)
BlackRock, Inc. 40 East 52nd Street New York, NY 10022	3,128,673	9.9%	(2)
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202	2,456,880	7.8%	(3)
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, Texas, 78746	2,355,048	7.4%	(4)
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	1,859,676	5.9%	(5)
Waddell & Reed Financial Inc. 6300 Lamar Avenue Overland Park, KS 66202	1,614,732	5.1%	(6)



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc. (1) 55 East 52nd Street New York, NY 10022	3,199,033	10.1%
Wellington Management Group LLP (2) 280 Congress Street Boston, MA 02210	3,191,080	10.1%
Dimensional Fund Advisors LP (3) Building One 6300 Bee Cave Road Austin, TX, 78746	2,638,905	8.3%
The Vanguard Group, Inc. (4) 100 Vanguard Boulevard Malvern, PA 19355	2,054,776	6.5%


~~(4)~~	~~The information is based on the Schedule 13G/A~~(Amendment No. 6) filed with the SEC on February 10, 2014 by Dimensional Fund Advisors LP reporting on beneficial ownership as of December 31, 2013. According to the filing, the reporting person has sole voting power with respect to 2,324,867 shares and sole investment (dispositive) power with respect to 2,355,048 shares.


~~(6)~~	The information is based on the Schedule 13G filed with the SEC on February 7, 2014 by Waddell & Reed Financial Inc. reporting on beneficial ownership as of December 31, 2013. According to the filing, the reporting person has sole voting power with respect to 1,614,732 shares and sole investment (dispositive) power with respect to 1,614,732 shares.


Name	Common Stock	Restricted Stock (1)	Stock Options/SARS Exercisable Within 60 Days	Deferred Stock Units (2)	Percent of Class
Michael L. Glazer (3)	142,826	135,550	5,625	—	(4	)
Name of Beneficial Owner							Amount and Nature of Beneficial Ownership			Percent of Class
Name of Beneficial Owner							Common Stock	Unvested Restricted Stock	Stock Options / SARs Exercisable Within 60 Days	Percent of Class
Michael L. Glazer (1)							243,970	143,666	—	1.2%
Oded Shein	14,988	17,500	22,500	—	(4	)	21,838	20,693	15,000	*
Steven P. Lawrence	10,525	79,125	—	—	(4	)	54,139	89,374	—	*
Steven L. Hunter	27,704	18,675	24,637		(4	)	40,524	35,735	8,850	*
Stephen B. Parsons							880	30,388	—	*
Alan J. Barocas	38,178	4,417	—	—	(4	)	42,595	5,155	—	*
Elaine D. Crowley							—	5,155	—	*
Diane M. Ellis	3,474	4,417	—	—	(4	)	7,891	5,155	—	*
Gabrielle E. Greene	16,135	5,439	—	—	(4	)
Gabrielle E. Greene-Sulzberger							21,574	5,155	—	*
Earl J. Hesterberg	21,527	5,569	—	—	(4	)	27,096	5,155	—	*
Lisa R. Kranc	3,371	4,417	—		(4	)	7,788	5,155	—	*
William J. Montgoris	61,618	4,417	—	—	(4	)	66,035	5,155	—	*
C. Clayton Reasor	5,931	4,417	—		(4	)	10,348	5,155	—	*
David Y. Schwartz	37,482	4,417	10,258	11,489	(4	)
Ralph P. Scozzafava	8,065	6,123	—	—	(4	)	13,335	6,008	—	*
All Directors and Executive Officers as a group (17 persons)	491,061	342,972	129,557	11,489	3.0	%
All directors and executive officers as a group (18 persons)							603,953	432,762	26,750	3.3%


~~(1)~~*	~~Reflects unvested Restricted Stock which was granted under our Amended and Restated 2001 and Second Amended and Restated 2008 Equity Incentive Plans.~~


~~(3)~~ (1)	Mr. Glazer holds 122,929 shares of common stock ~~are~~ pledged as security in a margin account.


~~(4)~~	~~Ownership is less than one percent of our outstanding common stock.~~


(i)	~~pay any money to~~Income (loss) before extraordinary item and/or cumulative effect of a ~~“Related Party,” or~~change in accounting principle (as the case may be);


~~(ii)~~(j)	~~assign or lease any property belonging to any of the Companies to a Related Party, or~~Net income (loss);


~~(iii)~~(k)	~~allow any Related Party to use any property belonging to any of the Companies,~~Income (loss) before other comprehensive income (loss);


~~(i)~~(l)	~~any person who is an officer, director. manager~~Comprehensive income (loss);


(u)	Percentage increase in comparable store sales, whether on an ~~“Insider”)~~absolute basis or relative to those publicly held companies in the Company’s peer group as established by the Committee;


~~(ii)~~(y)	any person who is a child (natural, stepchild or adopted), parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of an InsiderExpense targets;


~~(iii)~~(dd)	~~any entity for which an Insider~~Working capital targets and change in working capital.


~~(iv)~~(b)	Costs associated with exit or disposal activities as described by ASC 420 - Exit or Disposal Cost Obligations, as amended, revised or superseded;