UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)

Filed by the Registrant Tx
Filed by a Party other than the Registrant o
Check the appropriate box:

oxPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ToDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-12

Stage Stores, Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

TxNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:_______________
(2)Aggregate number of securities to which transaction applies:_______________
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):_______________
(4)Proposed maximum aggregate value of transaction:_______________
(5)Total fee paid:_______________
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:_______________
(2)Form, Schedule or Registration Statement No.:_______________
(3)Filing Party:_______________
(4)Date Filed: ________________






STAGE STORES, INC.
BEALLSoGOODY'SoPALAIS ROYALoPEEBLESoSTAGE


Stage Stores, Inc.
Notice of 20142016 Annual Meeting of Shareholders
and
Proxy Statement





















Stage Stores, Inc.

2425 West Loop South















This Page Intentionally Left Blank





STAGE STORES, INC.Houston, Texas 77027

BEALLSApril [o§GOODY'SoPALAIS ROYALoPEEBLESoSTAGE], 2016

10201 Main Street
Houston, Texas 77025

May 1, 2014

Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to invite you to attend the 20142016 Annual Meeting of Shareholders of Stage Stores, Inc. on Tuesday, June 10, 2014, at 8:00 a.m. local time, in Houston, Texas. Information about the Annual Meeting is presented in the following pages.
The Annual Meeting will begin with a discussion and votebe held at our corporate office located at 2425 West Loop South, Houston, Texas, on June 2, 2016, beginning at 8:30 a.m. CDT.
The following pages contain the matters set forth in the accompanying Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement, followed by a discussion on any otherStatement. We encourage you to review these materials for information concerning the business matters that are properly brought beforeto be conducted at the meeting.Annual Meeting.
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend you can be sure your shares are represented at the Annual Meeting, by promptly completing, signing, dating and returning your Proxy Card in the enclosed envelope or by submitting yourwe urge you to vote and proxy by telephone or by the Internet.
as soon as possible. If you will need special assistance atattend the Annual Meeting, becauseyou may revoke your proxy and vote in person, even if you have previously submitted a proxy.
We have elected to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to certain shareholders on the Internet. On or about the date of this letter, we began mailing a disability, please contact Bob Aronson, Vice President, Investor Relations,Notice of Internet Availability of Proxy Materials to shareholders of record at (800) 579-2302.the close of business on April 4, 2016. At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission. We believe furnishing proxy materials to our shareholders on the Internet will allow us to provide our shareholders with the information they need, while lowering the costs of delivery of our proxy materials and reducing the environmental impact of the Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for those materials contained in the Notice.
Thank you for your continued support of Stage Stores, Inc. We look forward to seeing you on June 10th.
Sincerely,
William J. Montgoris
Chairman of the Board

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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 Materialsiv
Information Regarding Admission to the Annual Meeting iv
Proxy Statement1
General1
Notice Only Delivery Method
1
Voting
1
Matters to be Acted Upon2

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 Committee12


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 Table47


2013 Grants of Plan-Based Awards Table48


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 Report72

Securities Authorized for Issuance Under Equity Compensation Plans 74

Section 16(a) Beneficial Ownership Reporting Compliance 75

Additional Information 76
n To be voted on at the meeting
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD, OR SUBMIT YOUR VOTE AND PROXY BY TELEPHONE OR BY THE INTERNET, AS SOON AS POSSIBLE.

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STAGE STORES, INC.
NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

BEALLSoGOODY'SoPALAIS ROYALoPEEBLESoSTAGETABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSi
IMPORTANT INFORMATION REGARDING VOTINGii
IMPORTANT INFORMATION REGARDING AVAILABILITY OF PROXY MATERIALSii
IMPORTANT INFORMATION REGARDING ANNUAL MEETING ATTENDANCEii
PROXY STATEMENT1
ABOUT THE ANNUAL MEETING1
ITEM 1: ELECTION OF DIRECTORS4
GOVERNANCE7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT14
ITEM 2: APPROVAL OF AMENDMENT TO OUR BYLAWS TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS17
EXECUTIVE COMPENSATION18
DIRECTOR COMPENSATION43
EQUITY COMPENSATION PLAN INFORMATION46
ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION46
ITEM 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP48
AUDIT COMMITTEE MATTERS48
ADDITIONAL INFORMATION49
OTHER MATTERS50
ANNEX A51





Stage Stores, Inc.
2425 West Loop South
Houston, Texas 77027

NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 2, 2016

To theour Shareholders:
The 20142016 Annual Meeting of Shareholders of Stage Stores, Inc. (the “Company”) will be held at the offices of the Company, 10201 Main Street,our corporate office located at 2425 West Loop South, Houston, Texas 7702577027 on Tuesday, June 10, 2014,2, 2016, beginning at 8:0030 a.m. local time. If you need directions to attend the Annual Meeting, they can be found on our website, www.stagestoresinc.com, under “Investor Relations”. The shareholders will vote onCDT, for the following matters:purposes:
1.Election ofElect as directors the nine Directorsnominees named in the Proxy Statement for a term of one year,year;
2.Advisory ResolutionApprove an amendment to Approve Executive Compensation,our Amended and Restated Bylaws to implement a majority voting standard in uncontested director elections;
3.RatificationApprove, on an advisory basis, the compensation of our named executive officers;
4.Ratify the Selectionappointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firmour independent registered public accounting firm for Fiscal 2014,our fiscal year ending January 28, 2017; and
5.
4.SuchTransact such other mattersbusiness as may properly come before the Annual Meeting or any adjournment thereof.Meeting.

The Board of Directors has fixed the close of business on Thursday, April 17, 20144, 2016, as the Record Daterecord date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting.Meeting and any postponement or adjournment thereof.
We began mailing a Notice of Internet Availability of Proxy Materials on or about April [§], 2016 to shareholders of record at the close of business on April 4, 2016. The Notice contains information on how to access on the Internet our 2016 Proxy Statement, our 2015 Annual Report to Shareholders, our Annual Report on Form 10-K for the fiscal year ended January 30, 2016 and the form of proxy, as well as instructions on how to request a paper copy of the proxy materials.
By Order of the Board of Directors,

                        Chadwick P. Reynolds
Oded SheinSenior Vice President,
Chief FinancialLegal Officer
and Secretary


April [§], 2016
Houston, Texas


May 1, 2014Your vote is very important. Shareholders are urged to vote online. If you attend the Annual Meeting, you may revoke your proxy and vote in person if you wish, even if you have previously submitted a proxy.

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IMPORTANT VOTING INFORMATION
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 New York Stock Exchange ("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.
More Information Is Available
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission ("SEC") also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareholder.
Additionally, you may contact our Investor Relations Department at www.stagestoresinc.com/investor-relations.

IMPORTANT NOTICEINFORMATION REGARDING THEVOTING
If our common shares are registered in your name directly with our transfer agent, you are considered, with respect to those common shares, a holder of record (which we also refer to as a registered shareholder). If you hold our common shares in a brokerage account or through a bank or other holder of record, you are considered the beneficial shareholder of the common shares, which are often referred to as held in “street name.”
If you are a beneficial shareholder, you must instruct your broker how to vote your common shares. If you do not provide voting instructions, your common shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is called a “broker non-vote”. In such cases, your broker may register your common 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 New York Stock Exchange (“NYSE”).
If you are a beneficial shareholder, your broker has discretionary voting authority under NYSE rules to vote your common shares on Item 4 (Ratification of the Appointment of Deloitte & Touche LLP), even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on Item 1 (Election of Directors), Item 2 (Amendment to Bylaws) or Item 3 (Advisory Vote to Approve Executive Compensation) without instructions from you, in which case a broker non-vote will occur and your common 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.
If you have any questions about the voting process, please contact the broker, bank or other financial institution where you hold your common shares. The Securities and Exchange Commission (“SEC”) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareholder.
Additionally, you may contact our Investor Relations Department via the information located in the Investor Relations section of our website (www.stagestoresinc.com).
IMPORTANT INFORMATION REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2014

The Company’s 2014Our 2016 Proxy Statement, 2013our 2015 Annual Report to Shareholders and 2013our Annual Report on Form 10-K for 2015 are available tofor review at www.envisionreports.com/SSI forby shareholders of record at www.envisionreports.com/SSI and by beneficial shareholders at www.edocumentview.com/SSI for beneficial owners.SSI.

IMPORTANT INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING ATTENDANCE
In accordance with the Company’sour security procedures, all persons attending the Annual Meeting must present either their E-Notice,Notice of Internet Availability or the Admission Ticketadmission ticket found on their Proxy Card (if they requested and received a Proxy Card), or a brokerage statement or other proof of ownership of Stage Stores stockour common shares as of the Record Date,record date, and picture identification. If you are a shareholder of record and plan to attend the meetingAnnual Meeting in person, please bring your E-NoticeNotice of Internet Availability or your Admission Ticketadmission ticket with you to the meeting. For security purposes, briefcases, bags, purses, backpacks and other containers will be subject to search at the door.

Directions to our corporate office, which is the location of the Annual Meeting, are available in the Investor Relations section of our website (www.stagestoresinc.com).


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PROXY STATEMENT
GENERAL

Stage Stores, Inc.
2425 West Loop South
Houston, Texas 77027

PROXY STATEMENT


This Proxy Statement is furnished in connection with the solicitation of proxies by Stage Stores, Inc. (the “Company”, “we”, “our” or “us”) on behalf of the Board of Directors (the “Board”(“Board”) of Stage Stores, Inc., a Nevada corporation (“we”, “our”, “us” and “Stage”), for use at the 20142016 Annual Meeting of Shareholders (the “Annual Meeting”), which willto be held at the principal executive offices of the Company, 10201 Main Street,our corporate office located at 2425 West Loop South, Houston, Texas 77025,77027, on Tuesday, June 10, 2014,2, 2016, beginning at 8:0030 a.m. local time. This Proxy Statement and Proxy Card are first being made available to the shareholders onCDT (“Annual Meeting”). On or about May 1, 2014. The proxy will be votedApril [§], 2016, we began mailing to our shareholders of record at the Annual Meeting if the signerclose of the Proxy Card or the shareholder submitting their vote and proxy by mail, by telephone or by the Internet was a shareholder of recordbusiness on Thursday, April 17, 2014 (the “Record Date”).
NOTICE ONLY DELIVERY METHOD
We have adopted the “Notice Only Delivery Method” of distributing our Proxy Statement, Proxy Card and Annual Report to shareholders. Therefore, we will mail4, 2016, a Notice of Internet Availability of Proxy Materials (“E-Notice”) to shareholders rather than paper copies of these documents. If you would like to receive a paper copy of these documents, you must request one. Instructionscontaining instructions on how to requestaccess the Notice of Annual Meeting of Shareholders, this Proxy Statement and our Annual Report to Shareholders for 2015.
Unless otherwise noted, references in this Proxy Statement to a copy by telephone, email orparticular year correspond to our fiscal year.  For example, “2013” refers to our fiscal year ended February 1, 2014, “2014” refers to our fiscal year ended January 31, 2015, “2015” refers to our fiscal year ended January 30, 2016, and “2016” refers to our fiscal year ending January 28, 2017.
ABOUT THE ANNUAL MEETING
Purpose of the Internet are containedAnnual Meeting
At the Annual Meeting, shareholders will act upon the matters outlined in the E-Notice.
VOTING
The holdersNotice of Annual Meeting of Shareholders included with this Proxy Statement. Specifically, shareholders will be asked to: (1) elect as directors the nine nominees named in this Proxy Statement; (2) approve an amendment to our Amended and Restated Bylaws (“Bylaws”) to implement a majority voting standard in uncontested director elections; (3) approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables; (4) ratify the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2016; and (5) transact such other business as may properly come before the Annual Meeting.
Voting Securities and Shareholder Voting Rights
Our voting securities consist of $0.01 par value per share of common stockstock. Only those shareholders of record at the close of business on April 4, 2016 (“Record Date”) are entitled to onereceive notice of, and to vote per share on all matters to be voted upon byat, the shareholders.Annual Meeting. On the Record Date, there were 31,693,850[§] outstanding shares of our common stock par value $0.01,and holders of an additional [§] shares of unvested restricted stock with voting rights. Each share of our outstanding common stock and entitledunvested restricted stock entitles the holder thereof to one vote on each matter to be voted upon at the Annual Meeting. In addition, on the Record Date, holdersMeeting or any postponement or adjournment thereof. Treasury shares are not voted.
Individual votes of 450,978 sharesshareholders are kept private, except as appropriate to meet legal requirements. Access to proxies and other individual shareholder voting records is limited to our inspector of unvested Restricted Stock are entitledelection and certain of our employees and agents who must acknowledge their responsibility to vote at the Annual Meeting. comply with this policy of confidentiality.
A list of the shareholdersrecord holders entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting for purposes relating to the Annual Meeting.
You can ensure that your shares are voted All voting at the Annual Meeting will be governed by submittingour Amended and Restated Articles of Incorporation (“Articles of Incorporation”), our Bylaws and the applicable laws of the State of Nevada.

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Registered Shareholders and Beneficial Shareholders
If our common shares are registered in your instructionsname directly with our transfer agent, you are considered, with respect to those common shares, a holder of record (which we also refer to as a registered shareholder). If you hold our common shares in a brokerage account or through a bank or other holder of record, you are considered the beneficial shareholder of the common shares, which are often referred to as held in “street name.”
Internet Availability of Proxy Materials
In accordance with rules adopted by completing, signing, datingthe Securities and returning your Proxy Card in the envelope provided (if you requestedExchange Commission (“SEC”), instead of mailing a paperprinted copy of the Proxy Card) or by submitting your vote andour proxy by telephone or by the Internet. Submitting your instructions by Proxy Card, by telephone, or by the Internet will not affect your rightmaterials to attend the Annual Meeting and vote. A shareholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy, or by notifying the Inspector of Election in writing of such revocation.
The representation in person or by proxy of a majority of the outstanding shares of our common stock entitled to a vote at the Annual Meeting is necessary to provide a quorum for the transaction of business at the Annual Meeting. Shares can only be voted if the shareholder is present in person or is represented by a properly signed Proxy Card or by a vote and proxy submitted by telephone or by the Internet. Each shareholder’s vote is very important. Whether or not you plan to attend the Annual Meeting in person, please sign and promptly return the Proxy Card (if you requested a paper copy of the Proxy Card) or submit your vote and proxy by telephone or by the Internet. All signed and returned Proxy Cards and votes and proxies submitted by telephone or by the Internet will be counted towards establishing a quorum for the Annual Meeting, regardless of how the shares are voted.
Aeach shareholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, our 2015 Annual Report to Shareholders and our Annual Report on Form 10-K for 2015, by providing access to those documents on the Record DateInternet. Generally, shareholders will not receive printed copies of the proxy materials unless they request them.
A Notice of Internet Availability that provides instructions for accessing our proxy materials on the Internet was mailed directly to registered shareholders. The Notice of Internet Availability also provides instructions regarding how registered shareholders may vote their common shares on the Internet. Registered shareholders who prefer to receive a paper or email copy of our proxy materials should follow the instructions provided in anythe Notice of Internet Availability for requesting those materials.
The broker, bank or other holder of record who is considered the registered shareholder with respect to common shares will forward to the beneficial shareholder of those common shares a notice that directs the beneficial shareholder to the website where our proxy materials may be accessed. That broker, bank or other holder of record should also provide to the beneficial shareholders instructions on how the beneficial shareholders may request a paper or email copy of our proxy materials. Beneficial shareholders have the right to direct their broker, bank or other holder of record on how to vote their common shares by following the voting instructions they receive from their broker, bank or other holder of record.
To enroll in the electronic delivery service for future shareholder meetings, use your Notice of Internet Availability (or proxy card, if you received printed copies of the following four ways:proxy materials) to register online at www.envisionreports.com/SSI and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
How to Vote
As a Registered Shareholder
After receiving the Notice of Internet Availability (or proxy card, if you received printed copies of the proxy materials), registered shareholders are urged to visit www.envisionreports.com/SSI to access our proxy materials and vote online. When voting online, you must follow the instructions posted on the website and you will need the control number included on your Notice of Internet Availability (or proxy card, if applicable). Registered shareholders may also vote by toll-free number at 1-800-652-8683; or
telephone by the Internet at www.envisionreports.com/SSI; or
calling 1-800-652-8683, by completing and mailing a Proxy Cardproxy card (if you requested a paper copyreceived printed copies of the Proxy Card);proxy materials), or
by written ballot at the Annual Meeting. If, after receiving the Notice of Internet Availability, you request (via online, toll-free telephone number or e-mail) that we send you paper or electronic copies of our proxy materials, you may vote your common shares by completing, dating and signing the proxy card included with the materials and returning it in accordance with the instructions provided.
If you vote online, by mail, by the Internettelephone or by telephone,mail, your vote must be received by 11:59 p.m. Eastern TimeEDT on Monday, June 9, 2014,1, 2016, the day before the Annual Meeting. Your
If you timely and properly submit your vote, your common shares will be voted as you indicate.direct. If you return or otherwise complete your Proxy Card,proxy card, but you do not indicate your voting preferences, the proxies will vote your shares FOR Itemseach of Item 1 (Election of Directors), Item 2 (Amendment to Bylaws), Item 3 (Advisory ResolutionVote to Approve Executive Compensation) and 3Item 4 (Ratification of the SelectionAppointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal



2014)LLP) and in their discretion for Item 4 (suchsuch other matters as may properly come before the Annual Meeting.
A registered shareholder may revoke a proxy at any time before it is exercised by filing with our Inspector of Election a written notice of revocation or duly executing and delivering to our corporate secretary a proxy bearing a later date. A registered shareholder may also revoke a proxy by attending the Annual Meeting or any adjournment thereof).and giving written notice of revocation to the secretary of the meeting. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.
If your shares are held inAs a brokerage account (this is called “street name”), youBeneficial Shareholder
Beneficial shareholders should follow the votingprocedures and directions provided byset forth in the broker. You may complete and mail a voting instruction card tomaterials they receive from the broker, bank or in most cases, submitother holder of record who is the registered holder of their common shares to instruct such registered holder how to vote

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those common shares or revoke previously given voting instructions by mail, by telephone or by the Internet. Your shares should be voted by the broker as you have directed.
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) instructinstructions. Please contact 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,bank or other proofholder of ownership ofrecord to determine the Company’s common stock as of the Record Date with you to the Annual Meeting.
We will pass out written ballots to any shareholder entitledapplicable deadlines. Beneficial shareholders who wish to vote at the Annual Meeting.
For additional information concerningMeeting will need to obtain and provide to the mannersecretary of the meeting a completed form of proxy solicitationfrom the broker, bank or other holder of record who is the registered holder of their common shares.
Brokers, banks and other holders of record who hold common shares for beneficial shareholders in street name may vote such common shares on “routine” matters (as determined under NYSE rules), such as Item 4 (Ratification of the Appointment of Deloitte & Touche LLP), without specific voting please see “Additional Information”instructions from the beneficial owner of such common shares. Brokers, banks and other holders of record may not, however, vote such common shares on page 76“non-routine” matters, such as Item 1 (Election of Directors), Item 2 (Amendment to Bylaws) and Item 3 (Advisory Vote to Approve Executive Compensation) without specific voting instructions from the beneficial owner of such common shares. Proxies submitted by brokers, banks and other holders of record that have not been voted on “non-routine” matters are referred to as “broker non-votes.” Broker non-votes will not be counted for purposes of determining the number of common shares necessary for approval of any matter to which broker non-votes apply (i.e., broker non-votes will have no effect on the outcome of such matter).
Householding
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy of the Notice of Internet Availability, Annual Report to Shareholders and proxy materials if they consent to do so (“householding”). Householding is permitted only in certain circumstances, including when you have the same last name and address as another shareholder. If the required conditions are met, and SEC rules allow, your household may receive a single copy of the Notice of Internet Availability, Annual Report to Shareholders and proxy materials.
Board’s Recommendations
Subject to revocation, all proxies that are properly completed and timely received will be voted in accordance with the instructions contained therein. If no instructions are given (excluding broker non-votes), the persons named as proxy holders will vote the common shares in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:
1.FOR the election of its nominated slate of directors (see Item 1);
2.FOR the approval of an amendment to our Bylaws to implement a majority voting standard in uncontested director elections (see Item 2);
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 2016 (see Item 4).
MATTERS TO BE ACTED UPONIf any other matter properly comes before the Annual Meeting, or if a director nominee named in this Proxy Statement is unable to serve or for good cause will not serve, the proxy holders will vote on that matter or for a substitute nominee as recommended by the Board.
Quorum
The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to be voted at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of common shares considered to be represented at the Annual Meeting for purposes of establishing a quorum.
Vote Required for Approval
Item 1
For purposes of Item 1 (Election of Directors), pursuant to our Bylaws and Section 78.330 of the Nevada Revised Statutes, the nominees receiving the nine highest vote totals of the votes cast at the Annual Meeting in person or by proxy will be elected as directors.
Other Items
For purposes of Item 2 (Amendment to Bylaws), Item 3 (Advisory Vote to Approve Executive Compensation) and Item 4 (Ratification of the Appointment of Deloitte & Touche LLP), the affirmative vote of a majority of the votes cast on each such

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matter will be required for approval. The votes received with respect to Item 3 and Item 4 are advisory and will not bind the Board or us. A properly executed proxy marked “abstain” with respect to Item 2, Item 3 or Item 4 will not be voted with respect to such matter. Abstentions and broker non-votes, if any, will not be counted as votes cast, and they will have no effect on the outcome of the matters (other than Item 1) to be voted on at the Annual Meeting. If no voting instructions are given (excluding broker non-votes), the persons named as proxy holders on the proxy card will vote the common shares in accordance with the recommendation of the Board.
ITEM 1 - ELECTION OF DIRECTORS
INFORMATION RELATING TOITEM 1: ELECTION OF DIRECTORS AND DIRECTOR NOMINEES
In General
At the Annual Meeting, nine Directorsdirectors are to be elected to hold officeserve until the 2015 Annual Meetingnext annual meeting of shareholders and until their respective successors have beenare elected and have qualified. Information concerning thequalified, or until their earlier death, resignation or removal. All nine nominees is set forth below. All of the nominees are currently Directors. The Board has determined thatdirectors on the following eight Director nominees are Independent Directors, as independence is defined byBoard. Proxies may not be voted at the NYSE: Alan J. Barocas, Diane M. Ellis, Gabrielle E. Greene, Earl J. Hesterberg, Lisa R. Kranc, William J. Montgoris, C. Clayton Reasor and Ralph P. Scozzafava. Michael L. Glazer,Annual Meeting for more than nine persons. Our shareholders do not have cumulative voting rights in the ninth Director nominee, is not an Independent Director because he is our President and Chief Executive Officer.election of directors. The Board’s Corporate Governance and Nominating Committee recommended thosethe current Directorsdirectors for re-election. The Board knows of no reason why any nominee may be unable to serve as a Director.director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate.
After seven years of dedicated service toInformation concerning each nominee is set forth in the Company as a Director, David Schwartz has decided not to stand for reelection to the Board at the Annual Meeting for personal reasons.
Board Composition
Nominees for Director are selected on the basis of broad experience, diversity (differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to the Board’s heterogeneity), wisdom, integrity, the ability to make independent analytical inquiries, an understandingfollowing table, including each nominee’s age (as of the Company’sRecord Date), current Board committee memberships, business environment,experience and a willingness to devote adequate time to Board duties.
Below we identify and describeprincipal occupation for the past five years or more, the specific experience, qualifications, attributes or skills (collectively, “Director Qualifications”) our Directors bringof each nominee that led to the Board that are important in light of our business. The specific Director Qualificationsconclusion that the Corporate Governance and Nominating Committee andnominee should serve as a director (which are in addition to the Board considered in each Director’s re-nomination follow their individual biographies.
Leadership experience. We believe that Directors with experience in significant leadership positions over an extended period, especially Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) positions, provide the Company with special insights. These people generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

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Finance experience.We believe that an understanding of finance and financial reporting processes is important for our Directors. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and vigorous auditing are critical to our success. We seek to have at least a majority of the members of our Audit Committee qualify as Audit Committee Financial Experts and we expect all of our Directors to be financially knowledgeable.
Industry experience. We seek to have Directors with experience as executives, directors, consultants, professionals or other capacitiesgeneral qualifications discussed in the retail industry.
Investor relations experience. As a“Director Qualifications; Identifying and Evaluating Nominees” section below), other public company we seek to have Directors with experience in the development, implementation and articulation of corporate and marketing strategy, with commercial, financial and communications experience and with experience working directly with investment analysts, institutional investors and the broad financial community.
Marketing experience. As a retailer, marketing is critical to our success. Therefore, marketing expertise, both at the store level and at the eCommerce level, is very important to us.
Real estate experience. As of the end of our 2013 Fiscal Year (February 1, 2014), we operated 883 stores in 40 states. In addition to opening new stores, the Company has continued to invest in the expansion, relocation and remodeling of its existing stores. Therefore, real estate expertise is very important to us.
Strategic planning experience. As a retailer, strategic planning is critical to our success. Therefore, extensive experience in strategic planning as a result of various executive leadership roles is very important to us.
The information in the following table and the disclosure that follows pertain todirectorships held by each nominee’s (i) age as of the Record Date (April 17, 2014), (ii) positions currently held with the Company or the Board, (iii) business experiencenominee during at least the past five years, and (iv) directorships in other public companies at any time duringtenure as a director on the past five years.

NameAgePositions Currently Held
Alan J. Barocas65Director, ChairmanBoard. The Board has affirmatively determined that, with the exception of the Corporate Governance and Nominating Committee
Diane M. Ellis56Director
Michael L. Glazer66Director, President and Chief Executive Officer
Gabrielle E. Greene53Director
Earl J. Hesterberg60Director, Chairman of the Compensation Committee
Lisa R. Kranc60Director
William J. Montgoris67Director, Chairman of the Board
C. Clayton Reasor57Director
Ralph P. Scozzafava55Director
Mr. Barocas has been a Director since January 2007. Since January 2011, he has been Senior Executive Vice President of Leasing at General Growth Properties, Inc. (“GGP”) located in Chicago. 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. His last position with GAP, Inc. was Senior Vice President of Real Estate. Mr. Barocas is a past TrusteeGlazer, all of the International Councilnominees are independent of Shopping Centers (ICSC).
Director Qualifications:
LeadershipStage, its subsidiary and Industry experience: current Senior Executive Vice President of a large public company engaged in commercial real estate (GGP); former Senior Vice President of Real Estate of a large public companyits management under the standards set forth in the retail industry (GAP); twenty-five years of experienceNYSE rules, and no nominee has a material relationship with Stage, its subsidiary or its management aside from his or her service as a large public company in the retail industry (GAP)
Real estate experience: more than thirty years of real estate experience, twenty-five of which were with a large public company in the retail industry (GAP)
Ms. Ellis has been a Director since September 2012. Since August 2013, she has been the Chief Executive Officer of The Limited, headquartered in New Albany, Ohio. From September, 2007 until August, 2013, Ms. Elliswas

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President and Chief Operating Officer of Brooks Brothers Group, Inc., headquartered in New York, New York. From October, 2001 to August, 2007, she served as the Founding Partner of Lighthouse Retail Group, headquartered in Pittsfield, Massachusetts.
Director Qualifications:
Leadership and Industry experience: current and prior senior level retail executive positions held as follows: current Chief Executive Officer of a privately held company (The Limited); former President and Chief Operating Officer of a privately held company (Brooks Brothers Group, Inc.). Responsible for all company revenue/operations in the following areas: retail/outlet stores, human resources, supply chain, information technology, merchandising, planning and allocation, product development and sourcing, eCommerce, legal, finance and marketing
Strategic Planning and Marketing experience: current and prior strategic planning and marketing experience as follows: responsible for strategic planning, brand positioning and marketing at The Limited; responsible for strategic planning and allocation; overall knowledge of retail strategy and marketing/eCommerce experience at Brooks Brothers Group, Inc. experience in strategic consulting at Lighthouse Retail Group and PriceWaterhouseCoopersLLC, as Managing Director in the Retail Strategy Practice
director. Mr. Glazer has been a Director since August 2001. He became is not an independent director due to his employment as our President and Chief Executive Officer in April 2012. From October 2009(“CEO”). An asterisk (*) next to April 2012, Mr. Glazer served as the President and CEO of Mattress Giant Corporation. From August 2005 to October 2009, he served as Managing Director of Team Neu, located in Pittsfield, Massachusetts. From May 1996 to August 2005, Mr. Glazer served as President and Chief Executive Officer of KB Toys, Inc. KB Toys, Inc. filed a petition under Chapter 11nominee’s name in the United States Bankruptcy Court for the District of Delaware on January 14, 2004 and emerged from Chapter 11 in August 2005. Mr. Glazer served as a Director of CPI Corporation from December 2008 to July 2012. 
Director Qualifications:
Leadership experience: current President and CEO of the Company; former President and CEO of a privately held company in the retail industry with 1,000 employees (Mattress Giant); former President and CEO of three public companies in the retail industry (KB Toys, Big Lots, Bombay Company)
Industry experience: 39 years of experience in the retail industry; significant knowledge of the Company
Ms. Greene has been a Director since September 2010. From October 2011 to February 2013, she served as interim CEO of Johnson Products Company, a privately held company headquartered in Dallas, Texas. Johnson Products Company is one of the portfolio companies of Rustic Canyon/Fontis Partners, a later-stage private equity fund investing in high growth segments of emerging domestic markets, headquartered in Pasadena, California.   Since 2005, Ms. Greene has been a General Partner of Rustic Canyon/Fontis Partners.   She also serves onfollowing table denotes that the Board of Directors of Whole Foods Market, Inc. From September 2006 to May 2008, Ms. Greene served onhas determined that the Board of Directors of Bright Horizons Family Solutions Inc., a then NASDAQ listed leading provider of workplace services for employers and families headquartered in Watertown, Massachusetts.
Director Qualifications:individual is an independent director.
Leadership and Audit Committee experience: Significant retail board experience; serves on the board of a public company in the retail sector (Whole Foods); served on the board of another public company (Bright Horizons); significant Audit Committee experience, having served on that committee for the entirety of her board service at Bright Horizons; serves on the Audit Committee of Whole Foods and has chaired that committee for the past nine years
Finance experience: Extensive financial experience; former CFO of two companies, one in the retail industry and one in the service industry; extensive experience in finance and investment analysis as a private equity investor
Mr. Hesterberg has been a Director since July 2010. Since April 2005, he has been the President, CEO and a Director of Group 1 Automotive, Inc., a NYSE company headquartered in Houston, Texas.  From October 2004 to April 2005, Mr. Hesterberg served as Group Vice President, North America Marketing, Sales and Service for Ford Motor Company. He has also served as President and Chief Executive Officer of Gulf States Toyota, an independent
Name Age 
Director
Since
 
Business Experience, Current Positions on the Board’s Committees,
and Specific Qualifications for Service on the Board
Alan J. Barocas* 67 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; Compensation Committee
Director Qualifications:  Mr. Barocas’ lengthy service in senior executive roles for large public companies in the real estate and retail industries provides the Board with valuable leadership experience and real estate and retail expertise.

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national distributor of new Toyota vehicles, parts and accessories and has also held various senior sales, marketing, general management, and parts and service positions with Nissan Motor Corporation in U.S.A. and Nissan Europe, both of which are wholly-owned by Nissan Motor Co., Ltd., a global provider of automotive products and services.
Leadership experience: current President, CEO and a Director of a NYSE company in the automotive retail industry with approximately 11,600 employees (Group I Automotive); former Executive Vice President and corporate officer of a NYSE listed global automotive manufacturer (Ford Motor Co.). Former CEO of a private company (Gulf States Toyota)
Strategic Planning experience: responsiblefor product and market strategy forNissan Motor Corporation in the United States and responsible for consumer research, market segmentation and pricing strategy for Ford Motor Company in the United States and Europe
Industry and Marketing experience: 39 years of sales, marketing and service experience in the automotive retail industry and the automotive aftermarket industry. Responsible for all marketing functions for Nissan Motor Corporation and Ford Motor Company in both North America and Europe
Ms. Kranc has been a Director since September 2012. From August, 2001 to her retirement in December 2012, sheserved asSenior Vice President, Marketing and a Member of the Executive Committee of AutoZone, Inc., headquartered in Memphis, Tennessee. From September, 1997 to April, 2001, Ms. Kranc served as Vice President, Marketing for Hannaford Bros. Inc., headquartered in Scarborough, Maine.
Director Qualifications:
Leadership experience: former Senior Vice President, Marketing and a Member of the Executive Committee of a NYSE company that is the leading retailer and leading distributor of automotive replacement parts and accessories in the United States (AutoZone)
Industry and Marketing experience: 35 years of experience in brand management, marketing and general management with success in consumer packaged goods/manufacturing as well as big box and small box retailing
Strategic Planning experience: developed strategic consumer based marketing plans for an $8 billion retailer with 5,000 stores (AutoZone)
Mr. Montgoris has been a Director since June 2004. He retired from The Bear Stearns Companies, Inc. in June 1999.  From 1987 to 1999, Mr. Montgoris served in the following positions with Bear Stearns: Chief Operating Officer (1996 to 1999), Chief Operating Officer and Chief Financial Officer (1993 to 1996) and Chief Financial Officer (1987 to 1993).  Mr. Montgoris is also a director of Carter’s, Inc. From July 2008 to November 2013, he served as a director of OfficeMax Incorporated. From June 1999 to March 2009, he served as a director of the Reserve Fund, a family of money market mutual funds.
Director Qualifications:
Leadership, Industry and Committee experience: former COO of a leading global investment banking, securities trading and brokerage firm (Bear Stearns); member of the Audit Committee of a large public company that is the largest branded marketer in the United States of apparel exclusively for babies and young children (Carter’s); former member of the Audit and Compensation Committees of a large public company that is a leader in both business-to-business and retail office products distribution (OfficeMax)
Finance experience: accounting background; Certified Public Accountant; former CFO of a leading global investment banking, securities trading and brokerage firm (Bear Stearns)
Mr. Reasor has been a Director since June 2012. Since May 2012, hehas been Senior Vice President, Investor Relations, Strategic Development, Public Affairs and Public Policy of Phillips 66 headquartered in Houston, Texas. From April 2009 to April 2012, Mr. Reasor served as Vice President, Investor Relations and Public Affairs of ConocoPhillips, a NYSE company that is also headquartered in Houston. From June 2005 to April 2009, he served as President, US Marketing of ConocoPhillips. Mr. Reasor is a director of Phillips 66 Partners GP LLC, which is the general partner of Phillips 66 Partners LP, a NYSE listed, master limited partnership formed by Phillips 66 to own,
Name Age Director
Since		 Business Experience, Current Positions on the Board’s Committees,
and Specific Qualifications for Service on the Board
Elaine D. Crowley* 57 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; Compensation 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 the Board with valuable leadership experience and financial and retail expertise.
Diane M. Ellis* 58 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; Corporate Governance and Nominating Committee (Chair)
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 the Board with valuable leadership and industry experience and retail, marketing and strategic planning expertise.
Michael L. Glazer 67 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 the Board with valuable retail expertise, leadership and industry experience.

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operate, develop and acquire crude oil, refined petroleum product and natural gas liquids pipelines and terminals and other transportation and midstream assets.
Director Qualifications:
Investor relations experience: significant experience in the development, implementation and articulation of corporate and marketing strategy; has developed commercial, financial and communications experience in domestic and international facilities; strong background working directly with investment analysts, institutional investors and the broad financial community
Name Age Director
Since		 Business Experience, Current Positions on the Board’s Committees,
and Specific Qualifications for Service on the Board
Earl J. Hesterberg* 62 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 the Board with valuable leadership and strategic planning experience and marketing and retail expertise.
Lisa R. Kranc* 62 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 September 2015, Ms. Kranc has served on the Board of Directors of Truck Hero, Inc., a supplier of truck accessories. From June 2014 to May 2015, Ms. Kranc 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 the Board with valuable leadership and strategic planning experience and marketing and retail expertise.
William J. Montgoris* 69 2004 
Business Experience:  Chairman of the Board of Stage since June 2010. From August 1993 until his retirement in June 1999, Mr. Montgoris served as Chief Operating Officer of The Bear Stearns Companies, Inc. (“Bear Stearns”), an investment bank and securities trading and brokerage firm. Mr. Montgoris also served as Chief Financial Officer at Bear Stearns from April 1987 until October 1996. Since August 2008, Mr. Montgoris has served on the Board of Directors of Carter’s, Inc., a retailer and marketer of children’s apparel, where he is a member of the audit committee. From July 2008 to November 2013, Mr. Montgoris served on the Board of Directors of OfficeMax Incorporated, an office products retailer, where he was a member of the audit and compensation committees.
Committee Memberships: Audit Committee
Director Qualifications:  Mr. Montgoris’ extensive experience in senior executive roles with a leading global investment banking firm and as a director at large public companies in the retail industry, as well as his experience as a Certified Public Accountant and deep finance and accounting knowledge, provides the Board with valuable leadership and financial and retail expertise.

Leadership experience: current Senior Vice President of an advantaged downstream energy company (Phillips 66). Former Vice President of a NYSE listed international exploration and production company (ConocoPhillips)
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Mr. Scozzafavahas been a Director since February 2012. Since December 2013, he has been an adviser to companies in the consumer products industry. From June 2007 to November 2013, Mr. Scozzafava served as Chief Executive Officer of Furniture Brands International, Inc.(“Furniture Brands”), a NYSE company headquartered in St. Louis, Missouri. Heserved as Chairman of the Board of Furniture Brands from May 2008 to November 2013. Furniture Brands filed a petition under Chapter 11 in the United States Bankruptcy Court for the District of Delaware on September 9, 2013, culminating with the sale of the assets of the company on November 25, 2013. From 2001 until June 2007, Mr. Scozzafava was employed at Wm. Wrigley Jr. Company, where he held several positions, most recently serving as Vice President - Worldwide Commercial Operations from March 2006 to March 2007, and as Vice President & Managing Director - North America/Pacific from January 2004 to March 2006.
Name Age Director
Since		 Business Experience, Current Positions on the Board’s Committees,
and Specific Qualifications for Service on the Board
C. Clayton Reasor* 59 2012 
Business Experience:  Executive Vice President, Investor Relations, Strategy, Corporate and Government Affairs of Phillips 66, an energy manufacturing and logistics company, since October 2014. From May 2012 to September 2014, Mr. Reasor served as Senior Vice President, Investor Relations, Strategic Development, Public Affairs and Public Policy of Phillips 66. From April 2009 to April 2012, Mr. Reasor served as Vice President, Investor Relations and Public Affairs of ConocoPhillips, a crude oil and natural gas exploration and production company. Mr. Reasor is a director of Phillips 66 Partners GP LLC, the general partner of Phillips 66 Partners LP, a publicly-traded owner, developer and acquirer of crude oil, refined petroleum and natural gas pipelines and terminals.
Committee Memberships: Compensation Committee; Corporate Governance and Nominating Committee
Director Qualifications:  Mr. Reasor’s significant experience in the development, implementation and communication of corporate strategy, his background working with investment analysts and investors and his tenure in executive roles for large public companies provides the Board with valuable strategic planning and investor relations expertise and leadership experience.
Ralph P. Scozzafava* 57 2012 
Business Experience:  Executive Vice President and Chief Operating Officer of Dean Foods Company, a food and beverage processor and distributor, since October 2014. From December 2013 to October 2014, Mr. Scozzafava was an adviser to consumer products companies. From May 2008 to November 2013, Mr. Scozzafava served as Chairman and CEO of Furniture Brands International, Inc. (“Furniture Brands”), a furniture manufacturer. From June 2007 to January 2008, Mr. Scozzafava served as Vice Chairman and CEO-designate of Furniture Brands. Furniture Brands filed for bankruptcy protection on September 9, 2013. From 2001 until June 2007, Mr. Scozzafava was employed at Wm. Wrigley Jr. Company, where he held several executive positions.
Committee Memberships: Audit Committee (Chair); Compensation Committee
Director Qualifications:  Mr. Scozzafava’s tenure in senior executive roles, including as a CEO, for large public companies and extensive experience in marketing, brand management and strategic planning provides the Board with valuable leadership and strategic planning experience and marketing and branded consumer goods expertise.
Director Qualifications:
Leadership experience: former CEO and Chairman of the Board of a NYSE company that ranks as one of the top United States makers of residential furniture (Furniture Brands)
Strategic planning: strong background in operations and consumer goods, with extensive experience in strategic planning through various executive leadership roles (Furniture Brands, Wrigley)
Industry and Marketing experience: 32 years of sales, marketing and general management experience in the consumer products industry. Responsible for all functions and operations of a global manufacturer and marketer of branded consumer goods (Furniture Brands, Wrigley)
Your Board of Directors recommends a vote FOR each nominee for Director.
INFORMATION RELATING TO THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF DIRECTORS AND COMMITTEESEACH NOMINEE LISTED ABOVE.
In GeneralGOVERNANCE
Board Leadership Structure
Our business is managed under the direction of ourthe Board. OurThe Board is currently consistscomprised of ten Directors.the nine directors identified in Item 1. Members of ourthe Board are kept informed of our business through discussions with our CEO and other officers,members of management, by reviewing materials provided to them, by visiting our offices, stores and distribution centers, and by participating in meetings of the Board and its Committees.committees.
Corporate Governance
Board Leadership Structure. Our CEO does not serve as the Chairman of ourthe Board. We believe that this leadership structure is appropriate for the Companyus because, while it allows the CEO to speak for and lead the Companyus and communicate with other members of senior management, it provides for effective oversight by ourthe Board, all of whose members are independent with the exception of Mr. Glazer, and all of whom are highly qualified and experienced and exercise a strong oversight function. This oversight function is enhanced byThe Chairman plans the fact that allagendas for meetings of the Board’s standing committees (Audit, Compensation,Board, chairs the Board meetings, and Corporate Governance and Nominating) are comprised entirely of Independent Directors.
The Board’s Role in Risk Oversight.The Board’s role in the risk oversightis responsible for briefing our CEO, as needed, concerning executive sessions of the Company is administered directly and through its standing committees as follows:
The Audit Committee has primary responsibility for financial oversight. In that regard, the Audit Committee’s purpose is to assist in the Board’s oversight of (i) the integrityindependent members of the Company’s financial statements, (ii)Board. The Chairman also determines when additional meetings of the Board are needed.

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Company’s compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications, independence and work, and (iv) the performance of the Company’s internal audit function and independent auditors. The Audit Committee acts independently as authorized and assists the Board in fulfilling its oversight responsibilities by reviewing certain financial information that is provided to the Board and others, the internal control structure, the audit process, and the adherence to applicable laws and regulations. Considering the size and complexity of the Company, the Committee must apply reasonable materiality standards to all of its activities. In addition, the Audit Committee has certain responsibilities with respect to our compliance program. For additional information, please see “Information Relating to the Board of Directors and Committees-Audit Committee” on page 12 of this Proxy Statement and “Item 3-Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2014-Audit Committee Report” on page 72 of this Proxy Statement.
The Compensation Committee considers the risks associated with our compensation policies and practices for all employees, including non-executive officers, to ensure that they do not create risks that are reasonably likely to have a material adverse affect on the Company. For additional information, please see “Information Relating to the Board of Directors and Committees-Compensation Committee” on page 12 of this Proxy Statement.
The Corporate Governance and Nominating Committee assists the Board in fulfilling its corporate governance and oversight responsibilities by reviewing corporate governance issues that may be brought before the Board, by exercising oversight over the Company’s Corporate Governance Guidelines by recommending qualified individuals for nomination as Directors and reviewing their performance, and by reviewing applicable laws and regulations related to corporate governance matters. For additional information, please see “Information Relating to the Board of Directors and Committees-Corporate Governance and Nominating Committee” on page 10 of this Proxy Statement.
The Board is kept abreast of its Committees' risk oversight and other activities via reports of each Committee Chairman to the full Board. These reports are presented at every regular Board meeting and include discussions of Committee agenda topics, including matters involving risk oversight.
Members of management who supervise the day-to-day risk management responsibilities periodically provide reports to the Board as a whole and to the Committees if requested.
The Board considers specific risk topics, including risks associated with our strategic plan, our capital structure and our development activities. In addition, the Board receives detailed regular reports from the members of our senior management team, which consists of the heads of our principal business and corporate functions, that include discussions of the risks and exposures involved in their respective areas of responsibility. These reports are provided in connection with regular Board meetings and are discussed, as necessary, at Board meetings. Further, the Board is routinely informed of developments affecting the Company that could affect our risk profile or other aspects of our business.
Director Independence.Nine of our ten Directors are Independent Directors, as independence is defined by the NYSE. One of our Directors is not an Independent Director by virtue of the fact that he is our President and CEO (Michael Glazer). All members of the Board’s Audit, Compensation, and Corporate Governance and Nominating Committees are Independent Directors. Members of the Audit Committee must also satisfy, and they do satisfy, a separate SEC independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than their Directors’ compensation.
Corporate Governance Guidelines.The Board hasWe have adopted written Corporate Governance Guidelines (the “Governance(“Governance Guidelines”) to assist it in the exercise of itsfulfilling our corporate governance responsibilities. The purpose of the Governance Guidelines is to provide a structure within which our Directorsdirectors and our management canmay monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing shareholder value over the long term. The Governance Guidelines are available onin the Investor Relations section of our website at www.stagestoresinc.com. They can be accessed by clicking “Investor Relations,” then(www.stagestoresinc.com) under the “Corporate Governance,”Governance” caption.
Code of Ethics and then “Corporate Governance Guidelines.”
Business Conduct and Code of Ethics for Senior Officers.InOfficers
We have adopted a written Code of Ethics and Business Conduct (“Code of Ethics”) to serve as the basic set of policies and procedures governing the behavior of our directors, executive officers and other employees in conformance with NYSE rules. It is our policy to adhere to the highest standards of business ethics in all our business activities. When engaging in any activity concerning us, our customers, competitors, suppliers, other employees, shareholders or the general public, our directors, executive officers and other employees must maintain standards of uncompromising integrity and conduct themselves in a professional manner with a positive, supportive attitude.
We have also adopted a Code of Ethics for Senior Officers (“Code for Senior Officers”) in order to promote ethical conduct in the practice of financial management throughout the Company, the Board has adopted a Code of Ethics for Senior Officers (the “Code”).management. We believe that in addition to theour CEO, the Chief Financial Officer and the Controller each holdshold an important and elevated role in

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corporate governance. The Code for Senior Officers is designed to deter wrongdoing and providesprovide principles to which our principal executive officer, principal financial officer, principal accounting officer, or controller or persons performing similar functions are expected to adhere and advocate. These principles embody rules regarding individual and peer responsibilities, as well as responsibilities to theour shareholders the public and others who have a stake in our continued success.
The Code is available on our website at www.stagestoresinc.com. It can be accessed by clicking “Investor Relations,” then “Corporate Governance,” and then “Code of Ethics for Senior Officers.” We intend to disclose future amendments to certain provisions of the Code, or waivers of such provisions granted to Directors and executive officers, if any, on our website within four business days following the date of such amendment or waiver or as otherwise may be required by the SEC.
Code of Ethics and Business Conduct.The Board has also adopted athe Code for Senior Officers are each available in the Investor Relations section of our website (www.stagestoresinc.com) under the “Corporate Governance” caption. We intend to post amendments to or waivers from any applicable provision (related to elements listed under Item 406(b) of Regulation S-K) of the Code of Ethics and Business Conduct (the “Codethe Code for Senior Officers (in each case, to the extent applicable to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions), if any, in the Investor Relations section of Ethics”our website (www.stagestoresinc.com) under the “Corporate Governance” caption.
Director Independence
The Board undertook its most recent annual review of director independence in March 2016. During the review, the Board, in accordance with NYSE rules, broadly considered all relevant facts and circumstances to determine whether any director has a material relationship with us, either directly or indirectly, other than serving as one of our directors, including all transactions, relationships and arrangements between each director, his or her affiliates, and any member of his or her immediate family, on one hand, and Stage, its subsidiary and members of management, on the other hand. The purpose of this review was to determine whether any such transactions, relationships or arrangements were inconsistent with a determination that the director is independent in accordance with NYSE rules.
As a result of the review, the Board affirmatively determined that, with the exception of Mr. Glazer, all of the directors nominated for election at the Annual Meeting are independent of Stage, its subsidiary and management under the standards set forth in the NYSE rules, and no director nominee has a material relationship with Stage, its subsidiary or management aside from his or her service as a director. Mr. Glazer was deemed not independent due to his employment as our President and CEO.
All members of the Board’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent directors. Members of the Audit Committee also satisfy a separate SEC independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from us or our subsidiary other than their directors’ compensation. Members of the Compensation Committee also satisfy separate NYSE independence requirements to ensure independence from management.

In evaluating director independence, the Board considered store leasing transactions between our subsidiary and Mr. Barocas’ employer, General Growth Properties, Inc. (“General Growth”). In the ordinary course of our business, we leased two of our more than 830 store locations from General Growth at January 30, 2016. As a result, the Board conducted an independence analysis to determine whether Mr. Barocas remains an independent director, pursuant to NYSE rules. Quarterly (most recently in March 2016), the Board reviewed the payments we made to General Growth in each of the last three years ($0.3 million in 2015, $0.3 million in 2014 and $0.5 million in 2013), discussed the matter with Mr. Barocas, and reviewed General Growth’s reported consolidated gross revenues ($2.4 billion in 2015, $2.5 billion in 2014 and $2.5 billion in 2013). As a result, the Board determined that the transactions are immaterial and do not impair Mr. Barocas’ independence. The Board also concluded that Mr. Barocas did not have a direct or indirect material interest in our store leasing transactions with General Growth during

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2015. As Mr. Barocas is employed by, and we lease stores from, General Growth, the Board will continue its quarterly reviews of these transactions and the independence of Mr. Barocas.
Related Person Transactions
The Board, with the assistance of the Audit Committee and the Corporate Governance and Nominating Committee, monitor compliance with our corporate governance policies, practices and guidelines applicable to our directors, nominees for director, officers and employees. Our Governance Guidelines, Code of Ethics and human resources policies address governance matters and prohibit, without the consent of the Board or its designee, directors, officers and other employees from engaging in transactions that conflict with our interests or that otherwise usurp corporate opportunities. Our Governance Guidelines also prohibit our directors, officers and other employees from entering into any agreement or arrangement with any person or entity or to authorize any transaction which we may be required to disclose to the SEC unless the agreement or arrangement is approved by the basic setBoard.
Pursuant to our written Related Person Transaction Policy, the Audit Committee also evaluates “related person transactions,” which we define more stringently than is required under SEC rules. Under our policy, we consider a related person transaction to be any transaction, arrangement or relationship (or any series of policiessimilar transactions, arrangements or relationships): (1) involving more than $5,000 in which we and procedures governing the behaviorany of all Directors,our directors, executive officers, other employees, holders of more than five percent of our common shares, or their respective immediate family members were or are to be a participant; and (2) in which such related person had, has or will have a direct or indirect material interest. Our policy requires our directors, executive officers and other employees to report to the attention of the Company (each employee an “Associate” and collectively the “Associates”) in conformance with Section 303A.10Chair of the NYSE Listed Company Manual. ItAudit Committee all transactions, whether proposed or existing, of which they have knowledge and which they believe may constitute a related person transaction. If the Audit Committee Chair, with the assistance of legal counsel, determines that the transaction constitutes a related person transaction, the Audit Committee Chair or our Chief Legal Officer will notify the other members of the Audit Committee.
Thereafter, the Audit Committee will review the related person transaction, considering all factors and information it deems relevant, and approve or disapprove the transaction in light of what the Committee believes to be the best interests of Stage and our shareholders. If advance approval is not practicable or if a related person transaction that has not been approved is discovered, the Audit will promptly consider whether to ratify the transaction. Where advance approval is not practicable or we discover a related person transaction that has not been approved and the Audit Committee disapproves the transaction, the Committee will, taking into account all of the factors and information it deems relevant (including the rights available to us under the transaction), determine whether we should amend, rescind or terminate the transaction in light of what it believes to be the best interests of our policyshareholders and company. We do not intend to adhereengage in related person transactions disapproved by the Audit Committee. Examples of factors and information that the Audit Committee may consider in its evaluation of a related person transaction include: (1) the reasons for entering into the transaction; (2) the terms of the transaction; (3) the benefits of the transaction to us; (4) the comparability of the transaction to similar transactions with unrelated third parties; (5) the materiality of the transaction to each party; (6) the nature of the related person’s interest in the transaction; (7) the potential impact on the independence of an outside director; and (8) the alternatives to the highest standardstransaction.
In addition, on an annual basis, each director, director nominee and executive officer must complete a questionnaire that requires written disclosure of business ethicsany related person transaction. The responses to these questionnaires are reviewed by our Chief Legal Officer and Controller, and shared with the Board, to identify any potential conflicts of interest or potential related person transactions.
If a related person transaction, as defined under SEC rules, existed, we would disclose the transaction as required. Based on our most recent review conducted in allthe first quarter of 2016, none of our business activities. When Associates aredirectors, director nominees, officers or other employees have engaged in any activity concerningrelated person transaction requiring disclosure since the Company, our customers, competitors, suppliers, other Associates, shareholders or the general public, they must maintain standardsbeginning of uncompromising integrity and conduct themselves in a professional manner with a positive, supportive attitude about the Company. The Code of Ethics is available on our website at www.stagestoresinc.com. It can be accessed by clicking “Investor Relations,” then “Corporate Governance,” and then “Code of Ethics and Business Conduct.” We intend to disclose future amendments to certain provisions of the Code of Ethics, or waivers of such provisions granted2015.
Loans to Directors and Executive Officers Prohibited
Our GovernanceGuidelines also prohibit us from, directly or indirectly, extending or maintaining credit, or arranging for or guaranteeing the extension of credit, in the form of a personal loan to or for any of our directors, executive officers if any, on our website within four business days following the date of such amendment or waiver or as otherwise may be required by the NYSE or the SEC.their immediate family members.
Non-Accounting Complaints.We have established procedures to enable anyone who has a concern about a violation of the Code of Ethics or any other Company policy to report that concern through normal Company channels or anonymously. An Anonymous Ethics Hotline is maintained by an independent third party and is available 24 hours a day, 7 days a week.
Accounting Complaints.  The Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. These procedures, which are incorporated into the Code of Ethics, (i) set forth a statement about our commitment to comply with the laws; (ii) encourage employees to inform us of conduct amounting to a violation of the applicable standards; (iii) describe prohibited conduct; (iv) set forth compliance procedures that employees can easily use, including making anonymous complaints; and (v) provide assurances that there will be no retaliation for reporting suspected violations.
Policy on Poison Pills.Pills
The term “Poison Pill”“poison pill” refers to a type of shareholder rights plan that some companies adopt to provide an opportunity for negotiation during a hostile takeover attempt. The Board has not adopted a Poison Pill.poison pill. However, as we are a Nevada corporation, our Articles of Incorporation provide that we have expressly elected to be governed by Chapter 78 of the Nevada Revised Statutes (“NRS”) with respect to the acquisition of a controlling interest in the Company.us. NRS 78 provides that a person who seeks to acquire a “Controlling Interest”“controlling interest” (20% or greater) in a Nevada corporation will only obtain such voting rights in the shares acquired (the “Control Shares”(“control shares”) as are granted by a vote of the holders of a majority of theour remaining voting power of the Company at a


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special or annual meeting of the shareholders. In addition, NRS 78 provides that the Companywe may redeem not less than all of the Control Sharescontrol shares at the average price of the Control Sharescontrol shares if the Control Sharescontrol shares are not granted full voting rights by the shareholders.
Attendance at Board, Committee and AnnualShareholder Meetings
Board Meetings.The Board held four regular meetings and onefive special meetingmeetings during our 2013 Fiscal Year.2015. During our 2013 Fiscal Year, no current Director2015, each director attended fewer thanat least 75% of the aggregate of the total number of meetings of the Board and of meetings held bythe committees of the Board on which he or she was a memberserved (in each case, held during the timeperiods that he or she was a Director.served). The independent directors meet in regularly scheduled executive sessions of the Board and its committees without employees and non-independent directors present. The Chairman of the Board or committee chair, as applicable, presides at all executive sessions. In addition to regularly scheduled meetings, a number of Directorsdirectors were involved in numerous informal meetings with management, offering valuable advice and suggestions on a broad range of corporate matters.

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Executive Sessions (Meetings of Independent Directors).As described in the Governance Guidelines, the Independent Directors meet in regularly scheduled executive sessions without employees and non-Independent Directors present. The Chairman of the Board presides at all executive sessions.
Annual Meeting.It is the Board’s policy that Directorseach director nominee should attend ourbe present for the annual meeting of the shareholders absent exceptional cause. Last year, eight DirectorsEach director named in Item 1 attended the 2015 annual meeting of shareholders.
StandingBoard’s Role in Risk Oversight
The Board’s role in risk oversight is administered directly and through its standing committees, with each committee’s role more fully described in the “Role of the Board’s Committees” section below. The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal controls, the integrity of our financial statements, legal and regulatory compliance, our audit, accounting and financial reporting processes, the qualifications, independence and work of our independent registered public accounting firm, and the evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs, policies and practices. The Corporate Governance and Nominating Committee manages risks associated with corporate governance, related person transactions, succession planning, business conduct and ethics, and the performance of the Board, its committees and directors.
While each committee is responsible for evaluating certain risks and overseeing the management of those risks, the entire Board is regularly informed about those risks through committee reports. The reports are regularly presented to the Board and include discussions of committee agenda topics, including matters involving risk oversight. The Board may also directly consider specific topics, including risks associated with our strategic plan, capital structure and development activities. Members of management who supervise the day-to-day risk management responsibilities periodically provide reports to the Board as a whole and to the committees as requested.
Role of the Board’s Committees
The Board has the followingthree standing committees:committees - Audit, Compensation, and Corporate Governance and Nominating Audit- that assist and Compensation. Eachreport their activities to the Board. In accordance with the applicable rules of the NYSE and SEC, each committee is organized and operates under a Board-adopted written charter that is periodically reviewed by the respectivecharter. Each committee and the Corporate Governance and Nominating Committee.Committee annually review and assess the adequacy of the charters and recommend changes to the Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. Pursuant to its respective charter, each committee has the authority to engage, at our expense, advisors as it deems necessary to carry out its duties. The function and authority of each committee are further described below and in each committee’s respective charter. The committee charters are available in the Investor Relations section of our website (www.stagestoresinc.com) under the “Corporate Governance” caption.
The Board and the Corporate Governance and Nominating Committee annually conduct performance evaluations of the Board, each committee and each director. Under the procedures adopted by the Board, each director evaluates the Chairman of the Board, the Board, each committee and each other director. In order to continuously improve the Board governance, the results of the individual director evaluations are communicated to the respective directors and the results of the Chairman, Board and committees’ evaluations are reported to all directors.

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Each committee is comprised entirely of independent directors as required by each committee’s charter and applicable SEC and NYSE rules. The following table provides information concerningreflects the independence of our Directors and thecurrent membership of each committee.committee:

DIRECTOR INDEPENDENCE AND COMMITTEE MEMBERSHIP
DirectorIndependent Directors Board
Audit
Committee
 
Compensation
Committee
Corporate
Governance and Nominating Committee
Audit
Committee

Compensation
Committee
Mr. Barocas (I) X X (C)M 
M
Ms. Crowley XMM
Ms. Ellis (I) XM 
 X (ACFE)XC
Mr. Glazer X 
 

Ms. Greene (I)XXX (ACFE)
Mr. Hesterberg (I) X XC 
X (C)M
Ms. Kranc (I) X XM 
XM
Mr. Montgoris (I)M  X (C) 
X (ACFE)
Mr. Reasor (I) X XM 
X
Mr. Schwartz (I)XXX (C)(ACFE)
M
Mr. Scozzafava (I) XC 
M		 X (ACFE)X

(I)    The Director is an Independent Director.__________
(C)     The Director is the Chairman.
(ACFE)     The Director is an Audit Committee Financial Expert.

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Corporate Governance and Nominating Committee
In General. The members of the Corporate Governance and Nominating Committee are Alan Barocas (Chairman), Gabrielle Greene, Earl Hesterberg, Lisa Kranc, Clayton Reasor and David Schwartz, all of whom are Independent Directors. The Committee’s primary purposes are (i) to develop, recommend to the Board, maintain and review the Governance Guidelines and propose changes to the Governance Guidelines as corporate governance developments warrant, (ii) to consider any Director candidates recommended by shareholders, (iii) to identify, recruit and recommend potential candidates for nomination as Directors to the Board consistent with criteria approved by the Board, and to nominate Directors for membership on Board committees, (iv) to evaluate the overall performance of the Board, the committees of the Board, the Directors and management, and (v) to report annually to the Board on the status of the Chief Executive Officer’s succession plan. The Committee assists the Board in fulfilling its corporate governance and oversight responsibilities by reviewing corporate governance issues that may be brought before the Board, by exercising oversight over the Governance Guidelines, by recommending qualified individuals for nomination as Directors and reviewing their performance, and by reviewing applicable laws and regulations related to corporate governance matters. Annually, the Committee evaluates the overall performance of the Board and the Governance Guidelines. Periodically, the Committee reviews the compensation paid to the Directors. An annual performance evaluation of the Committee is conducted by the Board and the members of the Committee. The Committee met four times during our 2013 Fiscal Year.
Committee Meetings; Reports to the Board. The Corporate Governance and Nominating Committee meets as frequently as circumstances require, but in any event a minimum of four times per year. Meetings are led by the Chairman or by his or her designee should the Chairman be unable to attend. The Chairman, in consultation with Committee members, determines the frequency and length of Committee meetings. The Committee may ask members of management or others to attend meetings and may provide pertinent information to them, as the Committee deems necessary.The Committee reports to the Board as frequently as circumstances require, but in any event a minimum of four times each year.
Corporate Governance and Nominating Committee Charter.The Corporate Governance and Nominating Committee’s Charter is posted on our website at www.stagestoresinc.com. It can be accessed by clicking “Investor Relations”, then “Corporate Governance”, and then “CG&NC Charter.”
Evaluation of the Chairman, the Board, Board Committees and Individual Directors.The Corporate Governance and Nominating Committee is responsible for establishing the evaluation criteria and implementing the process for the annual evaluation of the Chairman, the Board, the Board Committees and the individual Directors. Each Director annually evaluates the Chairman, the Board, the Board Committees and the other Directors. With respect to the Chairman, the Board and the Board Committees, the evaluations are of their overall performance as a whole and the Committee considers specific areas in which the Directors believe a better contribution could be made. The results of the evaluations of the Chairman, the Board and the Board Committees are reported to the entire Board by the Chairman. With respect to the evaluation of individual Directors, the purpose of the evaluation is to increase the corporate governance effectiveness of the Board, not to target individual Directors. The results of the individual Director evaluations are communicated to the respective Directors by the Chairman or his designee and, in the case of the Chairman, by outside counsel.
Evaluation of the Guidelines, Committee Charters, Corporate Governance Policies and Related Party Transactions. With input from the other Directors, the Corporate Governance and Nominating Committee reports annually to the Board on its evaluation of the Governance Guidelines, the Committee charters, any other corporate governance policies, and any related party transactions (transactions involving the Company and any executive officer, Director, employee or their affiliates and immediate family members).
Director Qualifications; Process for Identifying and Evaluating Nominees.Nominees for Director must possess the following minimum qualifications: broad experience, diversity (differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to the Board’s heterogeneity), wisdom, integrity, the ability to make independent analytical inquiries, an understanding of our business environment, and a willingness to devote adequate time to Board duties. The Corporate Governance and Nominating Committee is responsible for assessing the appropriate balance of skills and qualifications required of Directors. In identifying and evaluating nominees for Director, including nominees recommended by shareholders, the Corporate Governance and Nominating Committee will implement such processes as it deems appropriate including, in its sole discretion, retaining

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a third party or third parties to identify or evaluate or assist in identifying or evaluating potential nominees. However, at a minimum, each nominee for Director must (i) meet the minimum qualifications set forth above, (ii) have at least one interview with the Corporate Governance and Nominating Committee and with any other Board member who requests an interview, and (iii) complete and sign a Director and Executive Officer Questionnaire in a form deemed appropriate by the Board prior to his or her nomination to the Board. Each Director must no less than annually complete and sign a Director and Executive Officer Questionnaire in a form deemed appropriate by the Board. In the event any information contained on a Director’s most recent Director and Executive Officer Questionnaire becomes incomplete or inaccurate, it is the responsibility of the Director to provide complete and accurate information to the Corporate Governance and Nominating Committee within thirty days. When formulating its Director recommendations, the Committee will also consider any advice and recommendations offered by our CEO and any other members of the Board.
Diversity. The Board endeavors to have a Board representing a range of experience in business and in other areas that are relevant to the Company’s activities. The goal of the Corporate Governance and Nominating Committee is to achieve a Board that, as a whole, provides effective oversight of the management and business of the Company through, among other things, diversity (differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to the Board’s heterogeneity). This policy with respect to the consideration of diversity in identifying Director nominees is implemented, and its effectiveness assessed, annually by both the Board and the Corporate Governance and Nominating Committee as part of the Director nomination process.
Consideration of Shareholder Nominees.When formulating its Director recommendations, the Corporate Governance and Nominating Committee will also consider any written recommendations received from our shareholders identifying the nominee and stating his or her qualifications. The Committee evaluates all nominees for Director in the same manner regardless of the source of the recommendation. For the Annual Meeting of Shareholders in 2015, recommendations for Director nominees must be submitted in writing by Thursday, January 1, 2015 to the Corporate Governance and Nominating Committee, c/o Oded Shein, Secretary, Stage Stores, Inc., 10201 Main Street, Houston, Texas 77025, and must include the names of such nominees, together with their qualifications for service as a Director of the Company.
Succession Planning. The Governance Guidelines require (i) the Corporate Governance and Nominating Committee to make an annual report to the Board on emergency as well as expected CEO succession planning and (ii) the CEO to prepare, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the Company, if all or a portion of the executive officers of the Company should unexpectedly become unable to perform their duties. The short-term succession plan will be in effect until the Board has the opportunity to consider the situation and take action, when necessary.
Consultants. The Corporate Governance and Nominating Committee has the authority to retain, from time to time and at our expense, search firms and other consultants to assist it in identifying and recruiting potential directors for nomination, in evaluating director compensation, and to otherwise carry out its responsibilities and duties and to approve the search firm or other consultants, fees and other retention terms.
Engagement of Compensation Consultant-Director Compensation. The Corporate Governance and Nominating Committee (i) has the authority to retain, from time to time and at our expense, a professional compensation consulting firm to review our Director compensation program, and (ii) has selected and engaged Towers Watson, a leading global professional services firm, as its independent consultant to advise it on Director compensation. Likewise, the decision to retain a consultant is at the sole discretion of the Corporate Governance and Nominating Committee and the consultant works at the direction of the Corporate Governance and Nominating Committee.
Compensation of Directors; Role of Compensation Consultant in Determining or Recommending the Amount or Form of Director Compensation. It is the responsibility of the Corporate Governance and Nominating Committee to recommend to our Board alternative forms of Director compensation. Our management reports at least once a year to the Corporate Governance and Nominating Committee on the status of our Director compensation in relation to the compensation of directors of our Peer Group. With the assistance of Towers Watson as its Director compensation consultant, the Corporate Governance and Nominating Committee periodically evaluates Director compensation to ensure that our Directors are compensated in a manner consistent with those of our Peer Group. Changes in Director compensation, if any, are recommended by the Corporate Governance and Nominating Committee, but must be approved by our Board after a full discussion.

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The nature and role of Towers Watson’s assignment with respect to Director compensation and its interaction with the Chairman of the Corporate Governance and Nominating Committee is essentially the same as it is with the Compensation Committee in the case of executive officer compensation. However, Towers Watson only attends meetings of the Corporate Governance and Nominating Committee that involve Director compensation, which is generally one meeting a year.
MDenotes a member of the committee.
CDenotes the chair of the committee.
Audit Committee
In General.The membersprimary purpose of the Audit Committee are David Schwartz (Chairman), Diane Ellis, Gabrielle Greene, William Montgoris and Ralph Scozzafava, all of whom are Independent Directors. The Committee’s primary purposes areis to (i)(1) assist the Board in its oversight of (a) the integrity of the Company’sour financial statements, (b) the Company’sour compliance with legal and regulatory requirements, (c) the Company’s independent auditor’s qualifications and independence and (d) the performance of the Company’s internal audit function and independent auditors, and (ii) prepare an Audit Committee Report as required by the SEC to be included in the Company’s annual proxy statement. The Committee’s primary responsibilities and duties are (i) to monitor the integrity of our financial process and systems of internal controls regarding finance, accounting and legal compliance, (ii) to select, retain, terminate, determine compensation and oversee the work of our independent registered public accounting firm, (iii) to ensure the independence and monitor the performance of our independent registered public accounting firm, and (d) the performance of our internal auditing department, (iv) to provide an avenue of communication between ouraudit function and independent registered public accounting firmfirm; and our internal auditing department, and (v) to provide an avenue(2) prepare the Audit Committee Report disclosure required by Item 407(d)(3) of communication among our independent registered public accounting firm, our management, our internal auditing department andRegulation S-K. The Audit Committee was established in accordance with Section 3(a)(58)(A) the Board. An annual performance evaluationSecurities Exchange Act of 1934, as amended (“Exchange Act”). The Board has determined that each member of the Audit Committee is conducted“financially literate,” as required by the BoardNYSE rules, and the members of the Committee. The Committee met ten times during our 2013 Fiscal Year.
Committee Meetings; Reports to the Board. The Audit Committee meets as frequently as circumstances require, but in any event a minimum of four times per year. Meetings are led by the Chairman or by his or her designee should the Chairman be unable to attend. The Chairman, in consultation with Committee members, determines the frequency and length of Committee meetings. The Committee may ask members of management or others to attend meetings and may provide pertinent information to them, as the Committee deems necessary.Most meetingsallow time for an executive session in which the Committee and others specifically requested by the Committee (such as representatives of the Company’s independent registered public accounting firm) have an opportunity to directly discuss all accounting issues without the presence of management. The Committee reports to the Board as frequently as circumstances require, but in any event a minimum of four times each year.
Authority to Engage Advisors and to Conduct Independent Investigations. The Audit Committee has the authority to engage, at the Company’s expense, independent counsel and other advisors it determines necessary to carry out its duties. The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and duties, and it has direct access to our independent registered public accounting firm as well as anyone in the Company.
Audit Committee Charter. The Audit Committee’s Charter is available on our website at www.stagestoresinc.com. It can be accessed by clicking “Investor Relations,“audit committee financial expert,” then “Corporate Governance,” and then “Audit Committee Charter.”
Audit Committee Financial Expert. The Board has determined that Ms. Greene, Ms. Ellis and Messrs. Montgoris, Schwartz and Scozzafava are Audit Committee Financial Experts, as that term is defined by the SEC.
Audit Committee Report. The Audit Committee Report is on page72 of this Proxy Statement.met 10 times during 2015.
Compensation Committee
In General. The members of our Compensation Committee are Earl Hesterberg (Chairman), Alan Barocas, Diane Ellis, Lisa Kranc, Clayton Reasor and Ralph Scozzafava, all of whom are Independent Directors. Our Board has entrusted the Compensation Committee with overall responsibility for establishing, implementing and monitoring our executive compensation program. The primary purpose of the Compensation Committee is to administerdischarge the cash salary, bonusresponsibilities of the Board relating to the compensation of our Chief Executive Officer (“CEO”) and other incentive compensation programs for the current and future executive officers of the Company.officers. In addition, the Compensation Committee’s key responsibilities includeinclude: (1) establishing the following: (i) review and approve corporate goals and objectives relevant tofor CEO compensation, evaluate the CEO’sperformance, evaluating CEO performance against those goals and objectives and either as a

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committee or together with the other Independent Directors, determine and approve the CEO’ssetting CEO compensation level based on this evaluation, (ii) makethe evaluation; (2) reviewing the performance of, and setting the compensation for, our other executive officers; (3) reviewing and approving the terms of all compensation plans, policies and programs, including employment and severance agreements, for our CEO and other executive officers; (4) making recommendations to the Board with respect to non-CEO executive officerour incentive compensation and incentive-compensation and equity-based plans that are subject to Board approval,approval; and (iii) prepare a Compensation Committee Report and/or such other disclosure as may be required by applicable SEC rules or regulations.
An annual performance evaluation of the Compensation Committee is conducted by the Board(5) reviewing and the members of the Committee. The Committee met five times duringmonitoring our 2013 Fiscal Year.
Committee Meetings; Reports to the Board. The Compensation Committee meets as frequently as circumstances require, but in any event a minimum of four times per year. Meetings are led by the Chairman or by his or her designee should the Chairman be unable to attend. The Chairman, in consultation with Committee members, determines the frequency and length of Committee meetings. The Committee may ask members of management or others to attend meetings and may provide pertinent information to them, as the Committee deems necessary.At least one meeting per year held in person allows time for an executive session in which the Committee and others specifically requested by the Committee (such as outside consultants) have an opportunity to directly discuss all executive compensation issues without the presence of management. The Committee reports to the Board as frequently as circumstances require, but in any event a minimum of four times each year.
Compensation Committee Charter.The Compensation Committee’s Charter is available on our website at www.stagestoresinc.com. It can be accessed by clicking “Investor Relations,” then “Corporate Governance,” and then “Compensation Committee Charter.”
Compensation Committee Report. The Compensation Committee Report is on page 44 of this Proxy Statement.
Compensation and Compensation Principles.For a discussion of executive officer compensation and compensation principles, please see “Compensation of Directors and Executive Officers-Compensation Discussion and Analysis” and the compensation tables and narrative discussions that follow beginning on page 23 of this Proxy Statement.
Processes and Procedures for Executive Officer Compensation; Committee Meetings. In addition to the purposes set forth in “Compensation Committee-In General”, above,the primary responsibilities and duties of the Compensation Committee are as follows: (i) review and evaluate the performance and approve the compensation of our executive officers, (ii) review and approve the terms and conditions of written employment, separation and retirement agreements for our executive officers, (iii) provide oversight of all cash compensation, equity compensation, benefits and perquisites for the entire officer population, (iv) review and monitor equity incentive plans as well as any pension, profit sharing and benefit plans, (v) oversee the Company’s compensation policies and practices for all employees, including non-executive officers, so that they do not createin order to avoid risks that are reasonably likely to have a material adverse affecteffect on us. Additional information regarding our executive compensation program, including our processes and procedures for the Company,consideration and (vi) oversee the Board’s annual performance evaluationdetermination of our CEO using a process consistent with that set forthexecutive officer compensation, is described in the Governance Guidelines.
“Executive Compensation” section of this Proxy Statement. The Compensation Committee reviews compensation analyses prepared by an independent compensation consultant for benchmarking purposes. The Committee recommends our CEO’s compensation to the Board, reviews and discusses recommendations for other senior executives with our CEO and recommends final pay packages to the Board. The Committee also reviews overall program design and total costs compared to approved strategies.met four times during 2015.
TheExecutive Compensation Committee believes that having the input of management is important to the overall effectiveness of our executive compensation program. Our CEO and our Executive Vice President, Human Resources (“EVP Human Resources”) are the primary representatives of management who interact with the Committee. The Committee seeks input from our CEO and our EVP Human Resources regarding the performance of our executive team and individual compensation levels (within parameters approved by the Committee) and also seeks recommendations on various executive compensation awards (e.g., new hire equity grants). In addition, our CEO and our EVP Human Resources regularly attend Committee meetings (except for executive sessions) to participate in the presentation of materials and discussion of management’s point of view regarding compensation issues.Consultants
Our CEO is not permitted to be present during deliberations and voting regarding his or her compensation. While our CEO may be present during deliberations and voting on the compensation of other executive officers, our CEO may not vote on their compensation.

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All base salary, bonus compensation and equity awards, regardless of the amount and the number of shares, at the Executive Vice President level and above must be approved by the Board. The Board has granted our CEO the authority (i) to determine and modify, in his or her discretion, the base salary and bonus compensation of employees of the Company other than executive management (Executive Vice Presidents and above) subject to a maximum base salary of $400,000 and a maximum bonus target of 50% with respect to any single employee in any single calendar year, and (ii) to award up to 5,000 Performance Shares or shares of Restricted Stock under our Amended and Restated 2001 Equity Incentive Plan, our Second Amended and Restated 2008 Equity Incentive Plan, or other equity incentive plan approved by the Company’s shareholders to any single employee in any single calendar year other than executive management.
Authority to EngageCompensation Consultants-Executive Officer Compensation. The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultantconsultants to review our executive officer compensation program, including, but not limited to, a review of our “performance based” compensation programs in light of Section 162(m) of the Internal Revenue Code. For a discussion of Section 162(m), please see “Tax, Accounting and Other Implications-Deductibility of Executive Compensation” on page 43 of this Proxy Statement.
program. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant retained by the Compensation Committee. The decision to retain a compensation consultant is at the sole discretion of the Committee and the compensation consultant works at the direction of the Committee. The Company mustWe provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any compensation consultant retained by the Compensation Committee.

In September, 2013, the
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The Compensation Committee has selected and retained Willis Towers Watson as its independent compensation consultant to advise it on executive compensation. From 2005 until September 2013, Hay Group had been engagedThe Compensation Committee assessed the independence of Willis Towers Watson pursuant to NYSE and SEC rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from time to time by both the Committee and management for professional compensation consulting with respect to compensation of the Company’s executive officers.
Review of Compensation Consultant Arrangements. In September 2013,independently representing the Compensation Committee and the Board reviewed the then existing compensation consultant arrangements. A general discussion was held concerning whether the Board, by and through the Compensation Committee with respect to executive officer compensation and related matters (e.g., comparator data, the Compensation Discussion and Analysis in the Company’s proxy statements and interactions with proxy advisory companies) and by and through the Corporate Governance and Nominating Committee with respect to Director compensation, on the one hand, and the Company, by and through management with respect to the compensation of other officers, on the other hand, should retain the services of separate compensation consultants and, if so, who those compensation consultants should be. The Board reviewed management’s approach to hiring its compensation consultant as well as the roles, responsibilities, requirements (including timing) and the costs of compensation consultants.during 2015.
Based upon the recommendation of the Compensation Committee, the Board determined and directed that the Board, by and through the Compensation Committee with respect to executive officer compensation and related matters, such as those described in the previous paragraph, and by and through the Corporate Governance and Nominating Committee with respect to Director compensation, on the one hand, and the Company, by and through management with respect to the compensation of other officers, on the other hand, should retain the services of separate compensation consultants and that (i) the Board and its Committees should retain the services ofDuring 2015, we paid Willis Towers Watson and (ii) the Company should retain the services of another compensation consultant as needed. However, the Board determined that the Company should continue to participate$79,585 in the Hay Group annual compensation survey, as it has for many years, since management may need this information in its work for the Board and for Board committees.
Role of Compensation Consultant in Determining or Recommending the Amount or Form of Executive Officer Compensation. On an annual basis, the Compensation Committee’s consultant prepares competitive pay analyses regarding both our peer group of companies, as identified on page 29 of this Proxy Statement (the “Peer Group”), and the broader market. It provides information on our performance compared to the Peer Group and to our performance group of companies, as identified on page 30 of this Proxy Statement (the “Performance Group”). While we do not think it is appropriate to establish compensation based solely on benchmarking, this information is helpful in understanding the competitive market and the reasonableness of our compensation structure.

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The Chairman of the Compensation Committee works directlyconnection with the Compensation Committee’s consultant to determine the scopeengagement of the work needed to assist the Compensation Committee in its decision making processes. When requested, the Compensation Committee’s consultant attends Compensation Committee and Board meetings and the Compensation Committee’sWillis Towers Watson for executive sessions to present and discuss marketcompensation consulting services. In addition, we paid Willis Towers Watson $7,169 for data and program design alternatives,surveys and to provide advice and counsel regarding decisions facing the Compensation Committee. Occasionally, the Compensation Committee’s consultant also meets individually$150,627 for actuarial retirement services associated with the Chairman of the Compensation Committee prior to Board meetings to discuss findings and issues. In addition, with the agreement and approval of the Committee, the Compensation Committee’s consultant works with our management team ona broad-based compensation design and issues and links them to our overall executive compensation strategy.
Additional Services Provided by Compensation Consultant. Since 2001, when its predecessor was first engaged by the Company on the recommendation of management and with the approval of the Compensation Committee and the Board at the time, and during Fiscal 2013, Towers Watson provided the following services to the Company and its affiliates in addition to providing services to the Compensation Committee with respect to executive compensation and to the Corporate Governance and Nominating Committee with respect to Director compensation: benefit calculations, plan year funding valuations, annual funding notice, actuarial plan valuations, quarterly funded status updates and other services to a broad based defined benefit plan that the Company sponsors,we sponsor, which covers substantially all employees who had met eligibility requirements and were enrolled prior to June 30, 1998 (the “Stage(“DB Plan” and the “Plan Services”). The StageDB Plan was frozen effective June 30, 1998. None1998, and none of our Named Executive Officersnamed executive officers (as described in the “Executive Compensation” section of this Proxy Statement) are participants in the StageDB Plan.
During Fiscal 2013, the Company paid Towers Watson aggregate fees of $40,901 for determining or recommending the amount or form of executive and director compensation. During Fiscal 2013, the Company and its affiliate (i.e., the Trust that administers the Stage Plan) paid Towers Watson aggregate fees of $185,967 for providing the Plan Services. The fees paid for services related to the DB Plan Services were paid to a different line of business (i.e., segment) within Willis Towers Watson and were not associated in any way with the compensation advice provided by Towers Watson. The Committee considered and is comfortable with the protocols thatWillis Towers Watson hasexecutive compensation team that provided advice to protect against any potential conflicts of interest.the Compensation Committee.
Independence of Compensation Consultant; Conflicts of Interest. The Compensation Committee assessed the independence of Hay Group and Towers Watson pursuant to SEC Rules and concluded that no conflict of interest exists that would prevent either Hay Group or Towers Watson from independently representing the Committee during Fiscal 2013.
Authority to Engage Independent Legal Counsel and Other Advisers. The Compensation Committee has the authority, in its sole discretion, to retain, from time to time and at the Company’s expense, independent legal counsel and other advisers. The Committee is directly responsible for the appointment, compensation and oversight of the work of any independent legal counsel and other advisers retained by the Committee.
Compensation Committee Interlocks and Insider Participation.
No member of our Compensation Committee serves, or has served at any time, as one of our officers or employees or has, during 2015, had a material interest in any related person transaction, as defined in Item 404 of Regulation S-K. None of our Directors are employed atexecutive officers serve or, during 2015, served as a company whosemember of the board of directors or compensation committee includesof any other company that has or had an executive officer serving as a member of the Board or Compensation Committee.
Corporate Governance and Nominating Committee
The primary purposes of the Corporate Governance and Nominating Committee are to: (1) maintain and review the Governance Guidelines and propose to the Board changes to the Governance Guidelines as corporate governance developments warrant; (2) identify qualified candidates for nomination as directors to the Board who meet the criteria for Board membership approved by the Board; (3) oversee the annual evaluation of the performance of the Board, the committees of the Board, the directors and management; (4) recommend to the Board director nominees for the next annual meeting of shareholders and for each committee of the Board; (5) review, and report to the Board, annually on the status of the CEO succession plan; and (6) evaluate director compensation to ensure that our directors are competitively compensated and recommend any proposed changes in director compensation to the Board for its approval. The Corporate Governance and Nominating Committee met four times during 2015.
Director Qualifications; Identifying and Evaluating Nominees
The Corporate Governance and Nominating Committee is responsible for recommending to the Board the appropriate skills and qualifications required of Board members and assessing the appropriate balance of skills and qualifications required of directors based on our needs from time to time. At a minimum, director nominees should possess the following skills and qualifications: broad experience, wisdom, integrity, the ability to make independent analytical inquiries, an understanding of our business environment, and willingness to devote adequate time to Board duties. The Corporate Governance and Nominating Committee and the Board shall endeavor to have a Board representing a range of experience in business and in other areas that are relevant to our activities with a goal of achieving a Board that, as a whole, provides effective oversight of our management and business through, among other things, diversity (i.e., differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to the Board’s heterogeneity). The consideration of diversity in identifying director nominees is integrated annually as part of the director nomination process by both the Board and the Corporate Governance and Nominating Committee.
The Corporate Governance and Nominating Committee also considers the current composition of the Board and other relevant factors and attributes that it deems appropriate and important for nominees to make meaningful contributions to the Board and our business, including:
Leadership. Directors with experience in significant leadership positions over an extended period, particularly CEO and Chief Operating Officer positions, provide us with special insights. These individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.
Strategic Planning Experience. Effective strategic planning is critical to our success. Therefore, extensive experience in strategic planning as a result of various executive officers.leadership roles is very important to us.
Retail Industry Experience. Experience in the retail industry as executives, directors, consultants, professionals or in other capacities is important to help provide context to our decisions, results and operations, as well as to provide oversight to our management team.

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Financial Expertise. An understanding of finance and financial reporting processes is important for our directors, as we measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and vigorous auditing are critical to our success. We seek to have at least a majority of the members of our Audit Committee qualify as audit committee financial experts (as defined by NYSE rules) and we expect all of our directors to be financially knowledgeable.
Marketing Experience. As a retailer, marketing is critical to our success. Therefore, marketing expertise, both for brick-and-mortar stores and e-commerce, is very important to us.
Investor Relations Experience. As a public company, experience in the development, implementation and articulation of corporate strategy, experience with commercial, financial and communications and experience working directly with investment analysts, institutional investors and the broad financial community is valuable to us.
Real Estate Experience. As of the end of 2015, we operated more than 830 stores in 39 states. In light of this significant investment, real estate expertise is important to us.
In identifying and evaluating director nominees, the Corporate Governance and Nominating Committee may implement such processes as it deems appropriate, including retaining a third party to assist in identifying or evaluating potential nominees. Prior to his or her nomination to the Board, each director nominee must (1) be determined by the Corporate Governance and Nominating Committee to meet the minimum qualifications set forth above, (2) have at least one interview with the Corporate Governance and Nominating Committee and with any other director who requests an interview, and (3) complete and sign a comprehensive questionnaire in a form deemed appropriate by the Board.
In identifying potential director candidates, the Corporate Governance and Nominating Committee considers recommendations from our directors, CEO and shareholders. A shareholder wishing to recommend a prospective director nominee to the Board must send written notice to: Corporate Governance and Nominating Committee Chair, Stage Stores, Inc., c/o Secretary, 2425 West Loop South, Houston, Texas 77027. The written notice must include the prospective nominee’s name, age, business address, principal occupation, ownership of our common shares, information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of that prospective nominee as a director, the written consent of all parties to be identified in the proxy materials and any other information that is deemed relevant by the recommending shareholder. Shareholder recommendations that comply with these procedures and Other Interested Party that meet the factors outlined above will receive the same consideration that the recommendations of the Board receive. For the 2017 annual meeting of shareholders, recommendations for director nominees must be submitted in writing by December 23, 2016.
In addition to the skills and qualifications described above, the specific factors that the Corporate Governance and Nominating Committee and the Board considered in each current director nominee’s nomination are included with their individual biographies appearing in Item 1 (Election of Directors) above.
Communications with the Board
In General.Shareholders and other interested parties may send written communications to the Board and, if applicable, to the Chairman and other individual Directors, including the Independent Directors,directors, by mail facsimile or courier to our principal executive offices. Alloffice. Under a process approved by the Board for handling correspondence received by us and addressed to independent directors, our corporate secretary will forward all correspondence that we receive will be relayed to the Board or, if applicable, to the Chairman or other individual Director.director. Communications should be addressed in care of Oded Shein, Secretary,to the Board or applicable director at: Stage Stores, Inc., 10201 Main Street,c/o Secretary, 2425 West Loop South, Houston, Texas 77025,77027.
Our Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or sentauditing matters, and the submission by facsimileour employees of concerns regarding questionable accounting or auditing matters. These procedures are incorporated into our Code of Ethics and (1) set forth a statement about our commitment to Mr. Shein at (713) 669-2621.comply with laws, (2) encourage employees to inform us of conduct amounting to a violation of applicable standards, (3) describe prohibited conduct, (4) set forth compliance procedures that employees may easily use, including making confidential, anonymous complaints, and (5) provide assurances that there will be no retaliation for reporting suspected violations.
Deadline for Shareholder Proposals for Inclusion in Next Year’s Proxy Statement. Shareholder proposals intendedWe have also established procedures to be presented at the 2015 Annual Meetingenable anyone who has a concern regarding non-accounting matters and violations of Shareholdersour Code of Ethics to report that concern through our normal company channels or anonymously. An anonymous ethics hotline is maintained by an independent third party and included in our proxy statement and form of proxy relating to that meeting pursuant to Rule 14a-8(e) under the Securities Exchange Act of 1934 must be received in writing by us at our principal executive offices by Thursday, January 1, 2015. Proposals should be addressed to Oded Shein, Secretary, Stage Stores, Inc., 10201 Main Street, Houston, Texas 77025.is available 24 hours a day, seven days per week.

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Other Shareholder Proposals for Presentation at Next Year’s Annual Meeting. For any shareholder proposal that is not submitted to us for inclusion in next year’s proxy statement, but is instead sought to be presented by the shareholder directly at the 2015 Annual Meeting, Rule 14a-4(c) under the Securities Exchange Act of 1934 permits management to vote proxies in its discretion if we: (i) receive written notice of the proposal before the close of business on Tuesday, March 17, 2015, and advise shareholders in the 2015 Proxy Statement about the nature of the matter and how management intends to vote on the matter, or (ii) do not receive written notice of the proposal before the close of business on Tuesday, March 17, 2015. Notices of intention to present proposals at the 2015 Annual Meeting should be addressed to Oded Shein, Secretary, Stage Stores, Inc., 10201 Main Street, Houston, Texas 77025.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table provides information regarding beneficial ownership of our common stockshares by anyeach person or entity known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock asshares. The assessment of the Record Date (Thursday, April 17, 2014). Asholders of the Record Date, there were 31,693,850 sharesmore than five percent of our common stock outstanding.shares is based on a review of and reliance upon their respective filings with the SEC, and all information is as of December 31, 2015 as reported in such filings, except as otherwise noted.
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
FMR LLC (1)
245 Summer Street
Boston, MA 02210
 4,802,326 15.7%
Wellington Management Group LLP (2)
280 Congress Street
Boston, MA 02210
 3,722,631 12.2%
BlackRock, Inc. (3)
55 East 52nd Street
New York, NY 10022
 3,473,831 11.4%
Dimensional Fund Advisors LP (4)
Building One
6300 Bee Cave Road
Austin, TX 78746
 2,413,835 7.9%
The Vanguard Group, Inc. (5)
100 Vanguard Boulevard
Malvern, PA 19355
 1,879,687 6.2%
__________________________
* Percentages rounded__________
(1)
(1)
The information is based on the Schedule 13G/A (Amendment No. 11)1) filed with the SEC on February 10, 201412, 2016 by FMR LLC reporting on beneficial ownership as of December 31, 2015. According to the filing, the reporting person has sole voting power with respect to 635,767 common shares, sole dispositive power with respect to 4,802,326 common shares, and no shared voting power or shared dispositive power over any of our common shares.
(2)
The information is based on the Schedule 13G/A (Amendment No. 13) filed with the SEC on February 11, 2016 by Wellington Management Company,Group LLP reporting on beneficial ownership as of JanuaryDecember 31, 2014.2015. According to the filing, the reporting person has shared voting power with respect to 2,456,1412,894,351 common shares, and shared investment (dispositive)dispositive power with respect to 3,267,1163,722,631 common shares, and no sole voting power or sole dispositive power over any of our common shares.
(2)
(3)
The information is based on the Schedule 13G/A (Amendment No. 4)7) filed with the SEC on January 10, 20148, 2016 by BlackRock, Inc. reporting on beneficial ownership as of December 31, 2013.2015. According to the filing, the reporting person has sole voting power with respect to 3,029,0633,363,358 common shares, and sole investment (dispositive)dispositive power with respect to 3,128,6733,473,831 common shares, and no shared voting power or shared dispositive power over any of our common shares.
(3)
(4)
The information is based on the Schedule 13G13G/A(Amendment No. 8) filed with the SEC on February 7, 20149, 2016 by T. Rowe Price Associates, Inc.Dimensional Fund Advisors LP reporting on beneficial ownership as of December 31, 2013.2015. According to the filing, the reporting person has sole voting power with respect to 237,2002,325,046 common shares, and sole investment (dispositive)dispositive power with respect to 2,456,8802,413,835 common shares, and no shared voting power or shared dispositive power over any of our common shares.

16


(4)
(5)
The information is based on the Schedule 13G/A(Amendment (Amendment No. 6)5) filed with the SEC on February 10, 20142016 by Dimensional Fund Advisors LPThe Vanguard Group, Inc. reporting on beneficial ownership as of December 31, 2013.2015. According to the filing, the reporting person has sole voting power with respect to 2,324,86740,372 common shares, and sole investment (dispositive)dispositive power with respect to 2,355,048 shares.
(5)The information is based on the Schedule 13G/A (Amendment No. 3) filed with the SEC on February 11, 2014 by The Vanguard Group, Inc. reporting on beneficial ownership as of December 31, 2013. According to the filing, the reporting person has sole voting1,841,015 common shares, shared dispositive power with respect to 52,090 shares, sole investment (dispositive) power with respect to 1,809,28638,672 shares, and no shared investment (dispositive)voting power with respect to 50,390over any of our common 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.

17


Security Ownership of Management
The following table provides information regarding the beneficial ownership of our common shares, including unvested restricted stock, by each currently employed Named Executive Officernamed executive officer listed in the 2013 Summary Compensation Table, and each of our Directors, as well as the number of shares beneficially owned bydirectors, and all of our Directorsdirectors and executive officers as a groupgroup. The table also provides information about stock options and stock appreciation

14




rights (“SARs”) exercisable within 60 days of the Record Date. Unless otherwise indicated by footnote, individuals have sole voting and investment (dispositive) power. All information is as of the Record Date, (April 17, 2014), unlessexcept as otherwise indicated by footnote.noted. Other than in the case of Mr. Glazer, as footnoted, none of the shares are pledged as security. As of the Record Date, there were 31,693,850 shares of our common stock outstanding. The table also provides information about stock options exercisable within 60 days and Deferred Stock Units (“DSUs”) credited to the accounts of each Director and Named Executive Officer under various compensation plans. Unless otherwise indicated by footnote, individuals have sole voting and investment (dispositive) power.
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)
Oded Shein
14,988

17,500

22,500

—

(4)
Steven P. Lawrence
10,525

79,125

—

—

(4)
Steven L. Hunter 27,704
 18,675
 24,637
   (4)
Alan J. Barocas
38,178

4,417

—

—

(4)
Diane M. Ellis
3,474

4,417

—

—

(4)
Gabrielle E. Greene
16,135

5,439

—

—

(4)
Earl J. Hesterberg
21,527

5,569

—

—

(4)
Lisa R. Kranc
3,371

4,417

—

 
(4)
William J. Montgoris
61,618

4,417

—

—

(4)
C. Clayton Reasor
5,931

4,417

—

 
(4)
David Y. Schwartz
37,482

4,417

10,258

11,489

(4)
Ralph P. Scozzafava
8,065

6,123

—

—

(4)
All Directors and Executive
Officers as a group (17 persons)

491,061

342,972

129,557

11,489

3.0%
Name of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
Common StockUnvested Restricted StockStock Options / SARs Exercisable Within 60 DaysTotal
Michael L. Glazer (1)
[§]
[§]
—
[§]
[§]%
Oded Shein
[§]
[§]
[§]

[§]
*
Steven P. Lawrence
[§]
[§]
—
[§]
*
Steven L. Hunter
[§]
[§]
[§]

[§]
*
Stephen B. Parsons
[§]
[§]
—
[§]
*
Alan J. Barocas
[§]
[§]
—
[§]
*
Elaine D. Crowley
[§]
[§]
—
[§]
*
Diane M. Ellis
[§]
[§]
—
[§]
*
Earl J. Hesterberg
[§]
[§]
—
[§]
*
Lisa R. Kranc
[§]
[§]
—
[§]
*
William J. Montgoris
[§]
[§]
—
[§]
*
C. Clayton Reasor
[§]
[§]
—
[§]
*
Ralph P. Scozzafava
[§]
[§]
—
[§]
*
All directors and executive officers
as a group (17 persons)
[§]
[§]
[§]

[§]
[§]%
_______________________________________
(1)*Reflects unvested Restricted Stock which was granted under our Amended and Restated 2001 and Second Amended and Restated 2008 Equity Incentive Plans.
(2)DSUs are held under our 2003 Amended and Restated Non‑Employee Director Equity Compensation Plan. Each DSU is equal in value to a shareRepresents less than 1.0% of our stock, but does not have voting rights. Individuals do not have investment power with respect to DSUs. The number of DSUs credited to a Director’s account will be adjusted, as appropriate, to reflect any stock split, any dividend paid in cash and any dividend payable in shares of our stock. At the election of the Director upon termination of his or her service as a Director, the DSUs will be distributed to the Director either (i) in cash, or (ii) in shares of ouroutstanding common stock.
(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.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our outstanding common shares, to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of our common shares. Directors, executive officers and greater than 10% shareholders are required by the SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely upon our review of filings with the SEC and written representations that no other reports were required, we believe that all of our directors and executive officers complied during 2015 with the reporting requirements of Section 16(a) of the Exchange Act, except: (1) Mr. Glazer, Mr. Parsons, Russell A. Lundy II and Richard E. Stasyszen, each of whom did not timely report the March 18, 2015 acquisition of our common shares in connection with the reinvestment of dividends on our common shares held in the individual’s nonqualified deferred compensation plan account (these transactions were reported on Form 4s dated March 24, 2015); (2) Mr. Hunter who did not timely report the December 1, 2015 disposition of our common shares in connection with our withholding of common shares to satisfy the taxes due upon vesting of a restricted stock award (this transaction was reported on a Form 4 dated December 9, 2015); and (3) Mr. Lundy who did not timely report the holdings of his spouse, which holdings Mr. Lundy disclaimed beneficial ownership (these holdings were reported on a Form 4 dated February 10, 2016).


Stock Ownership by Executive Officers
Our Board believes that an officer who has reached the level of Executive Vice President or above should be a shareholder and should have a financial stake in the Company. The Board has adopted a Stock stock ownership and retention policy (“Ownership and RetentionPolicy”) applicable to officers at or above the executive vice president level that requires these executives to hold a significant financial stake in our common shares in order to align the long-term interests of our executives with those of our shareholders. Under the Ownership Policy, for Senior Management (the “Policy”). Among the provisions of the Policy are the following:
1. Target Ownership Level. Onon and afterthe later of (i)(1) the fifth anniversary of his or her appointment as an Executive Vice Presidentexecutive vice president or higher, of the Company, or (ii) March 29, 2016 (i.e.,(2) the fifth anniversary of the effective date of the Policy)(inOwnership Policy (i.e., March 29, 2016) (in either case, the “Target Date”), each executivesuch officer of the Company must

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have developed and must hereafterthereafter maintain a stockan ownership position in the Company (the “Target Ownership Level”)our common shares with a minimum value (the “Value”(“Target Ownership Level”) as follows:
A Target Ownership Level for the CEO having a Valuevalue equal to three times his or her base salary; and
A Target Ownership Level for all other Executive Vice Presidentsexecutive vice presidents or higher having a Valuevalue equal to one times his or her base salary.
2. Eligible Stock.For purposes of assessing compliance with the Ownership Policy, the value of stock means the greater of the fair market value of our common shares held of record on the date of determination by the executive and his or her spouse, or the value of our common shares at the time of acquisition. In determining whether the executive officer has achieved his or her Target Ownership Level, the executive officer may include the Valuevalue of any stockour common shares owned outright or beneficially owned (e.g., trusts) and shares held in qualified and nonqualified benefit plans, in any event acquired by him or her (i)(1) in open market purchases, (ii)(2) from vested Restricted Stock, (iii)restricted stock awards, (3) from net shares held following the exercise of Stock Optionsstock options and Stock Appreciation Rights, (iv)SARs, (4) from earned Performance Shares,performance shares, and (v)(5) from the purchase of stock in any deferred compensation plan.plan acquisitions. The executive officer may also include the share value equivalents of gains on vested but unexercised Stock Optionsstock options and Stock Appreciation Rights.SARs. Individual and joint holdings of stock with an executive officer’sexecutive’s spouse shall count toward achievingalso be included in measuring achievement of the applicable Target Ownership Level. As of the Record Date, each executive whose tenure dictates that he or she satisfy the Target Ownership Level.Level has done so.
3. Determination of Stock Value. For purposes of assessing compliance with the Policy, the “Value” of stock means the greater of (i) the then current fair market value (as defined below) of such stock held of record by an executive officer and his or her spouse, or (ii) the value of the stock at the time of acquisition. The Compensation Committee may, in its sole discretion, determine the value of stock other than those referenced in Section 2 above. For purposes of this paragraph, “fair market value” will mean the closing price of the stock on the New York Stock Exchange for such date or, if there was no trading of the stock on such date, for the next preceding date on which there was such trading.
4.Financial Hardship. In the event of a Financial Hardshipfinancial hardship (e.g., illness, tuition, mortgage), an executive, officer, with the prior written consent of the Compensation Committee and subject to certain limitations, may sell Company stockour common shares acquired by him or her (such approval would not include any shares of Company stock in any Company sponsored deferred compensation plan) which was acquired to satisfy the Target Ownership Level requirement of this Policy.
The Compensation Committee monitors annual progress toward achieving the Target Ownership Levels set forth in the Policy.
Stock Ownership by Directors
OurThe Board believes that Directors should be shareholders and havealso requires non-employee directors to hold a significant financial stake in our common shares in order to align the Company.long-term interests of the directors with those of our shareholders. Each Directordirector must develop and maintain a stock position in the Company with an original investment of at least four times the Annual Retainer, as definedannual Board retainer in “Compensation of Directors” on page 65 of this Proxy Statement,effect upon the director’s initial election or such other amount asappointment to the Board deems appropriate (the “Original(“Original Investment”). In addition, inIf the event that the Annual Retainerannual Board retainer is increased, each Directordirector must develop and maintain a stock position in the Company with an additional investment of at leastin our common shares equal to four times the increase in the Annual Retainer or such other amount as the Board deems appropriate (the “Additionalretainer (“Additional Investment”),. In determining whether the Directora director has achieved the Original Investment and the Additional Investment, the Director candirector may include (i) a Director’shis or her (1) tax basis in any stock acquired by the Directorheld directly or through a broker (i.e., acquisitions net of dispositions), (2) tax basis in open market purchases,vested restricted stock, (3) tax basis in vested but unexercised in-the-money stock options and (ii) the amount of any DirectorSARs, and (4) director fees which the Directordirector has designated to be used for the acquisition of restricted stock or deferred stock units under the Company’sour Non-Employee Director Equity Compensation Plan. Directors have three years from the date of their initial election to the Board to achieve the Original Investment. Directors haveInvestment, and three years from the date of an increase in the Annual Retainerannual Board retainer to achieve the Additional Investment. As of the Record Date, (April 17, 2014), all of our Directors had met or exceeded the Original Investment requirement, with the exception of:

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Mr. Scozzafava,each director who was appointed tohas served on the Board on February 21, 2012 and has until February 21, 2015 to meet the Original Investment requirement,
Mr. Reasor, who was appointed to the Board on June 8, 2012 and has until June 8, 2015 to meet the Original Investment requirement,
Ms. Kranc, who was appointed to the Board on September 20, 2012 and has until September 20, 2015 to meet the Original Investment requirement, and
Ms. Ellis, who was appointed to the Board on September 21, 2012 and has until September 21, 2015 to meet the Original Investment requirement.
For additional information concerningfor at least three years satisfied the stock ownership requirements.
Hedging Prohibited
Hedging or monetization transactions may be accomplished through a number of our Directors aspossible mechanisms, including through the use of the Record Date, please see the table in “Security Ownership of Certain Beneficial Owners and Management-Security Ownership of Management” on page 18 of this Proxy Statement.
Anti-Hedging Policy
In General. Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010 (“Dodd-Frank”), amends Section 14 of the Exchange Act by adding a new Section 14(j) Disclosure of Hedging by Employees and Directors thatdirects the SEC to issue rules requiring that publicly-traded companies disclose in their proxy statements whether any employee or director, or any designee of an employee or a director, is permitted to purchase financial instruments (includingsuch as prepaid variable forward contracts,forwards, equity swaps, collars and exchange funds)funds. Those hedging transactions may permit a person to continue to own our securities without the full risks and rewards of ownership. When that are designed to hedgeoccurs, the person may no longer have the same objectives as our other shareholders. Therefore, the Board prohibits our directors, officers and other employees from all hedging or offset any decreasemonetization transactions involving our commons shares or other securities.
Pledging Prohibited
Securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the market value of equity securities:
granted toborrower defaults on the employees or directorsloan. Similarly, securities held in a margin account as collateral for a margin loan may be sold by the issuer as partbroker without the customer’s consent if the customer fails to meet a margin call. Because a foreclosure sale or margin sale may occur at a time when the pledgor is aware of the compensation of the employeematerial nonpublic information or director; or
held, directly or indirectly, by the employee or director.
As of the date of this Proxy Statement, the SEC hasotherwise is not issued rules with respectpermitted to new Section 14(j).
Policy. In response to new Section 14(j) and subject to amendment once the SEC has issued rulestrade in this regard,our securities, the Board has adopted an Anti-Hedging Policy which provides that any employee or Director of the Company, or any designee of an employee or a Director of the Company, shall not be permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars,prohibits our directors, officers and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities:
granted to theother employees or Directors by the Company as part of the compensation of the employee or Director; or
held, directly or indirectly, by the employee or Director.
Anti-Pledging Policy
    On April 11, 2014, the Board adopted an Anti-Pledging Policy that provides that Executive Officers and Directors of the Company are prohibited from holding the Company’sour common shares or other securities in a margin account or otherwise pledging the Company’sour common shares or other securities as collateral for a loan. Exceptions to the prohibition on margin accounts and pledged securities may be made only by the Board and only with respect to our securities pledged on or before April 11, 2014.

As of the date the Anti-Pledging Policy was adopted, MichaelApril 11, 2014, Mr. Glazer, a Director of the Companydirector since August 2001 and our President and Chief Executive OfficerCEO since April 2012, was the beneficial owner of 278,376 shares of the Company’sour common stock, of which 122,929 shares were pledged as security in a margin account (the “Pledged(“Pledged Stock”). In view of the undue financial hardship that would result if he is required to sell other longstanding investments as a condition to the immediate release of all of the Pledged Stock from his margin account, the Board has granted Mr. Glazer an exception from the Anti-Pledging Policy,our anti-pledging policy, but only with respect to the Pledged Stock. The Board does not believe that

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this exception will either (i) undermine the underlying goal of aligning Mr. Glazer’s interests with long-term shareholder interests, or (ii) cause a negative impact on the Company’sour stock price in the event a portion or all of the Pledged Stock is sold to meet a margin call because the Company’sour stock is actively traded (e.g., the average daily trading volume for the 30 days prior to the Record Date was 574,497).
TRANSACTIONS WITH RELATED PERSONS
Transactions with Related Personstraded.
Alan Barocas.ITEM 2 Effective January 1, 2011, Alan Barocas, one: APPROVAL OF AMENDMENT TO OUR BYLAWS TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS
We are asking our shareholders to approve amendments to our Bylaws to implement majority voting in uncontested director elections (i.e., elections in which the number of nominees equals the number of directors to be elected).
Under the laws of the State of Nevada, the state in which we are incorporated, directors are elected by a plurality of the votes cast by shareholders unless the corporation’s articles of incorporation or bylaws require more than a plurality of the votes cast. Section 2.14 of our Directors, acceptedBylaws currently provides that our directors are elected by a plurality of the position of Senior Executive Vice President of Leasing at General Growth Properties, Inc. (“General Growth”), which is based in Chicago, Illinois. Becausevotes cast by the shares entitled to vote for each director in the ordinary courseelection at a meeting at which quorum is present. Since neither our Articles of business the Company leased two of its 883 store locations from General Growth at February 1, 2014 (three during Fiscal 2013), because General Growth may manage other store locations leased by the Company and because Mr. Barocas is an employee of General Growth, we conducted an independence analysis to determine whether Mr. Barocas remains an Independent Director, as defined in the Governance Guidelines. We reviewed information with respect to payments made by the Company to General Growth in eachIncorporation nor our Bylaws require more than a plurality of the last three years ($0.5 millionvotes cast, director nominees who receive a plurality of votes cast are elected even if that plurality represents less than a majority of the votes cast.
After careful consideration of views expressed by shareholders and in 2013, $0.5 million in 2012 and $0.9 million in 2011); we spoke with Mr. Barocas; and we reviewed General Growth's 2013 Form 10-K with respect to General Growth’s consolidated gross revenues (in excesslight of $2.5 billion in 2013, $2.5 billion in 2012 and $2.4 billion in 2011). As a result,current corporate governance trends, the Board concluded that Mr. Barocas continuesit is in the best interests of Stage and our shareholders to meetapprove an amendment to our Bylaws to provide for majority voting in uncontested director elections. Majority voting requires that in order for a director nominee to be elected to the NYSE definition of Independent Director.Board the votes cast for the nominee must exceed the votes cast against the nominee. The Board also concludedbelieves that Mr. Barocas didthe adoption of the proposed majority voting standard in uncontested director elections will give shareholders a greater voice in determining the composition of the Board. The amendment provides that our directors will continue to be elected by a plurality of the votes cast in contested elections (i.e., elections in which the number of nominees exceeds the number of directors to be elected).
Based upon its review of the various forms of majority voting in director elections and corresponding corporate governance standards, the Board unanimously adopted a resolution approving an amendment to Section 2.14 of our Bylaws to implement majority voting in uncontested director elections and, consistent with good governance practice, directed that the proposed amendment be submitted to a vote of our shareholders at the Annual Meeting with a recommendation that the shareholders adopt such amendment.
The proposed amendment to Section 2.14 of our Bylaws, the full text of which is attached to this Proxy Statement as Annex A, provides that following its adoption by our shareholders, our directors will:
be elected by a majority of the votes cast in an uncontested election (i.e., if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election); and
continue to be elected by a plurality of the votes cast in a contested election.
Under Nevada law and our Bylaws, a director’s term extends until the director’s successor is elected and qualified or until the director’s earlier death, resignation or removal. This situation is sometimes referred to as a director holdover, and the adoption of a majority voting standard could result in an incumbent director who receives less than a majority of the votes cast in an uncontested election remaining in office as a result of the director’s successor not havebeing elected and qualified. In addition, under Nevada law and our Bylaws, incumbent directors may only be removed by a direct or indirect material interest invote of the Company’s leasing of store locations from General Growth during Fiscal 2013. Theshareholders. To address director holdovers and the limitations on the ability to remove incumbent directors, the Board has directedadopted, subject to the approval of this proposal by our shareholders, a director resignation policy to be included in our Corporate Governance Guidelines that Mr. Barocaswill require an incumbent director who receives less than a majority of the votes cast in an uncontested election to tender his or her resignation and management reportoutline the procedures the Board will consider in determining whether to accept such resignation. The resignation policy will provide that:
a director nominee who fails to receive the votes required by the Bylaws for reelection must tender a letter of resignation from the Board promptly after the certification of the shareholder vote;
the Corporate Governance and Nominating Committee will promptly consider the resignation and recommend to the Board whether to accept the resignation or take other action;
the Board will accept or reject the resignation, or take other action, no later than 100 days following the certification of the shareholder vote;
the Corporate Governance and Nominating Committee and the Board on no less than a quarterly basis, as to whetherwill evaluate the service of Mr. Barocas, as both a Directorresignation in light of the Company and an employeebest interests of General Growth, is such that (i) he is no longer an Independent Director and (ii) he may have a direct or indirect material interest in the Company’s leasing of store locations from General Growth during Fiscal 2014.
Michael Searles. On June 14, 2013, Michael Searles, then President and Chief Operating Officer, South Hill Division, resigned from the Company to pursue other interests due to the consolidation by the Company of its South Hill, Virginia regional operations into its Houston, Texas corporate headquarters (the “South Hill Consolidation”). On June 19, 2013, we entered into a Separation Agreement with Mr. Searles. The approximate value of the transaction is $720,000. We filed a copy of the Separation Agreement as Exhibit 10.1 to our Form 10-Q for the period ended August 3, 2013, which we filed with the SEC on September 12, 2013.
Other than those transactions described above to the extent they involve a direct or indirect material interest, those transactions related to their employment, in the case of executive officers, and those transactions related to their service on our Board, in the case of non-employee Directors,there were no transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or will be made a participant and in which any Director, nominee for Director or executive officer, or any immediate family member of a Director, nominee for Director or executive officer had or will have a direct or indirect material interest.
Review, Approval or Ratification of Transactions with Related Persons
In General.Article X. Related Party, Other Material Transactions and Loans of the Governance Guidelines (“Governance Guideline Article X”)Stage and our written Related Partyshareholders and Material Transactions Policy contain our policiesmay consider any factors and procedures for information they deem relevant; and
the review, approval or ratification of any transaction required to be reported in this Proxy Statement. They provide as follows:Board will promptly publicly disclose its decision regarding the resignation.
“Related Party Transactions. No officer, director, or employee of the Company or any of its affiliate or subsidiary companies (collectively, the “Companies”) shall enter into any agreement, arrangement or contract with any person or entity pursuant to which any of the Companies may be obligated to:
(i)pay any money to a “Related Party,” or
(ii)assign or lease any property belonging to any of the Companies to a Related Party, or
(iii)allow any Related Party to use any property belonging to any of the Companies,

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if the aggregate fair market value of any monies paid to the Related Party and the property assigned or leased to or used by the Related Party exceeds Five Thousand Dollars ($5,000), without the express, prior, written approval of the Company’s Board of Directors. The term “Related Party” includes:
(i)any person who is an officer, director. manager or employee of any of the Companies (each, an “Insider”); and

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(ii)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 Insider and any person (other than a tenant or employee) sharing the household of the Insider (each, an “Immediate Family Member”); and
(iii)any entity for which an Insider or Immediate Family Member is an attorney, broker, commissioned sales agent, director, manager, officer, partner or profits participant; and
(iv)any entity in which an Insider or Immediate Family Member has any beneficial ownership with the following exception:
Ownership in stock or mutual fund securities in companies which are publicly traded on a national securities exchange or otherwise widely traded, provided that such ownership does not exceed 1% of a company’s shares, unless written approval is obtained from the Company’s Business Ethics Committee and Board of Directors.
Other Material Transactions.  No officer, director, or employee of the Company or any of its affiliate or subsidiary companies (collectively, the “Companies”) shall enter into any agreement, arrangement or contract with any person or entity or authorize any transaction which the Company may be required to disclose to the Securities and Exchange Commission unless the agreement, arrangement, contract or transaction previously has been approved by the Company’s Board of Directors.
Audit Committee Approval. Notwithstanding anything to the contrary, if required by the Securities and Exchange Commission, New York Stock Exchange, or other regulatory authority, any transaction between the Company and a Related Party, regardless of the amount involved, shall be approved by the Audit Committee.”
No Loans to Directors, Executive Officers and Their Immediate Family Members. GovernanceGuideline Article X provides that the Company shall not, directly or indirectly, including through any subsidiary, extend or maintain credit, arrange for or guarantee the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any Director, executive officer, or Immediate Family Member of any Director or executive officer. As used in the Governance Guidelines and this Proxy Statement, “executive officer” means our President, Chief Operating Officer, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division or function (such as marketing, merchandising, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for us, in all cases including officers of our subsidiaries if they perform policy-making functions for us.

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COMPENSATION OF DIRECTORS AND The affirmative vote of a majority of the votes cast on this proposal is required for approval of the amendment to Section 2.14 of our Bylaws to implement majority voting in uncontested elections of directors. Broker non-votes, if any, and abstentions will have no effect on the vote on this proposal.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE AN AMENDMENT TO OUR BYLAWS TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.
EXECUTIVE OFFICERSCOMPENSATION
Compensation Committee Report
The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis (“CD&A”) with our management. Based on that review and discussion, the Compensation Committee (which we refer to as the “Committee” in the CD&A) recommended to our Board that the CD&A be included in this Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended January 30, 2016.
Members of the Compensation Committee
Earl J. Hesterberg, Chair
Alan J. Barocas
Elaine D. Crowley
Lisa R. Kranc
C. Clayton Reasor
Ralph P. Scozzafava
Compensation Discussion and Analysis
Executive Summary
Strategy; Financial and Operational Highlights.The Company’s strategy for its fiscal year ended February 1, 2014 (“Fiscal 2013”) was to build on its 2012 achievements and to pursue meaningful sales and earnings growth. Fiscal 2013 contained 52 weeks, while the Company’s fiscal year ended February 2, 2013 (“Fiscal 2012”) contained 53 weeks. The Company achieved the following results in Fiscal 2013:
Financial Highlights
Total sales were $1.634 billion versus $1.646 billion for Fiscal 2012, a decrease of approximately 1%, but still the second highest total sales in the Company’s history.
Comparable store sales decreased 1.5%, while on a shifted basis which excludes the first week of 2012, comparable store sales decreased 1.1%.
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% in Fiscal 2012.
Earnings were $16.6 million, or $0.51 per diluted share, compared to earnings of $38.2 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 approximately $7.0 million to $30.0 million, an 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, 2014, annualized TSR was 34.06%, including the reinvestment of dividends.
The Company increased its quarterly dividend rate by 25%.
Operational Highlights
The Company opened 28 traditional stores and one Steele’s stores during Fiscal 2013 and had a net increase of 19 stores, growing from 864 stores in 40 states to 883 stores in 40 states.
The Company’s consolidation of its South Hill, Virginia regional operations into its Houston, Texas corporate headquarters (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.
Changes to Executive Compensation Program During Fiscal 2013. In April 2013, the Compensation Committee conducted an annual review of the Company’s executive compensation program to ensure that it supported the key objectives and principles set forth in “Compensation Objectives and Principles” on page 26 of this Proxy Statement. Based on this review, the “Mission Based Goals” parameter for the FY 2013 Senior Executive Incentive Bonus Plan was deleted.

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Overview of Fiscal 2013 Compensation. The Company’s executive compensation program demonstrates strong alignment between pay and performance. Base salaries are generally at or below the median of our Peer Group, while incentive compensation provides the opportunity for above median pay if the Company exceeds its targeted performance levels.
Base Salaries. Based on the Fiscal 2012 performance of the Company and competitive market data, base salary increases were granted effective April 1, 2013 to our then employed Named Executive Officers as follows:
◦Mr. Glazer’s base salary was increased from $850,000 to $950,000, an 11.8% increase.
◦Mr. Shein’s base salary was increased from $355,000 to $370,000, a 4.2% increase.
◦Mr. Record’s base salary was increased from $585,000 to $620,000, a 6.0% increase.
◦Mr. Lawrence’s base salary was increased from $560,000 to $620,000, a 10.7% increase.
◦Mr. Hunter’s base salary was increased from $405,000 to $425,000, a 4.9% increase.
◦Mr. Searles’ base salary remained at $450,000.
Details are shown in the table on page 35 of this Proxy Statement.
Annual Bonus Incentives.Our 2013 Senior Executive Incentive Bonus Plan consisted of the following two parameters: (i) a “Pre-Tax Earnings Parameter” of the bonus formula is weighted to determine two-thirds (66.7%) of the year-end bonus amount earned and (ii) a “Comparable Store Sales Parameter” of the bonus formula is weighted to determine one-third (33.3%) of the year-end bonus amount earned. The measurement is based on 2013 fiscal year-end comparable store sales percent change compared to the Company’s 2013 Performance Group, as defined on page 30 of this Proxy Statement. As used below and elsewhere in this Proxy Statement, “Comparable Store Sales” means sales in stores that are open for at least 14 full months prior to the reporting period and includes eCommerce sales.
◦
Target. For Fiscal 2013, Pre-Tax Earnings had to be at least $69.0 million, an increase of $8.6 million (14.3%) versus Fiscal 2012 actual Pre-Tax Earnings, for the target payout to be earned. The Comparable Store Sales component pays at the target level if the Company’s ranking for total year-end comparable store sales change is at the fiftieth percentile (or middle mark) among the Performance Group.
◦
Results. Actual performance for Fiscal 2013 was as follows: Pre-Tax Earnings were $26.8 million, a decrease of $33.6 million (55.6%) versus Fiscal 2012, which was $42.2 million (61.2%) under target. Comparable Store Sales decreased 1.5% and the Company’s percentile ranking among the Performance Group was 35.71%, which was 14.29% under the fiftieth percentile (or middle mark).
◦
Bonus Payments. Based on these results, no annual incentive bonuses were paid to our Named Executive Officers for Fiscal 2013.
Long-term Incentives.For Fiscal 2013, the Company’s long-term incentive program for its executive officers consisted of Performance Shares and Restricted Stock to reward sustained, multi-year performance. The use of stock appreciation rights and stock options has been discontinued except in extraordinary circumstances.
◦Performance Shares measure Company total shareholder return over a three-year period versus the Performance Group. For the 2010-2012 performance cycle (paid in 2013), 135.7% of the target number of shares was earned. For the 2011-2013 performance cycle (paid in 2014), 58% of the target number of shares was earned.
◦
Restricted Stock is also a component of our compensation. Restricted Stock will generally vest over a four year period (i.e., 25% per year).
Ownership Guidelines. We have a Stock Ownership and Retention Policy for Senior Management. Please see “Stock Ownership by Executive Officers” on page 19 of this Proxy Statement.

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No Hedging. We have an Anti-Hedging Policy. Please see “Anti-Hedging Policy” on page 20 of this Proxy Statement.
No Pledging. We have an Anti-Pledging Policy. Please see “Anti-Pledging Policy” on page 20 of this Proxy Statement.
No Gross-Ups. Our Named Executive Officers are not entitled to gross-up payments with respect to their compensation.
No Repricing Absent Shareholder Approval. It is the policy of our Board thatCD&A, we should not reprice or swap stock options or stock appreciation rights granted to our executive officers, Directors and employees without shareholder approval.
Limited Perquisites. The compensation philosophy for our executive officers is more heavily weighted toward annual and long-term performance-based compensation than toward benefits and perquisites.
Clawback Policy. We have a Compensation Recovery Policy (a “Clawback Policy”) for our executive officers. Please see “Compensation Recovery Policy (“Clawback Policy”) on page 28 of this Proxy Statement.
Results of 2013 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 our Named Executive Officers in Fiscal 2012.
Our Fiscal 2013 Named Executive Officers
This Compensation Discussion and Analysis (“CD&A”) describesdescribe the material objectives and principles underlying our compensation policies and decisions and the material elements of the compensation of the following sixour named executive officers during Fiscal 2013:
for 2015. For 2015, our Chief Executive Officer,
our Chief Financial Officer,
our next three most highly compensated“named executive officers other than our Chief Executive Officer and our Chief Financial Officer, and
one individual who would have been one of our next three most highly compensated executive officers, but for the fact that he was not serving as an executive officer at the end of Fiscal 2013.
These individuals are as follows and are collectively referred to in this Proxy Statement asour “Named Executive Officers”:

FISCAL 2013 NAMED EXECUTIVE OFFICERSofficers” were:
Executive Title
Michael L. Glazer President and Chief Executive Officer (“CEO”)
Oded Shein Executive Vice President, Chief Financial Officer
Edward J. RecordChief Operating Officer (“CFO”) and Treasurer
Steven P. Lawrence Chief Merchandising Officer
Steven L. Hunter 
Executive Vice President, Chief Information Officer

Michael M. SearlesStephen B. Parsons FormerExecutive Vice President, and Chief OperatingHuman Resources Officer South Hill Division(“CHRO”)
This CD&A should be read in conjunction with the compensation tables beginningfollowing this CD&A.
Business Strategy and Highlights
Our objective for 2015 was to build on page 45our strong achievements in 2014 and to pursue meaningful sales and earnings growth. In the face of this Proxy Statement.several macroeconomic challenges to our business in 2015, including depressed oil prices, a devalued peso and a warm holiday season, our financial performance in 2015 did not meet our expectations. As a result of our performance in 2015 and the emphasis that our executive compensation program places on performance-based compensation, the actual compensation realized by our named executive officers in 2015 was significantly lower than our budget levels and the total potential compensation awarded to our named executive officers for 2015. Specifically, we did not achieve our pre-tax earnings thresholds required for our named executive officers to earn an annual performance incentive bonus for 2015, and our total shareholder return (“TSR”) for the 2013 through 2015 performance cycle was below the level required for our named executive officers to earn any of the underlying shares.

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OverviewOur financial results and strategic actions for 2015 include the following:
Financial Results
Net sales decreased $34.1 million, or 2.1%, to $1.6 billion.
Comparable sales decreased 2.0%.
Direct-to-consumer sales, included in comparable sales, increased 20.2% to $45.4 million.
Gross profit decreased $53.4 million, or 11.9%.
Pre-tax earnings were $5.6 million, compared to pre-tax earnings of Compensation Program$60.7 million for 2014.
The Compensation CommitteeDiluted earnings per common share from continuing operations was $0.12, compared with $1.18 for 2014.
We generated $40.3 million in cash from operating activities, a 60.6% decrease over 2014.
We increased our quarterly dividend rate by 7.1% to $0.15 per common share in August 2015.
We paid cash dividends of $18.7 million, or $0.58 per share.
TSR, as calculated under the terms of our Board (for purposesperformance share awards, was -58.4% for 2015 and -59.4% for the three year period ended January 30, 2016 (see the “Overview of 2015 Executive Compensation - Long-Term Incentives” section of this CD&A for additional information regarding how TSR is calculated under the “Committee”) administersterms of our performance share awards).
Strategic Actions
We enhanced our customer online shopping experience with a new mobile app and mobile-optimized website, expanded our online assortments, added recommendation and pricing engines, and improved operational efficiency by increasing our centralized fulfillment to approximately 70%.
We grew our direct-to-consumer business by 20% for the base salary, bonus, long-term incentiveyear and other compensationachieved almost 4% penetration in the fourth quarter.
We updated our product assortment by offering more contemporary fashions and benefits programsnew brands, adding categories within existing brands, and extending existing brands to additional stores.
We continued to grow our cosmetics business with regardthe installation of counters in 30 stores, which increased the total number of stores in which we have Estee Lauder and/or Clinique counters to over 330.
We built out our localization efforts, notably adding size optimization, to enable better alignment with customer preferences.
We completed 122 remodels, relocations and expansions in order to continue improving the shopping experience for our customers.
We increased the profitability benchmarks for our stores and, as part of a strategic evaluation of our store portfolio, we began a multi-year plan to close approximately 100 underperforming stores, including 23 stores in 2015.
We opened 3 new stores.
We began rebranding our stores and image, adding a fresh new logo and new look and feel to our Named Executive Officersmarketing.
We leveraged our technology to create more personalized direct mail and email programs, and shifted our marketing activity to be more digitally-focused.
We reissued our private label credit card to approximately 2.8 million customers and grew sales penetration by 400 basis points.
We developed and rolled out to all associates our five core values.
Our 2015 financial performance fell short of our expectations. As a result, our named executive officers did not earn an annual performance incentive bonus for 2015, and shares were not earned under the three-year performance share awards whose performance cycle ended with 2015. We have tied these important components of compensation to our pre-tax earnings, comparable sales and TSR in order to align the interests of our named executive officers with shareholders and to deliver meaningful portions of executive compensation only when we perform. The relationship between our 2015 performance and realized compensation, as well as the design of our other executive officers. Its primary responsibilities and duties are set forth in “Information Relatingcompensation program to emphasize shareholder alignment, demonstrates the effectiveness of our program. Accordingly, our Board of Directors and Committees-Compensation Committee-Processes and Procedures for Executive Officer Compensation” on page 13 of this Proxy Statement. The Committee ensuresrecommends that shareholders vote FOR the total compensation paid to our Namednamed executive officers in 2015 at our Annual Meeting (see Item 3 in this Proxy Statement).
Overview of 2015 Executive Officers is fair, reasonableCompensation
Our executive compensation program demonstrates strong pay-for-performance alignment. We believe our executive compensation program effectively aligns pay and competitive. performance by tying the value of annual performance incentive bonus
opportunities and long-term incentive equity awards to our financial and sales performance as well as the value of our common shares.

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Approximately 76% of target total compensation awarded to Mr. Glazer in 2015 was variable compensation that tied to our performance and/or the value of our common shares, and approximately 70% of target total compensation awarded to our other named executive officers was variable compensation (see the “Pay-for-Performance” section in this CD&A). We believe that tying a significant majority of each named executive officer’s target total compensation to our performance and the value of our common shares aligns the interests of our named executive officers and our shareholders.
We annually review the total direct compensation (base salary and incentive compensation in the form of an annual bonus opportunity and long-term incentive equity awards) for each named executive officer based on market data, contributions to corporate performance, internal pay equity, and each executive’s performance, expertise, responsibility and experience.
Base Salaries
Based on performance in the prior year and competitive market data, the 2015 base salaries of our named executive officers were increased by 2% to 4%, except for Mr. Hunter who received an 8% increase to make his base salary more consistent with the base salaries of his comparators in our compensation Peer Group (as described later in this CD&A).
Annual Performance Incentive Bonuses
The Committee’s recommendationsopportunity to earn a performance incentive bonus under the Stage Stores Executive Performance Incentive Bonus Plan (“Bonus Plan”) for 2015 was based on two components. First, a pre-tax earnings performance component was weighted to determine two-thirds of the amount earned. Second, a relative comparable sales performance component was weighted to determine one-third of the amount earned. The pre-tax earnings component was based on our achievement relative to an earnings growth target established by the Committee and the other independent directors, after consultation with management, at the beginning of 2015. The comparable sales component was based on the year-over-year change in our comparable sales results in 2015 as compared to the 2015 Performance Group (as described below in “Incentive-Based Compensation Benchmarking; 2015 Performance Group”). “Comparable sales” means sales in stores open for at least 14 full months prior to the applicable reporting period and includes direct-to-consumer sales.
•
Target. For 2015, our pre-tax earnings target was $65.7 million, an increase of $5.0 million, or 8.2%, compared to our 2014 actual pre-tax earnings. The comparable sales target was a 50th percentile ranking among the Performance Group for 2015 comparable sales. A threshold level of performance must be achieved to earn a bonus under each component, and a maximum level of performance limits the bonus that may be earned under each component.
Results. We did not meet the pre-tax earnings thresholds required for our named executive officers to earn an annual performance incentive bonus for 2015. Accordingly, our named executive officers were not paid bonuses for 2015.
Long-Term Equity Incentive Awards
For 2015, the long-term equity incentive awards for our named executive officers consisted of performance shares and restricted stock. Our long-term incentive awards are designed to reward sustained, multi-year performance and retain executives for the total compensationduration of each award. Performance shares may be earned based on our NamedTSR over a three-year period versus the Performance Group established at the beginning of that three-year period. For purposes of the performance shares, we measure TSR for our common shares and the publicly-traded shares of the Performance Group companies by comparing the change in the average closing price of the shares during all trading days in our first fiscal month of the performance period to the average closing price of the shares during all trading days in our final fiscal month of the performance period, including the reinvestment of dividends. For the 2013 through 2015 performance cycle, none of the target number of shares were earned. Restricted stock will generally vest ratably over a four year period.
Significant Executive OfficersCompensation Policies and Practices
Stock Ownership and Retention Policy
Our named executive officers are subject to a stock ownership and retention policy that requires each executive to acquire and maintain a minimum ownership stake in our common shares (see the approval“Stock Ownership by Executive Officers” section of this Proxy Statement).
Hedging Prohibited
We prohibit hedging or monetization transactions by our directors, named executive officers and other employees with respect to our securities (see the “Hedging Prohibited” section of this Proxy Statement).

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Pledging Prohibited
We prohibit our directors, named executive officers and other employees from pledging our securities as collateral for a loan (see the “Pledging Prohibited” section of this Proxy Statement).
No Gross-Up Payments
Our named executive officers are not entitled to gross-up payments as part of their annual and long-term compensation arrangements or with respect to any termination or change in control arrangements. In order to make whole those named executive officers who we recruit and seek to relocate, we may provide a reimbursement of taxes related to certain relocation expenses.
No Repricing
It is the policy of our Board.Board that we will not reprice or swap stock options or SARs without shareholder approval.
Limited Perquisites
Our executive compensation program offers limited perquisites that we believe are reasonable and customary in our industry.
Clawback Policy
Our named executive officers are subject to a compensation recovery or “clawback” policy (see the “Compensation Recovery / Clawback Policy” section in this CD&A).
Say-on-Pay Votes
At our 2015 annual meeting of shareholders, 94.7% of the votes cast approved the compensation paid to our named executive officers for 2014. Our pay-for-performance alignment remains strong. Accordingly, our Board recommends that shareholders vote FOR the compensation paid to our named executive officers in 2015 at our Annual Meeting (see Item 3 in this Proxy Statement).
Compensation Objectives and Principles
Objectives. The objectives of our executive compensation program are as follows:to:
to enableEnable us to recruit,attract, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our shortshort-term and long-term business objectives;
to maximizeMaximize the long-term commitment of our executive officers to our success by providing compensation elements that align their interests andwith the interests of our shareholders by linking compensation elements directly to financial metrics that the Committee believes influence the creation of long-term shareholder value; and
to rewardReward our executive officers upon the achievement of short-term and long-term business objectives and enhancedthe creation of shareholder value.
Principles.The principles of and important processes in our executive compensation program are as follows:
Compensation arrangements shall emphasizeEmphasize pay-for-performance and encourage retention of those executive officers who enhanceimprove our performance;
Compensation arrangements shall maintainMaintain an appropriate balance between base salary and annual and long-term incentive compensation;
CashLink incentive compensation plans for our executive officers shall link pay to the achievement of goals set in advance by the Committee;
The Committee shall setEvaluate CEO performance against annual and long-term performance goals for our CEO and evaluate his or her performance against those goals on an absolute basis as well as relatedrelative to the performance of our Peer Group and our Performance Group;
Compensation arrangements shall alignAlign the interests of our executive officers with those of our shareholders;
InRequire the event minimum thresholds forachievement of threshold performance levels to earn payouts under annual and long-term performance goals are not met, incentive compensation related to those goals shall not be paid subject to the discretionperformance-based incentives;
Convene an executive session (without management) of the Board and the Committee to approve the payment of all or partial incentive compensation when factors may be beyond management’s control and taking into consideration Section 162(m) of the Internal Revenue Code or any other ramifications;
It is the policy of our Board that we should not reprice or swap stock options or stock appreciation rights granted to our executive officers, Directors and employees without shareholder approval;
The Committee shall meet at least once each year in executive session, withoutannually;
Recuse our CEO;
Our CEO is not permitted to be present duringfrom deliberations and voting regarding his or her compensation. Ourcompensation;
Consult our CEO, may be present during deliberations and provide recommendations when voting on an advisory basis only, on the compensation awarded to our other named executive officers’ compensation, but does not vote on their compensation;officers;
The compensation of our CEO and our other executive officers shall be recommended to our Board for final approval by the Committee comprised solely of Independent Directors; and
In approving compensation, the recent compensation history of the executive officer, including special or unusual compensation payments, and all forms of compensation to which the executive officer may be entitled, shall be taken into consideration using tally sheets or other comparable tools the Committee deems appropriate.
▪Conduct a thorough annual review and analysis of the recent compensation history of each named executive officer and all forms of compensation to which the executive may be entitled; and
▪Make recommendations on named executive officer compensation to the independent directors after the Committee completes a thorough review and analysis.

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Key Considerations in Setting Compensation
In General
Based on the foregoingthese objectives and principles, the Committee has structured our executive compensation programsprogram to motivate our Named Executive Officersnamed executive officers to achieve the business goals set by our Board and to reward them for achieving those goals. The following is a summary of key considerations affecting the setting of compensation for our Named Executive Officers by the Committee. We describe in the section entitled “Committee Actions in Fiscal 2013 Concerning Named Executive Officer Compensation” beginning on page 34 of this Proxy Statement additionalkey considerations that the Committee evaluatedtakes into account in establishing Fiscal 2013setting the compensation in the context of our performance and the economic environment at the time.
Emphasis on Future Pay Opportunity Versus Current Pay
The Committee strives to provide an appropriate mix of different compensation elements, including finding a balance between current versus long-term compensation and cash versus equity incentive compensation. Cash payments primarily reward more recent performance and equity awards encourage our Named Executive Officers to continue to deliver results over a longer period of time and serve as a retention tool. The Committee believes that Named Executive Officer compensation should be appropriately weighted on both long-term and short-term Company performance and operating results.
Discretion and Judgment
With the exception of our Senior Executive Incentive Bonus Plan and performance share awards, both of which depend on achieving specific quantitative financial performance objectives, the Committee does not use formulas in determining the amount and mix of compensation. Thus, the Committee evaluates a broad range of both quantitative and qualitative factors, including reliability in delivering financial and growth targets, performance in the context of the economic environment relative to other companies, a track record of integrity, good judgment, the vision and ability to create further growth and the ability to lead others. In addition to such results, performance and objectives, the Committee may take into account any extraordinary, unusual or non-recurring items realized or incurred by the Company during the fiscal year deemed appropriate by the Committee in determining any incentive compensation. For annual equity incentive awards, the Committee primarily considers a Named Executive Officer’s potential for future successful performance and leadership as part of thenamed executive management team, taking into account past performance as a key indicator. In any event, the Committee exercises its discretion and judgment.

officers.
Significance of Overall Corporate Performance
The Committee primarily evaluates our CEO and the other Named Executive Officers’named executive officers’ contributions to our overall performance rather than focusing only on their individual function. The Committee believes that each Named Executive Officernamed executive officer shares the responsibility to support our goals and performance as key members of our leadership team. While this compensation philosophyapproach influences all of the Committee’s compensation decisions, it has the biggest impact on the long-term incentive awards made annually.
Evaluation of Individual Performance
The Committee does not rely on formulas in determining the amount and mix of each named executive officer’s total direct compensation. Rather, in establishing compensation, the Committee exercises its judgment to evaluate a broad range of both quantitative and qualitative factors, including reliability in achieving financial and growth targets, performance in the context of the economic environment relative to other companies, and possessing the characteristics, such as integrity, good judgment and vision, needed to create further growth and effectively lead others. For long-term incentive awards, the Committee primarily considers a named executive officer’s potential for future successful performance and leadership as part of our executive management team, taking into account past performance as a key indicator. The Committee may also take into account extraordinary, unusual or non-recurring items anticipated or incurred by us that the Committee deems appropriate in determining compensation.
Pay-for-Performance and Alignment with Shareholder Interests
Aligning executive compensation with performance is a key principle of our executive compensation philosophy. Incentive compensation is designed to drive our performance by rewarding executives if we exceed our targeted performance levels. Similarly, if we fail to meet threshold levels of performance, executives will not earn any compensation for the applicable award. We believe our executive compensation program effectively implements the pay-for-performance principle by tying the value of bonus opportunities and equity awards to our financial and stock price performance.
The key metrics we currently use to evaluate the performance of our named executive officers are pre-tax earnings, relative comparable sales and relative TSR (as calculated under the terms of our performance share awards). We believe our pre-tax earnings is an important financial measure as it reflects the success of our efforts to increase revenue and control our expenses. Relative comparable sales provides a barometer of our top line performance against our competition. Relative TSR is important to gauge the return delivered to our shareholders in comparison to our competition. In addition, the value of the incentive equity compensation that we award is significantly impacted by the price of our stock.
The following charts show the 2015 variable compensation (i.e., compensation that is impacted by our performance and/or the value of our common shares) for Mr. Glazer and our other named executive officers as a percentage of their respective target total compensation (base salary, annual performance incentive bonus opportunity at target, grant date fair value of long-term incentive equity awards at target, and other compensation and benefits). As the charts illustrate, 76% of Mr. Glazer’s and 67% of our other named executive officers’ compensation was dependent on our financial or stock price performance.

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Mix of Compensation Elements
The Committee strives to provide an appropriate mix of compensation elements, including finding a balance between current and long-term compensation and between cash and equity incentive awards.compensation. Cash payments primarily reward more recent performance while equity awards encourage our named executive officers to continue to deliver long-term results and also serve as a retention tool. The Committee believes that executive compensation should be appropriately weighted on both our long-term and short-term performance.
Use of Tally Sheets
The Committee annually reviews tally sheets that present for each named executive officer all elements of compensation, total annual compensation and total deferred compensation. The Committee also reviews the total benefits to which the named executive officer would be entitled upon various termination events. The Committee uses the tally sheets to ensure that our compensation is reasonable and competitive. The Committee also uses the tally sheets to evaluate if our compensation strategy achieved our goals in the past and to align executive compensation with our short-term and long-term goals.
Comparative Compensation PoliciesData; 2015 Peer Group
In making compensation decisions, the Committee considers executive compensation data from a peer group of publicly-traded retailers listed below (“Peer Group”). The Peer Group provides direct information on a job title match basis (e.g., CEO, CFO, etc.) for key competitors. The companies in the Peer Group generally consist of U.S. based, publicly-traded apparel and Practicesaccessories retailers with annual sales between one-half and two times our annual sales with which we compete for business and talent. The members of the 2015 Peer Group were:
Abercrombie & Fitch Co.Chico’s FAS, Inc.New York & Company, Inc.
Aeropostale, Inc.The Children’s Place Retail Stores, Inc.Pacific Sunwear of California, Inc.
American Eagle Outfitters, Inc.Christopher & Banks CorporationStein Mart, Inc.
Ann Inc.DSW Inc.Urban Outfitters, Inc.
Ascena Retail Group, Inc.Express, Inc.
The Bon-Ton Stores, Inc.The Men’s Wearhouse, Inc.
The Peer Group is reviewed annually and updated as they Relatethe Committee deems appropriate taking into consideration changes in business conditions, changes in revenues, mergers and acquisitions and other circumstances bearing on the availability of compensation data and/or comparability of other companies. After the annual review, no changes were made between the 2014 and 2015 Peer Groups.
In addition to the Company’s RiskPeer Group analysis, the Committee considers data from the Willis Towers Watson Compensation Data Bank (CDB) Retail/Wholesale Services Executive Database and the Hay Group Retail Executive and Management Total Remuneration Report. This information from Willis Towers Watson and Hay Group is non-customized compensation data provided by job within the broader retail industry, including retailers with which we compete for executive talent. The Committee consults all three sets of information, because the Willis Towers Watson and Hay Group data includes compensation information on more executives, including executives who are not included in publicly-available documents. The broader comparator group provides a more extensive basis on which to compare the compensation of our named executive officers, particularly those whose responsibilities, experience and other factors are not directly comparable to those executives included in the publicly-available reports of the Peer Group.

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Incentive-Based Compensation Benchmarking; 2015 Performance Group
To measure our relative performance with respect to comparable sales for the annual performance incentive bonus opportunities and our TSR for performance share awards, our Board and the Committee selected a group of 21 department store and apparel store retailers (“Performance Group”) that generally possess attributes similar to us, including market capitalization, annual sales, merchandise assortments, target customer, geography of store base and size of markets in which they operate. The companies comprising the Performance Group were included in the Dow Jones general retailers sector at the beginning of 2015. However, because the Dow Jones general retailers sector was comprised of 76 companies covering a broad range of subsectors within the retail industry, our Board and the Committee decided to include only department store and apparel store retailers from the Dow Jones apparel retailers and broadline retailers subsectors. Due to the fact that the companies within the Dow Jones general retailers sector are changed from time to time by Dow Jones, the companies included at the beginning of 2015 will be maintained as a fixed listing of companies for the duration of the applicable performance period (i.e., one year for performance incentive bonuses and three years for performance share awards).
The Performance Group for 2015 was as follows:
Department Store GroupApparel Store Group
Dillard’s, Inc.Abercrombie & Fitch Co.Genesco Inc.
J. C. Penney Company, Inc.American Eagle Outfitters, Inc.Guess?, Inc.
Kohl’s CorporationAnn Inc.L Brands, Inc.
Macy’s, Inc.Ascena Retail Group, Inc.The Men’s Wearhouse, Inc.
Nordstrom, Inc.Chico’s FAS, Inc.Ross Stores, Inc.
Sears Holdings CorporationDSW Inc.The TJX Companies, Inc.
Foot Locker, Inc.Urban Outfitters, Inc.
The Gap, Inc.
The following companies included in the 2014 Performance Group were removed from the 2015 Performance Group: Aeropostale, Inc., The Buckle, Inc., The Children’s Place, Inc., and Express, Inc.
Role of Management
The Committee believes that the input of management is important to the overall effectiveness of our executive compensation program. At the invitation of the Committee, our CEO and CHRO regularly attend Committee meetings and provide management’s point of view regarding compensation issues. Additionally, our CEO and the Committee consult with management from our human resources, finance and legal departments regarding the design and administration of our compensation program for executives and directors.
Our CEO annually reviews and evaluates the performance of the other named executive officers and presents recommendations regarding their compensation to the Committee. The Committee has the discretion to accept, reject or modify these recommendations. Our CEO and management do not participate in executive sessions of the Committee or when executive compensation determinations are made by the Committee and the other independent directors. All final decisions regarding the named executive officers’ compensation are made by the Committee and the other independent directors in their sole discretion.
Role of Independent Compensation Consultant
The Committee may retain independent compensation consultants as it deems necessary. In establishing executive compensation for fiscal 2015, the Committee retained independent compensation consultant Willis Towers Watson to provide Peer Group compensation, financial information from the public filings of those companies, and compensation design recommendations. The Committee also reviewed (as discussed above) non-customized compensation survey data provided by multiple independent compensation consultants.
Compensation Risk Management
Our Board, the Committee and management do not believe that there are any significant risks arising from the Company’sour compensation policies and practices for the Company’sour directors and employees including non-executive officers, that are reasonably likely to have a material adverse effect on the Company. Ourus. We believe that our compensation programs emphasize pay-for-performance, are balanced and are focused on the long term. Under this structure, the highest amount of compensation can be achieved through consistent superior performance over sustained periods of time. In addition, aemphasize pay-for-performance. A significant percentage of compensation is tied to our long-term performance. Thisperformance, which we believe provides strong incentives to manage the Company for the long term, while avoidingand avoid excessive risk taking in the short term. GoalsAdditionally, goals and objectives reflect a balanced mix of quantitative and

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qualitative performance measures to avoid excessive weight on a single performance measure. Likewise,Also, the elements of compensation are balanced among currentbetween cash payments and equity awards. With limited exceptions, the Committee retains discretion to adjust compensation for quality of performance and adherence to our values. TheOur Board, the Committee the Board and senior management monitor the Company’sour compensation policies and practices on an ongoing basis to determine whether the Company’sour risk management objectives are being met with

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respect to incentivizingrewarding our employees for performance.
Say-on-Pay Vote Results and Response
At our 2015 annual meeting of shareholders, 94.7% of the Company’s employees. The annual incentive is heavily weighted toward profitable growthvotes cast approved the compensation paid to our named executive officers for 2014, as disclosed in last year’s Proxy Statement (“Say-on-Pay Vote”). Our Board and the Company hasCommittee believe that the Say-on-Pay Vote confirmed shareholder support for our executive compensation policies and decisions. Accordingly, our Board and the Committee did not make changes to our executive compensation program as a Compensation Recovery Policy (a “Clawback Policy”result of the Say-on-Pay Vote. Although non-binding, our Board and the Committee will continue to consider the results of Say-on-Pay Votes in determining future executive compensation.
Say-on-Frequency Vote Results and Response
At least once every six years, we are required to hold an advisory vote on the frequency of Say-on-Pay Votes (“Say-on-Frequency Votes”). We held our initial Say-on-Frequency Vote at our 2011 annual meeting of shareholders and a majority of the votes were cast in favor of holding annual Say-on-Pay Votes.  In line with the preference of our shareholders, our Board determined that is describedit will include the Say-on-Pay Vote in our proxy materials annually until the next section.Say-on-Frequency Vote, which will occur at our 2017 annual meeting of shareholders.
Compensation Recovery Policy (“/ Clawback Policy”)Policy
Our Board hasnamed executive officers are subject to the compensation recovery or “clawback” policy adopted a Compensation Recovery Policy (a “Clawback Policy”) forby our executive officers. IfBoard. Under the current policy, if our Board determines that ana named executive officer (an Executive Vice President(or other officer at or above)above the executive vice president level) has engaged in fraudulent or intentional misconduct, theour Board may take a range of actions to remedy the misconduct, prevent its recurrence and impose such discipline on the wrongdoers as would be appropriate. Discipline wouldmay vary depending on the facts and circumstances, and may include without limit, (i)(1) termination of employment, (ii)(2) initiating an action for breach of fiduciary duty, and (iii)(3) if the misconduct resulted in a material inaccuracy in our financial statements or performance metrics which affect the executive officer’sexecutive’s compensation, seeking reimbursement of any portion of any bonus or other incentive-based or equity-based compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metrics. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.
The Compensation Recovery Policycurrent clawback policy also provides that notwithstanding anything in it to the contrary, in the event that the Company isif we are required to prepare an accounting restatement due to theour material noncompliance of the Company with any financial reporting requirement under the securities laws of the United States, the Companywe will recover from any current or former executive officer of the Companyexecutives who received incentive-based compensation (including stock options, stock appreciation rights or any other type of equity awards awarded as compensation) during the 3-yearthree-year period preceding the date on which the Company iswe are required to prepare an accounting restatement, based on the erroneous data, the excess of what would have been paid to the executive officer under the accounting restatement.
Once After the NYSE issues a listing standard implementing new SEC has issued final rules as required by Dodd-Frank, the Compensation Recovery Policy will be reviewed for compliance with those rules.concerning compensation recovery, we expect to modify our clawback policy.
No Gross-Up Payments
Our Named Executive Officersnamed executive officers are not entitled to gross-up payments as part of their annual and long-term compensation arrangements or with respect to their compensation.any termination or change in control arrangements. In order to make whole those named executive officers who we recruit and seek to relocate, we may provide a reimbursement of taxes related to certain relocation expenses.
No Repricing Absent Shareholder Approval
It is the policy of our Board that we shouldwill not reprice or swap stock options or stock appreciation rights granted to our executive officers, Directors and employeesSARs without shareholder approval. We have discontinued the use of stock options and SARs except in extraordinary circumstances.
Results of and Response to the Most Recent Say-On-Pay Vote and Frequency of Say-On-Pay VoteCompensation Elements
Most Recent Say-On-Pay Vote. At the 2013 Annual Meeting of Shareholders, approximately 99%We believe that all 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 compensation policies and decisions. As a result, our Fiscal 2013 executive compensation policies and decision making approach remained consistent with those in Fiscal 2012, withelements described below advance the exception that the Committee deleted the “Mission Based Goals” parameter in the 2013 Senior Executive Incentive Bonus Plan.
Most Recent Frequency ofSay-On-Pay Vote.  At the 2011 Annual Meeting of Shareholders, a majority of the votes cast by our shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation annually.  In line with this recommendation by our shareholders, the Board decided that it will include an advisory shareholder vote on executive compensation in its proxy materials annually 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.
Response to Future Say-On-Pay Votes. Although non-binding, the Committee and the Board will continue to consider the results of the say-on-pay votes in their future executive compensation policies and decisions.

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Role of Executive Officers in Compensation Decisions
The Committee believes that having the input of our management is important to the overall effectivenessprimary purposes of our executive officer compensation program. Our CEOprogram and EVP Human Resources regularly attend Committee meetings (except for executive sessions) to participate in the presentation of materials and discussion of management’s point of view regarding compensation issues. Our CEO annually reviews and evaluates the performance of each Named Executive Officer (other than himself, as his performance is reviewed and evaluated by the Committee). The conclusions reached and recommendations based on these reviews, including related base salary adjustments and annual incentive award amounts, are presented to the Committee for review and approval. The Committee can exercise its discretion in modifying these recommendations for compensation awards to our executive officers.
Use of Tally Sheet
In addition to the recommendationsachievement of our CEO, the Committee reviews a tally sheet, which is prepared for by our Human Resources Department. The tally sheet presents the Committee with specific dollar amounts for all elements of compensation, showing each Named Executive Officer’s annual total compensation and the individual’s deferred compensation. The Committee is also provided with the amount of the benefits to which the Named Executive Officer would be entitled upon various termination events.
The Committee uses the tally sheet to ensure that our compensation is reasonable and competitive. The Committee also uses the tally sheet to evaluate past performance of our Named Executive Officers to determine if our compensation strategy achieved our goals in the past and to align executive compensation with our near and long-term goals.
Benchmarking Overall Compensation; Our Fiscal 2013 Peer Group
In making overall compensation decisions, the Committee compares each element of total compensation to data from Hay Group’s annual Retail Industry Total Remuneration Survey (the “Hay Group Survey”) as well as a peer group of publicly-traded apparel companies listed below (collectively, the “Peer Group”). The Committee initially developed the Peer Group in 2005 in order to benchmark executive compensation at peer companies and to assess the Company’s performance relative to the Peer Group. The Peer Group is representative of companies that we compete with for business and talent and our annual sales fall within the range of the companies in the Peer Group. The Peer Group is reviewed annually and updated as needed for certain business reasons, such as mergers, acquisitions, etc. In general, the criteria for selecting the companies in the Peer Group are as follows:
U.S. based, publicly traded companies in the retail industry,
annual sales generally between one-half and two times our annual sales,
primarily do business in apparel and/or accessories, and
companies from which key talent may be recruited.
All of the companies in the Peer Group meet a majority of those criteria. The members of the Peer Group are as follows:
Abercrombie & Fitch Co.Chico's FAS, Inc.New York & Company, Inc.
American Eagle Outfitters, Inc.The Children's Place Retail Stores, Inc.Pacific Sunwear of California, Inc.
Ann Inc.Christopher & Banks CorporationStein Mart, Inc.
Ascena Retail Group, Inc.Collective Brands, Inc.The Talbots, Inc.
The Cato CorporationHot Topic, Inc.Urban Outfitters, Inc.
Charming Shoppes, Inc.The Men's Wearhouse, Inc.
The Peer Group provides direct incumbent information on a job title match basis (e.g., CEO, Chief Operating Officer, Chief Financial Officer) for key competitors. In addition to reviewing the Peer Group analysis, the Committee considers data from fashion retailers in the Hay Group Survey, which provides compensation data on the broader market with which we compete for executive talent including market data by job, controlling for differences in responsibility and revenue size.

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Benchmarking Incentive-Based Compensation; Our Fiscal 2013 Performance Group
To measure our relative performance with respect to comparable store sales for purposes of the Senior Executive Incentive Bonus Plan and our total shareholder return for the purpose of awarding Performance Shares, the Committee and the Board has adopted a Performance Group comprised of all of the Department Stores (7 in total) and all of the Apparel Stores (20 in total) contained in the Dow Jones U.S. Apparel Retailers Index because they possess attributes similar to the Company as follows: market capitalization, sales volume, merchandise assortments, target customer, geography of store base and size of markets in which they operate.
The Dow Jones U.S. Apparel Retailers Index (the “Retail Index”) is currently comprised of approximately 70 retail companies covering a broad and varied range of retail sectors. That is why the Committee and the Board selected only the Department Store Group and the Apparel Group segments of the Retail Index to form a revised Performance Group. Because the companies within the Retail Index are changed from time to time by Dow Jones, the companies identified to be in the Retail Index on the first day of the Company’s 2013 Fiscal Year (February 3, 2013) will be maintained as a fixed listing of companies for the duration of the designated Performance Cycle. The Fiscal 2013 Performance Group is as follows:
FISCAL 2013 PERFORMANCE GROUP
Department Store GroupApparel Store Group
Dillard's, Inc.Abercrombie & Fitch Co.Express, Inc.
J.C. Penney Corporation, Inc.Aeropostle, Inc.Foot Locker, Inc.
Kohl's CorporationAmerican Eagle Outfitters, Inc.The GAP, Inc.
Macy's, Inc.Ann Inc.Genesco, Inc.
Nordstrom, Inc.Ascena Retail Group, Inc. (Dress Barn)Guess?, Inc.
SAKS, Incorporated*The Buckle, Inc.Limited Brands, Inc.
Sears Holdings CorporationThe Cato CorporationThe Men's Wearhouse, Inc.
Chico's FAS, Inc.Ross Stores, Inc.
The Children's Place Retail Stores, Inc.The TJX Companies, Inc.
DSW, Inc.Urban Outfitters, Inc.

* Merged with Hudson Bay Company in November 4, 2013
Beginning in Fiscal 2013, (i) the following company is no longer a member of the Performance Group: Collective Brands, Inc. and (ii) the following companies are new members of the Performance Group: Express, Inc., DSW, Inc. (Designer Shoe Warehouse) and Guess?, Inc.
Compensation Elements
In General
All of the compensation and benefits programs for our Named Executive Officers described below meet our primary purpose to recruit and retain the executive talent required to successfully manage and grow our business and to achieve our shortshort-term and long-term business objectives. Beyond that, differentSpecifically, these compensation elements are designed for different purposes. The elements of compensation for our Named Executive Officers are as follows:to promote the following purposes:
Base salary, perquisites and other benefits, which are designed to attract and retain executives over time;

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Annual performance incentive (bonus) compensationbonuses, which is are designed to focus executives on the business objectives established by our Board for a particular year;
Long-term incentive compensation, which currently consists of stock appreciation rights (“SARs”), Restricted Stock, Performance Sharesperformance shares and restricted stock, options (with a current emphasis on Restricted Stock and Performance Shares), is designed to focus executives on our long-term success, as reflected in increases to our stock price, growth in our earnings per share and other elements; and

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Termination and change in control compensation and benefits, which are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a marketplace where those types of compensatory protectionssuch compensation and benefits are commonly offered.customarily provided. Termination compensation and benefits are designed to ease an employee’sexecutive’s transition due to an unexpected employment termination, while change in control compensation and benefits are designed to encourage employeesexecutives to remain focused on our business in the event of rumored or actual fundamental corporate changes.
The Committee establishes the amount and mix of base salary and variabletotal compensation by referencing Peer Group practices for each element. The Committee does not have any specific formula for this determination. It considers factors relatingawarded to each Named Executive Officer’s individual position and performance versus objectives, professional history and experience, relevant skill set, and scope of duties. In considering the total package of compensation, the Committee also considers the internal relationship of pay across allnamed executive positions. Total compensation packagesofficer, as well as each element of compensation, (i.e., base salary, annual incentive (bonus) compensation, long-term incentive compensation and perquisites and other benefits) areis intended to foster our pay-for-performance philosophy and provide a competitive compensation package as compared to executives in similar positions at competitive companiesour competitors. Although the Committee does not have any specific formula for establishing the amount and mix of base salary and variable compensation, it does reference the Peer Group and additional comparative compensation data discussed above as a market check in our industry.making these determinations. The Committee also considers factors relating to each named executive officer’s individual position, performance versus objectives, professional history and experience, relevant skill set, scope of duties, and the internal relationship of pay across all executive positions as it establishes compensation.
Base Salary
The Committee viewsbelieves a competitive base salary asserves an important component to attractrole in attracting and retainretaining executive talent. Base salaries also serve as the foundation for the annual senior executive incentive (bonus) plan, which expresses the bonus opportunity as a percent of base salary. Base salary is not intended asto represent the primary method of rewarding performance.
The Committee considers both internal pay equity and external competitiveness in determining the base salary of our Named Executive Officers.named executive officers. After receiving input from our Chief Executive OfficerCEO regarding the performance of the other Named Executive Officers,named executive officers, the Committee uses its judgment regarding individual performance, market competitiveness, length of service, job responsibilities and other factors to determine the appropriate base salary for each Named Executive Officer.named executive officer.
Annual Performance Incentive (Bonus) CompensationBonus
AnnualThe Committee annually establishes a performance incentive (bonus) compensationbonus opportunity for our Named Executive Officers is determined each year accordingnamed executive officers. The amount of the annual performance incentive bonus earned by our named executive officers for 2015 was subject to a Senior Executive Incentive Bonus Plan (the “Bonus Plan”). The 2013 Senior Executive Incentive Bonus Plan established an annual cash bonus amount and is paid based on the following two weighted parameters:
ParameterWeight
Company Pre-Tax Earnings

66.7%
Comparable Store Sales

33.3%
In the spring of each year, the Committee evaluates our annual strategic plan to determine if these parameters are appropriate to measure achievement of our objectivestwo performance components: (1) pre-tax earnings from continuing operations (constituting two-thirds of the opportunity) and to motivate our executive officers. Based on discussions with our CEO and our Chief Financial Officer, the Committee recommends, and the Board approves, the financial parameters to be included in the Bonus Plan for a given year. This final approval typically occurs at the Committee and the Board’s spring meetings. An incentive matrix establishes target, maximum and threshold (minimum) performance levels for the Pre-Tax Earnings and Comparable Store Sales parameters based on the level of perceived difficulty in achieving our financial plan. The incentive matrix clearly outlines a minimum level of performance below which no bonus will be paid and the relationship between the two parameters (i.e., Pre-Tax Earnings(2) comparable sales relative to target and Comparable Store Sales relative tothe Performance Group) that will generateGroup (constituting one-third of the opportunity). Annual performance incentive bonus payments.
Annual incentive compensation targets for each Named Executive Officer under the Bonus Plan are expressed as a percentage of each Named Executive Officer’s base salary, with the target percentage increasing with job scope and complexity. responsibility.
At the beginning of each year, the Committee evaluates our annual operating plan to determine if pre-tax earnings and comparable sales remain appropriate for measuring the achievement of our objectives and to motivate our executives. Based on discussions with our CEO, CHRO, CFO and independent compensation consultant, the Committee recommends, and our independent directors approve, a matrix of financial parameters establishing the threshold (minimum), target and maximum performance levels for pre-tax earnings and comparable sales at a time when achievement of those objectives is substantially uncertain.
Following the completion of each year and prior to paying any performance incentive bonuses, the Committee reviews our financial results for the completed performance period (i.e., fiscal year), certifies the calculation of bonus amounts and reports the results and calculations to our Board.
For additional information on our 2013 Senior Executive Incentive Bonus Plan, the formula used to calculate annual bonus amounts, andperformance incentive bonuses awarded under that plan, pleasefor 2015, see “Committee Actions in Fiscal 2013 Concerning Named Executive Officer Compensation-Establishment of 2013 Senior Executive Incentive Bonus Plan” beginning on page 35the “Executive Compensation for 2015” section of this Proxy Statement and “Committee Actions in Fiscal 2014 Concerning Named Executive Officer Compensation-2013 Bonus Plan Awards” on page 42 of this Proxy Statement.

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At its spring meeting, the Committee also reviews our stated financial results for the recently completed fiscal year, certifies the calculation of proposed bonus amounts and reports them to the Board.CD&A.
Long-Term Incentive Compensation
In General.The Committee considersbelieves that long-term incentive compensation (“LTI”)is critical to the alignment offor aligning executive compensation with the creation of shareholder value. Our long-term equity incentive compensation awards are currently granted pursuant to our Amended and Restated 2001 Equity Incentive Plan (the “2001 Plan”), which was approved by our shareholders at our 2004 Annual Meeting, and our Second Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”), which was approved by our shareholders at our 2011 Annual Meeting.
At its spring meeting, the Committee reviews the portfolio of long-term incentive vehicles, the targeted award size and the performance measures associated with any awards. The Committee also reviews recommendations provided by management and the Committee’s independent compensation consultant regarding LTIlong-term incentive design. Our Board’s practiceThe Committee, with the approval of our other independent directors, has been to makehistorically made annual grants of equity awards. For 2015, long-term incentive compensation awards including Restricted Stock, Performance Shares,made to our named executive officers were in the form of performance shares and restricted stock granted under our Second Amended and Restated 2008 Equity Incentive Plan (“2008 Equity Plan”). We have discontinued the use of stock options and stock appreciation rights (SARs) upon the recommendation of the Committee at that time. For Fiscal 2013, the Company’s long-term incentive program for its executive officers consisted of Performance Shares and Restricted Stock and the use of SARs and stock options have been discontinued except in extraordinary circumstances.


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The Committee believes that the use of multiple equity vehicles balances a focus onthe equity-driven growth with the retention and performance aspects of Restricted Stock.performance shares with the retention aspects of restricted stock. The grant date for annual equity awards is the same date thaton which our Board approves the awards. The equity award is priced at the closing price on the NYSE of our common stock on that date (the “Fair Market Value”). From time to time, our Board will consider making grants under other special circumstances, such as when recruiting new executive talent, upon the promotion of an executive and to retain key individuals. Any and allAll grants other grants (other than the spring grants)annual grants are effective as of the date of the event (e.g.(e.g., the new hire or promotion date) and are priced at the Fair Market Value of our common stock on that date..
Restricted Stock.
RestrictedStock stock is a share of our common stock that hasincludes vesting restrictions tied to continued employment. Restricted Stockstock provides our named executive officers with the opportunity to earn full value shares of our common stock. The Committee views Restricted Stockrestricted stock as an excellent mechanism to align executive interests with those of shareholders by supporting increased share ownership for key executives. Restricted Stockstock is also an effective employee retention tool based on the vesting schedule which occurs over a period of several years. Depending on the agreement, Restricted Stockstock grants may either cliff-vest, which means they vest all at once at the end of a specified vesting period or step vest, which means they vest in pro rata increments over a specified vesting period. The Committee’s preferred vesting schedule isGenerally, the Committee awards restricted stock with a four year pro rata vesting (25%schedule (i.e., 25% per year) structure.. If the executive officer leavesexecutive’s employment is terminated before vesting for any reason other than death, retirement (as determined by our Board)disability or disability before vesting,retirement, the unvested portion of the Restricted Stockrestricted stock award will be forfeited. If the executive officer dies, becomes disabled or retires, the Restricted Stock award will fully vest. In the event ofor a Changechange in Control,control occurs, the restricted stock award will immediately vest and will be payable to the executive officer within thirty days of the Change in Control.fully vest.
Performance Shares. As with Restricted Stock,
Performance Sharesshares also provide our named executive officers with the opportunity to earn full value shares of our stock. However,The Committee views performance shares as a critical link between executive compensation and the creation of shareholder value. The number of performance shares that vest, if any, is determined by our TSR over a three-year performance cycle (the “Performance Cycle”) isrelative to the Performance Group established at the beginning of each grant and the amountyear in which the performance shares are awarded (see the “Overview of 2015 Executive Compensation - Long-Term Incentives” section of this CD&A for additional information regarding how TSR is calculated under the terms of our performance share awards). If the executive’s employment is terminated before the end of the award is determined by our performance on total shareholder return relative to the Performance Group at that time over the Performance Cycle. If an executive officer’s employment is terminatedcycle for any reason other than death, disability or retirement, or disability before the end of the Performance Cycle, the Performance Shareperformance share award is forfeited. If anthe executive officer’s employment is terminated due to death, retirementdies, becomes disabled or disabilityretires during the Performance Cycle, he or sheperformance cycle, the executive will receive the target number of performance shares set forth in his or her Performance Share Award Agreement within thirty days of the triggering event.awarded. In the event of a Changechange in Control,control, the Target Numbertarget number of Performance Sharesperformance shares awarded will immediately vest and will be payable to the executive officer within thirty days of the Change in Control. The Committee views Performance Shares as a critical link between management compensation accumulation and the creation of shareholder value.vest.

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Stock Appreciation Rights (“SARs”).Althoughbeginning in Fiscal 2012 the
The use of SARs was discontinued in 2012 except in extraordinary circumstances, the following narrative is provided because somecircumstances. Some of our Named Executive Officersnamed executive officers hold SARSSARs granted them prior to Fiscal 2012 as indicated in2012.
SARs allow the “2013 Outstanding Equity Awards at Fiscal Year-End Table” beginning on page 50 of this Proxy Statement, the “2013 Option Exercises and Stock Vested Table” beginning on page 53 of this Proxy Statement and as referenced in “Potential Payments Upon Termination or Change In Control” beginning on page 55 of this Proxy Statement
A stock appreciation rightis similar to a stock option in that it allows the recipientexecutive to benefit from any appreciation in our stock price from the grant date through the exercise date. However, with a SAR,Upon exercise, the executive officer is not required to actually purchase all of the exercised shares (as with a stock option), but rather he or she just receives thean amount of our common shares equal to the increase in our stock price between the form of shares of our stock.grant date and the exercise date. SARs may not be settled in cash. The 2001 and 2008 Plans provide that SARs may not becash or granted at less than 100% of the Fair Market Valuefair market value of our common stock on the date of grant.grant date.
All outstanding SARs have vested. SARs have a seven-year term. Any SARs not exercised within the applicable term and vest either (i) one-fourth (25%) on each of the first, second, third and fourth anniversaries of the date of the grant, or (ii) one-half (50%) on the second year and one-fourth (25%) on each of the third and fourth anniversaries of the date of the grant.will be forfeited. If an executive officer dies, unvested SARs will immediately vest and the executive officer’sexecutive’s estate will have one year from the date of death to exercise all SARs. If an executive officer’s employment is terminated by reason of retirementbecomes disabled or disability (retirement as determined by our Board), unvested SARsretires, the executive will immediately vest and he or she will normallygenerally have one year from the date of termination to exercise all SARs. Upon the termination of an executive officer’sexecutive’s employment for any reason other than death, retirementdisability or disability,retirement, the executive officer will have sixty60 days from the date of termination to exercise all vested SARs. In the event of a Change in Control, all SARs will immediately vest and will be exercisable by the executive officer. In any event, the exercise must occur within the remaining term of the SARs. Any portion of the SARs not exercised within the remaining term of the SARs will terminate.
Benefits and Perquisites
The Committee supports a compensation philosophy forWe provide limited benefits and perquisites to our named executive officers that is more heavily weighted toward annual and long-term performance-based compensation than toward benefits and perquisites.
because of the value our named executive officers place on these benefits. The perquisites and other benefits we provide to our Named Executive Officersnamed executive officers are summarized below in the 2013 Summary Compensation Table, the 2013 All Other Compensation Table and the 2013 Nonqualified Deferred Compensation Table, including footnotes, in this Proxy Statement.table and related footnotes. In addition, we provide our named executive officers with core benefits available to all full-time employees (e.g.(e.g., coverage for medical, dental, prescription drugs, basic life insurance and long-term disability coverage) as well as a supplemental Executive Officer Medical Plan.executive medical plan. The supplemental Executive Officer Medical Planexecutive medical plan is an insured plan which provides currentreimburses officers at the Executive Vice Presidentexecutive vice president level and above reimbursement for out-of-pocket medical and dental out of pocket expenses that are not covered by the underlyingprimary medical plan. Typical payments are
In 2015, the Compensation Committee and other independent directors authorized Mr. Glazer to use corporate aircraft for deductibles, co-paysup to 40 hours of non-business flights. During 2015, Mr. Glazer used corporate aircraft for 4.7 hours of non-business flights. Given the delays associated with early check-in requirements, security clearances, baggage claim and similar expenses.the need for additional time to avoid missing a flight due to possible delays at any point in the process, commercial travel has become inefficient. Accordingly, making the aircraft available to Mr. Glazer allowed him to efficiently and securely conduct business during both business and non-business flights and to maximize his availability to conduct business before and after his flights. In

27




approving this benefit, the Compensation Committee and other independent directors considered Mr. Glazer’s travel schedule, which, whether primarily for business or non-business purposes, frequently included a business element (e.g., visits to our stores). We also believe that the value of this benefit to Mr. Glazer, in terms of convenience and time savings, exceeded the aggregate incremental cost that we incurred to make the aircraft available to him and, therefore, was an efficient form of compensation for him. We reported imputed income for income tax purposes for the value of Mr. Glazer’s non-business use of corporate aircraft based on the Standard Industry Fare Level in accordance with the Internal Revenue Code of 1986, as amended and including applicable rules, regulations and authoritative interpretations promulgated thereunder (“IRC”). We did not reimburse or otherwise gross-up Mr. Glazer for any income tax obligation attributed to his non-business use of corporate aircraft.
Retirement Plans
We do not provide a qualified retirement program for our Named Executive Officers and there is not a supplementalnamed executive retirement plan or any other retirement plan available to them other than our 401(k) Plan andofficers; however, participation in our Nonqualified Deferred Compensation Plan. PleasePlan (Senior Executives) (“DC Plan”) is available to our named executive officers. For additional information, see the 2013 Pension Benefits Table on page 54“Nonqualified Deferred Compensation in 2015” and “Retirement Benefits” beginning on page 54 ofPlans” sections following this Proxy Statement.CD&A.
Termination and Change in Control Arrangements
In General. Pursuant to their employment agreements, our Named Executive Officersnamed executive officers are entitled to compensation and other benefits if their employment terminates or if there is a Changechange in Control,control, as described beginning on page 55of this Proxy Statementunderin the “Potential Payments upon Termination or Change in Control”. section following this CD&A. Termination and Changechange in Controlcontrol compensation and other benefits are established at the time a Named Executive Officernamed executive officer signs an employment agreement. In exchange for the benefits provided to the named executive officers in their respective employment agreements, we receive a post-termination release of claims and various restrictive covenants in our favor (e.g., non-competition, non-solicitation and continuing cooperation).
Termination

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Termination.Our Named Executive Officersnamed executive officers are entitled to compensation and other benefits in an amount the Committee believes is appropriate, taking into account the time it is expected to take a terminated employeeexecutive to find another job. Compensation and other benefits upon termination are intended to ease the consequences to an employeeexecutive of an unexpected termination of employment. We benefit in that theThe employment agreements containalso benefit us by imposing restrictive covenants on the named executive officers that continue for a period of time following termination.
Change in Control-In General.Control
The Committee and our Board recognize the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with any rumored, threatened or actual Changechange in Control of the Company.control. To that end, the Committee and our Board believe that properly designed Changeincluding reasonable change in Controlcontrol provisions in our Named Executive Officer’snamed executive officers’ employment agreements protect shareholder interests by enhancing executive focus during rumored or actual Changechange in Controlcontrol activity through:
through (1) incentives to remain with us despite uncertainties while a transaction is under consideration or pending;
pending and (2) assurances of severance and other benefits in the event of termination; and
immediate vesting of equity elements of total compensation after a Change in Control.termination.
To diminishreduce the potential distraction due to personal uncertainties and risks that inevitably arise when a Changechange in Controlcontrol is rumored, threatened or pending, the Committee and our Board have provided our Named Executive Officersnamed executive officers with what the Committee and our Board determined to be reasonable competitive Changechange in Controlcontrol compensation and benefit provisions in their employment agreements. The employment agreements of our Named Executive Officersnamed executive officers provide for specific enhanced payments and benefits in the event of a Changechange in Control.control.
Change in Control-Double Trigger.Double Trigger
The enhanced termination benefits payable under the named executive officers’ employment agreements in connection with a Changechange in Controlcontrol require a “double trigger” which means that (i)the named executive officer will only be eligible to receive change in control compensation and benefits (1) if a Changechange in Controlcontrol occurs and (ii) (2) during the period beginning six (6) months before the Changechange in Controlcontrol and ending twenty-four (24)24 months after the Changechange in Control,control, (a) an executive officer’sthe executive’s employment agreement is terminated by us or our successor without good cause, or (b) the executive officer’sexecutive’s employment agreement is terminated by the executive officer with good reason, the executive officer will be eligible for the Change in Control compensation and benefits.reason. A double trigger was selected in order to enhance the likelihood that anthe named executive officerofficers will remain with us after a Changechange in Control,control, since the executive officerexecutives will not receive the change in control compensation payments and benefits if he or shefollowing a voluntarily resignsresignation after the Changechange in Control event.control. Thus, the executive officer isexecutives are protected from actual or constructive dismissal for twenty-four24 months after a Changechange in Control,control, while any new controlling party or group is better able to retain the services of a key corporate asset.

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Committee Actions



Employment Agreements
We are a party to three-year, automatically renewable employment agreements with each of our named executive officers. The employment agreements provide for a base salary and an annual performance incentive bonus opportunity.  The employment agreements also provide for perquisites such as an automobile allowance, a financial planning allowance and participation in Fiscal 2013 Concerning Named all other bonus and benefit plans available to our executive officers. Provisions of the employment agreements related to termination and change in control are discussed in the “Potential Payments Upon Termination or Change In Control” section following this CD&A.
Executive Officer Compensation for 2015
In GeneralConsiderations
At its April 2013March 2015 meeting, the Committee reviewed the market data and analyses provided by Hay Groupits independent compensation consultant and determined that our overall compensation program is reasonablywas generally competitive and consistent with the Committee’s compensation objectives. In determining 2015 compensation for our Named Executive Officers for Fiscal 2013,named executive officers, the Committee considered many factors, including:
our Board’s judgmentOur strong performance in 2014, including with respect to revenues, earnings and satisfaction with the Company’s performance;expense control;
assessmentAssessments of the executive’s individual executive officer’s performance and leadership in 2014, and the potential for future contributioncontributions to the Company;our business and operations;
theAchievement of long-term strategic and short-term business goals;
The nature and scope of the executive officer’sexecutive’s responsibilities and his effectiveness in leading our initiatives to successfully increase customer satisfaction, enhance our growth and ensure compliance with our policies;
desiredDesired competitive positioning of compensation;
Retention needs;
The compensation practices of our Peer Group; and
retention needs.The performance of our Performance Group.
The Committee alsoplaces particular focus on aligning executive compensation with corporate and individual performance. In evaluating 2014 performance, the Committee and other independent directors believed that our named executive officers responded well to challenging economic and market conditions. Our 2014 financial results were strong and driven by the leadership, retail expertise and key actions of Mr. Glazer and the other named executive officers. Among the key results and actions of 2014 led by Mr. Glazer and the other named executive officers were a comparable sales increase of 1.4%, gross profit increase of 3.1%, income from continuing operations increase of 50.1%, direct-to-consumer sales increase of 25.7%, and disposition of off-price concept Steele’s to enhance our focus on our core specialty department store business.
CEO 2014 Performance
In addition to the considerations discussed above, the following 2014 corporate and individual performance matters were most significant in determining 2015 compensation for Mr. Glazer. These items were considered important to achieve our objectives to improve our financial performance, promote corporate efficiencies and grow our business.
Our 2014 comparable sales result was slightly below our objective, but above the compensation practices and performancesmedian of our Peer GroupGroup;
Pre-tax earnings in 2014 grew meaningfully over 2013;
Our 2014 shrinkage results were less favorable than targeted;
Direct-to consumer sales grew by one-quarter;
Development of a five-year strategic plan for our business; and
Completion of an important customer research project in order to appropriately shape our Performance Group.strategic objectives.

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Base SalariesOther NEOs 2014 Performance
Based on their performance during Fiscal 2012,Mr. Shein
As CFO, Mr. Shein’s responsibilities were to oversee our finance functions, which include accounting, tax, treasury, financial planning and with input from Hay Group with respectanalysis, private label credit card program and investor relations. He was instrumental in our fiscal management. His financial expertise and efforts to market salary dataexpand our private label credit card program have added significant value to us.
Mr. Lawrence
As Chief Merchandising Officer, Mr. Lawrence’s responsibilities were to oversee all of our Peer Group,merchandising strategies, including our omni-channel business. He was instrumental in bringing new brands into our stores that our customers desired. Mr. Lawrence’s merchandising expertise and relationships with high profile brands have added tremendous value to us.
Mr. Hunter
As Chief Information Officer, Mr. Hunter’s responsibilities were to oversee all of our information technology, systems, information security, supply chain, ancillary sales, e-commerce platform and customer service functions. He made significant contributions to our earnings, and his expertise has been important to us.
Mr. Parsons
As CHRO, Mr. Parsons’ responsibilities were to oversee our human resources function. He was instrumental in leading the development of our core values, attracting and retaining key talent and training our associates. His expertise has increased associate engagement and added great value to us.
Base Salaries for 2015
Each named executive officer’s base salary was adjusted effective March 29, 2015. The Committee recommended, and the Boardindependent directors approved, the following base salariesadjustments principally on the basis of each executive’s prior performance and salary data for our Named Executive Officers for Fiscal 2013. The base salaries were adjusted effective April 1, 2013.
FISCAL 2013 BASE SALARIESPeer Group obtained from the Committee’s independent compensation consultant.
Executive
2012 Base Salary
2013 Base Salary
Base Salary Increase 2014 Base Salary 2015 Base Salary Increase
Mr. Glazer
$850,000
$950,000
11.8% $969,001 $1,000,000 3.2%
Mr. Shein
$355,000
$370,000
4.2% $400,010 $412,000 3.0%
Mr. Record
$585,000
$620,000
6.0%
Mr. Lawrence
$560,000
$620,000
10.7% $632,401 $657,400 4.0%
Mr. Hunter $405,000 $425,000 4.9% $433,501 $470,000 8.4%
Mr. Searles
$450,000
$450,000
N/A
Mr. Parsons $425,000 $437,000 2.8%
The Committee believes that the salaries of our Named Executive Officers are competitive although the Hay Group Survey (the “Survey”), in which the Company continues to participate, indicates that all but Mr. Hunter’s salaries are below the Survey median. There is a wide range of companiesincrease in terms of revenue and market capitalization in the Survey. Additionally, jobbase salary was primarily intended to provide more competitive compensation as compared to executives with comparable responsibilities sometimes vary from company to company despite similar job titles.at Peer Group companies.
Establishment of 2013 Senior ExecutiveAnnual Performance Incentive Bonus PlanBonuses for 2015
At its April 2013March 2015 meeting, the Committee recommended, and the Boardindependent directors approved, the parameterscomponents for the 2013 Senior Executive Incentive Bonus Plan (the “2013 Bonus Plan”) and approved the annual cash2015 performance incentive opportunitiesbonus opportunity for the Named Executive Officers for Fiscal 2013 as set forth in the Potential 2013 Bonus Plan Awards tableour named executive officers. A bonus could be earned based on page 37 of this Proxy Statement. The methodology and measurement parameters for the 2013 Bonus Plan were changedour (1) pre-tax earnings from the 2012 Bonus Plan in that (i) the weightingcontinuing operations (constituting two-thirds of the Pre-Tax Earnings Parameter was increased from 60% underopportunity) and (2) comparable sales relative to the 2012 Bonus Plan to 66 2/3% under the 2013 Bonus Plan, (ii) the weightingPerformance Group (constituting one-third of the Comparable Store Sales Parameter was increased from 20% under the 2012 Bonus Plan to 33 1/3% under the 2013 Bonus Plan and (iii) the Mission Based Goals Parameter was deleted.

34


2013 BONUS PLAN PARAMETERS
While the methodology and measurement parameters for the 2013 Bonus Plan were unchanged from the 2012 Bonus Plan except for the weighting described aboveopportunity). The Committee and the deletionother independent directors selected these financial measures because they believe the measures are strong indicators of a Mission Based Goals parameter,our operating results and financial condition.
The Committee increased the Pre-Tax Earnings Target Level was increasedpre-tax earnings target from $53.6$65.3 million under the 2012 Bonus Planfor 2014 to $69.0$65.7 million under the 2013 Bonus Planfor 2015 (a $8.6$0.4 million increase (14.3%(0.6%)) over actual Fiscal 2012 Pre-Tax Earnings of $60.4 million) to align the bonus target with our operating plan and provide a realistic target based on Fiscal 2012 actualour 2014 performance and the difficult market conditions. The 2013 Bonus Plan design is set forthconditions we anticipated in the following tables and is subject to the following: (i) actual2015. Our 2015 pre-tax earnings target was $5.0 million (8.2%) greater than our pre-tax earnings from continuing operations in 2014. Actual bonus payments, if any, will be prorated for Pre-Tax Earnings results between maximumthreshold and thresholdmaximum levels, and (ii) in order to earn any portion of the Comparable Store Sales Parameter, the Companycomparable sales component, we must achieve 75% of the Pre-Tax Earningspre-tax earnings target. The Committee and other independent directors believe the targeted performance levels provided challenging, but reasonable, levels of performance that were appropriate in light of our projected corporate operating plan for 2015, and our objective to promote sustained profitability while providing objectives that motivate our executives.

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In order to calculate the results under the annual performance incentive awards, we first calculate each component consistent with the accounting principles generally accepted in the United States of America. We then make an adjustment to remove the effect of unusual or non-recurring events, transactions and accruals set forth in the Bonus Plan and approved by the Committee early in each fiscal year when the performance incentive bonus opportunities are established. The adjustments may have the net effect of increasing or decreasing the pre-tax earnings and comparable sales results. The Committee may also exercise negative discretion to cancel or decrease the annual performance incentive awards earned (but not increase an annual performance incentive award for a covered employee, as that term is used within Section 162(m) of the IRC). Accordingly, the pre-tax earnings and comparable sales amounts resulting from the adjustments may differ from the amounts reflected in our reports filed with the SEC and other public disclosures.
The following table shows the threshold, target level.and maximum payout percentages and performance goals established for each component of the 2015 performance incentive bonus opportunity:
  Pre-Tax Earnings Comparable Sales
Performance Goal Payout as (%) of Target Performance Goal (Relative Percentile) Payout as (%) of Target
Threshold $61.1 million Up to 25 
25th
 25
Target $65.7 million 100 
50th
 100
Maximum $70.3 million 200 
75th
 200
Pre-Tax Earnings ParameterThe following table shows the: (1) threshold, target and maximum amounts of the 2015 performance incentive bonus that were attainable, both as a percentage of the named executive officer’s annual base salary and as a dollar amount, based on the extent to which we achieve the pre-tax earnings and comparable sales components set forth above; and (2) total actual performance incentive bonus payments earned based on our 2015 performance of (a) $24.0 million of pre-tax earnings, calculated as noted above (i.e., 0% of the total bonus target earned), and (b) comparable sales at the 36
This parameterth percentile of the 2015 Performance Group (i.e., 19.7% of the bonus formula is weighted at two-thirds (66.7%)target earned, however, no portion of each executive’s target bonus amount and its achievement will be measured per the metrics below. Pre-Tax Earnings results will be measured as a GAAP number.comparable sales component was earned because we did not achieve 75% of the pre-tax earnings target):

Fiscal 2013
Executive Threshold Target Maximum 2015 Bonus Earned
 
% of Salary
Potential Payout
 
% of Salary
Potential Payout
 
% of Salary
Potential Payout
 
% of Salary
Actual Payout
Mr. Glazer 25$250,000 100$1,000,000 200$2,000,000 0$0
Mr. Shein 15$61,800 60$247,200 120$494,400 0$0
Mr. Lawrence 18.75$123,263 75$493,050 150$986,100 0$0
Mr. Hunter 15$70,500 60$282,000 120$564,000 0$0
Mr. Parsons 15$65,550 60$262,200 120$524,400 0$0
Pre-Tax  
Earnings

Threshold (minimum) bonus payment will be earned at one-half of Target by achieving Fiscal 2013 Pre-Tax Earnings of $65.0M, an increase of 7.7% vs. actual Fiscal 2012 Pre-Tax Earnings of $60.4 million.


$65.0 million
5.8%
Below Target
Target bonus amount will be paid by achieving Fiscal 2013 Pre-Tax Earnings of $69.0 million, an increase of 14.3% vs. actual Fiscal 2012 Pre-Tax GAAP Earnings of $60.4 million.


$69.0 million
Target Level
Maximum bonus amount will be paid at 2 times Target by achieving Fiscal 2013 Pre-Tax Earnings at 108.7% of Target Level, an increase of 24.2% vs. actual Fiscal 2012 Pre-Tax Earnings of $60.4 million.


$75.0 million
8.7% Above  Target
Comparable Store Sales Parameter
This parameter of the bonus formula is weighted at one-third (33.3%) of each executive’s target bonus amount and its achievement will be measured per the metrics below.
Threshold (minimum)bonus amount (1/4 of Target) will be paid if the Company’s ranking of total year-end Comparable Store Sales change is at the twenty-fifth percentile among the Company’s Performance Group, provided that 2013 Pre-Tax earnings are $51.8 million or higher.
Target amount will be paid if the Company’s ranking for total year-end Comparable Store Sales change is at the fiftieth percentile (or middle mark) among the Company’s Performance Group.

Maximum amount (2 times Target) will be paid if the Company’s ranking of total year-end Comparable Store Sales change is at the one-hundredth percentile (or highest rank) among the Company’s Performance Group.


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Potential 2013 Bonus Plan Awards
Depending on our Pre-Tax Earnings and our ranking among our Performance Group with respect to total year-end Comparable Store Sales, our Named Executive Officers had the opportunity to earn bonuses under the 2013 Bonus Plan as follows, with actual bonus payment to be prorated for results between the Maximum and Threshold levels:  
POTENTIAL 2013 BONUS PLAN AWARDS
Executive
Base
Salary($)

Bonus Range % (1)
(Threshold/Target/Maximum)

Bonus Range $ (2)
(Threshold/Target/Maximum)
Mr. Glazer
950,000
41.7% - 100% - 200%


$396,150 - $950,000 - $1,900,000

Mr. Shein
370,000
20.8% - 50% - 100%


$76,960 - $185,000 - $370,000

Mr. Record
620,000
29.2% - 70% - 140%


$181,040 - $434,000 - $868,000

Mr. Lawrence
620,000
29.2% - 70% - 140%


$181,040 - $434,000 - $868,000

Mr. Hunter425,000
20.8% - 50% - 100%

$88,400 - $212,500 - $425,000

Mr. Searles (3)
450,000
25% - 60% - 120%


$112,500 - $270,000 - $540,000

_________________________
(1)Percentage of base salary.
(2)Amount to be paid will depend upon the extent to which the Company achieves the Pre-Tax Earnings and Comparable Store Sales parameters set forth above. Actual bonus payments will be prorated for Pre-Tax Earnings results between the maximum and threshold levels. In order to earn any portion of the Comparable Store Sales Parameter, the Company must achieve 75% of the Pre-Tax Earnings target level.
(3)
Due to the South Hill Consolidation, Mr. Searles position was eliminated and he was not offered a position at the Company’s Houston headquarters. However, Mr. Searles remained eligible to participate in the 2013 Bonus Plan on a pro-rata basis (i.e., 19 out of 52 weeks).
Please see “Committee Actions in Fiscal 2014 Concerning Named Executive Officer Compensation - 2013 Bonus Plan Awards” on page 42 of this Proxy Statement for the amounts of bonuses actually paid under the 2013 Bonus Plan.

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Long-Term Equity Incentive Compensation Awards for 2015
At its April 2013March 2015 meeting, the Committee (i)(1) reviewed the final Total Shareholder Return (“TSR”)TSR results for the three year Performance Cycle that ended on February 2, 2013three-year performance cycle (i.e., 2012 through 2014) for the March 2010 Performance Based Restricted Share Grants for senior executives, (ii)2012 performance shares, (2) discussed the attainment level based on our TSR results versus our 2012 Performance Group, (iii)(3) reviewed the current standing and attainment levels for LTI grants made in March 20112013 and March 20122014 performance shares based on the TSR matrix of ourthe Performance Group, (iv)Groups established at the beginning of those years, (4) discussed individual LTIlong-term incentive grants for senior management executives recommended by management, (v)(5) reviewed estimated shares needed for Fiscal 20132015 awards, and (vi)(6) reviewed shares available for future grants. To determine the size of each equity award, the Committee reviewed market data, prior years’ long-term equity incentive (“LTI”) decisions, the performance and potential of the Named Executive Officersour named executive officers and recommendations from Hay Group.the Committee’s independent compensation consultant.

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Based upon the recommendation of the Committee and the approval of the Board,other independent directors, the following LTIlong-term equity incentive awards were granted to the Named Executive Officers on April 4, 2013our named executive officers in 2015 in consideration of their 20122014 performance and in recognition of theirthe critical roleroles they play in theour future success and long-term growth of the Company:
2013 LTI AWARDSgrowth:
 
Executive

Target
Performance Shares (55%)(1)

 
Restricted Stock (45%)(2)
Mr.  Glazer
39,600
32,400
Mr. Shein
7,700
6,300
Mr. Record
22,000
18,000
Mr. Lawrence
22,000
18,000
Mr. Hunter 7,700 6,300
Mr. Searles
N/A
N/A

Executive 
Target Performance Shares
(#)(1)
 
Restricted Stock
(#)(2)
Mr.  Glazer 60,942 49,861
Mr. Shein (3)
 12,061 29,811
Mr. Lawrence 41,898 34,280
Mr. Hunter (4)
 6,348 21,353
Mr. Parsons 12,696 10,388
_________
(1)
(1)
The Performance Shares cliff vest after avesting of the performance shares depends on our TSR over the three-year measurement performance cycle (the “Performance Cycle”) whichcompared to the Performance Group established at the beginning of 2015 (see the “Overview of 2015 Executive Compensation - Long-Term Incentives” section of this CD&A for additional information regarding how TSR is calculated under the terms of our performance share awards). The performance cycle began on the first day of the Company’s 2013 Fiscal Year2015 (February 3, 2013)1, 2015) and ends on the last day of the Company’s 2015 Fiscal Year (January 30, 2016)2017 (February 3, 2018).  The number of Performance Shares earned will be based on the Company’s total shareholder return relative to the Fiscal 2013 Performance Group.  The number of shares reflected in the table above are the “Target Shares”, which meansis the number of shares of the Company’sour common stock the Named Executive Officereach named executive officer will earn (and receive)and receive if our TSR for the performance cycle is at the end50th percentile of the Performance Cycle if the Company’s results are in the middle (fiftieth percentile) of the Fiscal 20132015 Performance Group. On a sliding scale, the performance shares earned can vary as follows:
Percentile Ranking of Performance Group Performance Shares Earned *
100% 200%
75% 150%
50% 100%
25% 25%
< 25% —%
* As a percentage of Target Performance Shares shown in the 2013 LTI Awards table above.
Percentile Ranking in Performance Group Performance Shares Earned as (%) of Target
≥90.9% 200.0%
  72.7% 156.8%
   50% 100.0%
  27.3% 31.8%
< 27.3% —

(2)
The Restricted Stock will vest on a pro rata basis over four years (i.e.,2 25% per year).)

37


Performance Shares Earned in 2013 Upon Completion of the 2010 Performance Cycle
As the performance criteria for the three-year Performance Cycle that began on the first day of our 2010 Fiscal Year (January 31, 2010) and ended on the last day of our 2012 Fiscal Year (February 2, 2013) (the “2010 Performance Cycle”) were met, the Named Executive Officers who were granted Performance Shares at the beginning of the 2010 Performance Cycle were issued shares of our common stock at 135.7% attainment of the Target Shares as follows:  


Target Shares


Payout
Executive (1)
Target # Shares  
Target $ Shares (2)
Performance
Attainment

# Shares Earned  
 $ Shares Earned (3)
Mr. Record
20,000
$397,000
135.7%
27,140
$711,882
Mr. Hunter 6,000 $119,100 135.7% 8,142 $213,565
____________________________
(1)Messrs. Glazer, Shein, Lawrence and Searles were not employed by the Company at the beginning of the 2010 Performance Cycle; therefore, they were not entitled to receive Performance Shares as a result of the completion of the 2010 Performance Cycle.
(2)Based on the fair value ($19.85) of the shares on March 26, 2010, the grant date.
(3)Based on the average of the high and low market price ($26.23) of our common stock on April 4, 2013, the date of issuance.
Significant Events Related to the Employment of our Named Executive Officers
Resignation of Michael Searles
On June 14, 2013, Michael Searles resigned as President and Chief Operating Officer, South Hill Division of the Company to pursue other interests due to the South Hill Consolidation. Please see “Transactions with Related Persons-Michael Searles” on page 21 of this Proxy Statement.
Resignation of Edward Record
On February 12, 2014, Edward Record resigned as Chief Operating Officer of the Company to pursue other interests.
Senior Executive Incentive Bonus Plan;Mission Based Goals
In their April 2013 meetings, the Committee and the Board decided that, unlike in Fiscal 2012 but consistent with years prior to Fiscal 2012, in Fiscal 2013 the Named Executive Officers and other key senior executives would not be tasked with specific business goals (“Mission Based Goals”) that would account for a portion of their bonus opportunity within the 2013 Bonus Plan. As a result and consistent with plans prior to Fiscal 2012, a cash bonus under the 2013 Bonus Plan would be awarded based only on Pre-Tax Earnings and Comparable Store Sales parameters. 
Committee Actions in Fiscal 2014 Concerning Named Executive Officer Compensation
Fiscal 2013 Overview
Strategy. The Company’s strategy for Fiscal 2013 was to build on its 2012 achievements and to pursue meaningful sales and earnings growth. Fiscal 2013 contained 52 weeks, while the Company’s fiscal year ended February 2, 2013 (“Fiscal 2012”) contained 53 weeks. The Company achieved the following results in Fiscal 2013:
Financial Results
Total sales were $1.634 billion versus $1.646 billion for Fiscal 2012, a decrease of approximately 1%, but still the second highest total sales in the Company’s history.
Comparable store sales decreased 1.5%, while on a shifted basis which excludes the first week of 2012, comparable store sales decreased 1.1%.
Gross profit margin was 26.4% versus 27.9% in Fiscal 2012.

38


Selling general and administrative expense was 24.4% of revenue versus 23.9% on Fiscal 2012.
Earnings were $16.6 million, or $0.51 per diluted share, compared to earnings of $38.2 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 approximately $7.0 million to $30.0 million, an 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, 2014, annualized TSR was 34.06%, including the reinvestment of dividends.
The Company increased its quarterly dividend rate by 25%.
Operational Results
The Company opened 28 traditional stores and one Steele’s stores during Fiscal 2013 and had a net increase of 19 stores, growing from 864 stores in 40 states to 883 stores in 40 states.
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.
CEO Fiscal2013 Performance and Compensation
In General. The Committee focuses much of its time on CEO and senior executive compensation to assure that it reflects operating and financial performance and demonstrates our commitment to enforcing a strong pay for performance philosophy.
Mr. Glazer and the management team responded to the economic and market conditions in Fiscal 2013 by continuing to implement a top-line growth focused business strategy. Mr. Glazer, in part through his significant retail experience and expertise and his understanding of the Company by virtue of his service as a Director since 2001, has added tremendous value to the Company. As a result, the Company achieved the results set forth in “Fiscal 2013 Overview”, above.
Fiscal 2013 CEO Performance Objectives and Results. Mr. Glazer’s Fiscal 2013 performance objectives and the extent to which he met those performance objectives are reflected in the following table:
Performance Objective

Result
Comparable Store Sales growth of 4%

Did not achieve performance objective

15% Pre-Tax Earnings growth offsetting all but $6 million of South Hill Consolidation cost synergies

Did not achieve performance objective

Develop a Succession Plan focusing on the top 5 management positions

Achieved - Plan developed and presented to Board


Develop a comprehensive marketing plan for Board approval, focused on the customer, incorporating the role of eCommerce, and defining the role of brands and areas of geographic focus

In Progress - Conducting consumer market research required for strategy development


Develop a 5 year growth plan including plans for Steele’s and incorporating the role of real estate to support the planned growth

Growth plan in progress. Steele’s sold to independent buyer.


39


2013 was a challenging year for the retail industry and the Company. Financial results were below expectations. However, under Mr. Glazer’s leadership several actions were taken to strengthen the Company and prepare for future growth. These actions included the South Hill Consolidation, developing a plan for the disposition of the Steele’s off price division and further enhancement of the eCommerce platform.
CEO Compensation. As a result of Mr. Glazer’s performance in Fiscal 2013 and as an incentive for future performance,
his base salary was increased from $950,000 to $969,000 effective April 1, 2014;
he was granted 50,417 Performance Shares and 41,250 shares of Restricted Stock on April 3, 2014; and
his target bonus percentage (100%) under the 2014 Senior Executive Incentive Bonus Plan remained the same as it was under the 2013 Bonus Plan.
Other Named Executive Officers Fiscal2013 Performance and Compensation
Oded Shein. As Chief Financial Officer, Mr. Shein’s responsibilities were to oversee the Company’s finance functions, which include accounting, tax, treasury, financial planning and analysis, private label credit card program, loss prevention and investor relations. He was instrumental in the Company’s fiscal management. His financial expertise has added tremendous value to the Company.
As a result of Mr. Shein’s performance in Fiscal 2013, to adjust his base salary up to a level closer to the 25th percentile of the Peer Group range and as an incentive for future performance,
his base salary was increased from $370,000 to $400,000 effective April 1, 2014;
he was granted 9,167 Performance Shares and 7,500 shares of Restricted Stock on April 3, 2014; and
his target bonus percentage (50%) under the 2014 Senior Executive Incentive Bonus Plan remained the same as it was under the 2013 Bonus Plan.
Edward Record. Mr. Record resigned on February 12, 2014.
Steven Lawrence. As Chief Merchandising Officer, Mr. Lawrence’s responsibilities were to oversee all of the Company’s merchandising strategies. He was instrumental in bringing new brands into our store that our customers desired. Mr. Lawrence’s merchandising expertise has added tremendous value to the Company.
As a result of Mr. Lawrence’s performance in Fiscal 2013 and as an incentive for future performance,
his base salary was increased from $620,000 to $632,400 effective April 1, 2014;
he was granted 34,375 Performance Shares and 28,125 shares of Restricted Stock on April 3, 2014; and
his target bonus percentage (70%) under the 2014 Senior Executive Incentive Bonus Plan remained the same as it was under the 2013 Bonus Plan.
Steven Hunter. As Chief Information Officer, Mr. Hunter’s responsibilities were to oversee all of the Company’s information technology, systems, ancillary sales, eCommerce platform and customer service functions. He was instrumental in an increase in the Company’s direct-to-consumer revenue of 31% and he made significant contributions to our earnings. Mr. Hunter’s expertise has added tremendous value to the Company.
As a result of Mr. Hunter’s performance in Fiscal 2013 and as an incentive for future performance,
his base salary was increased from $425,000 to $433,500 effective April 1, 2014;
he was granted 11,458 Performance Shares and 9,375 shares of Restricted Stock on April 3, 2014; and
his target bonus percentage (50%) under the 2014 Senior Executive Incentive Bonus Plan remained the same as it was under the 2013 Bonus Plan.
Michael Searles. Mr. Searles resigned on June 14, 2013.
At their April 2014 meetings, the Compensation Committee and the Board took the following actions with respect to the compensation of the Company’s Named Executive Officers:

40


Base Salaries
Based on their performance during Fiscal 2013, with input from Towers Watson with respect to market salary data of our Peer Group and based upon the Company’s performance in Fiscal 2013, the Committee recommended to our Board, and our Board approved, the following base salaries for our currently employed Named Executive Officers in Fiscal 2014. The base salaries were adjusted effective April 1, 2014.
FISCAL 2014 BASE SALARIES
 
 
Executive

 
2013 Base
Salary

 
2014 Base
Salary

 
Base Salary
Increase
Mr. Glazer
$950,000
$969,000
2.0%
Mr. Shein
$370,000
$400,000
8.1%
Mr. Lawrence
$620,000
$632,400
2.0%
Mr. Hunter $425,000 $433,500 2.0%
Based on Towers Watson’s analysis, it was determined that the base salaries of our currently employed Named Executive Officers are all below the median of our Peer Group.
2013 Bonus Plan Awards
The Company did not achieve the Threshold Pre-Tax Earnings and Comparable Store Sales parameters described under “Establishment of 2013 Senior Executive Incentive Bonus Plan” on page 35 of this Proxy Statement. Therefore, our Named Executive Officers were not entitled to, and were not paid, performance based bonuses under the 2013 Bonus Plan.
Long-Term Incentive Compensation Awards
    The following long-term equity incentive (“LTI”) awards were granted to our currently employed Named Executive Officers on April 3, 2014 in consideration of their 2013 performance and in recognition of their critical role in the future success and long-term growth of the Company:
2014 LTI AWARDS
Executive
Performance Shares (55%)(1)
Restricted Stock (45%) (2)
Mr. Glazer
50,417
41,250
Mr. Shein
9,167
7,500
Mr. Lawrence
34,375
28,125
Mr. Hunter 11,458 9,375

(1)The Performance Shares cliff vest after a three-year measurement performance cycle (the “Performance Cycle”) which began on the first day of the Company’s 2014 Fiscal Year (February 2, 2014) and ends on the last day of the Company’s 2016 Fiscal Year (January 28, 2017).  The number of Performance Shares earned will be based on the Company’s total shareholder return relative to the Fiscal 2014 Performance Group. The number of shares reflected in the table above are the “Target Shares,” which means the number of shares of the Company’s commonrestricted stock the Named Executive Officer will earn (and receive) at the end of the Performance Cycle if the Company’s results are in the middle (fiftieth percentile) of the Fiscal 2014 Performance Group.
(2)The Restricted Stock will vest on a pro rata basis over four years (i.e., 25% per year).
(3)
Mr. Shein’s award includes 19,943 shares of restricted stock granted on June 16, 2015, in connection with his execution of an employment agreement with us.
(4)
Mr. Hunter’s award includes 16,159 shares of restricted stock granted on April 1, 2015, in connection with his execution of an employment agreement with us.
Executive Compensation for 2016
At its March 2016 meeting, the Committee reviewed (1) our performance in 2015, (2) each named executive officer’s performance in 2015, (3) comparative compensation information regarding our Peer Group and additional survey data provided by the Committee’s independent compensation consultant, (4) the importance that each named executive officer plays in our future success and long-term growth, (5) the need to create an incentive for future performance, (6) tally sheets reflecting all elements of compensation, total annual compensation and total deferred compensation for each named executive officer and (7) internal pay equity.

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As a result of that review and discussion with our other independent directors, the Committee and our other independent directors approved the following 2016 compensation for our named executive officers:
Executive 
2016
Base Salary
($) (1)
 
2016 Target Performance Bonus Opportunity
(as Pct. of Salary)
(%) (2)
 
Performance Shares
(#) (3)
 
Restricted Stock
(#) (4)
Mr.  Glazer 1,000,000 100 121,447 182,171
Mr. Shein 412,000 60 25,840 38,760
Mr. Lawrence 657,400 75 90,439 135,659
Mr. Hunter 470,000 60 25,840 38,760
Mr. Parsons 437,000 60 25,840 38,760
_________
(1)
The named executive officers’ base salaries were not adjusted for 2016.
(2)
The percentage of base salary for a threshold performance incentive bonus opportunity is13.75% of the target reflected in the above table for each named executive officer. The percentage of base salary for a maximum performance incentive bonus opportunity is double the target reflected in the above table for each named executive officer.
(3)
The vesting of the performance shares depends on our TSR over the three-year performance cycle compared to the Performance Group established at the beginning of 2016. The performance cycle began on the first day of 2016 (January 31, 2016) and ends on the last day of 2018 (February 2, 2019).  The number of shares reflected in the table above is the number of shares of our common stock each named executive officer will earn and receive if our TSR for the performance cycle is at the 50th percentile of the 2016 Performance Group.
(4)
The restricted stock will vest on a pro rata basis over four years (i.e., 25% per year).
Executive OfficerEmployment AgreementsCompensation Program Administration
The Company has three-year, automatically renewable Employment Agreements (the “Agreements”)Committee administers the base salary, annual performance incentive bonus, long-term incentive and other compensation programs for our named executive officers and other executive officers. The Committee ensures that the total compensation paid to our named executive officers is fair, reasonable and competitive. Although the compensation committees of some companies make all compensation decisions with respect to their named executive officers, we believe it is consistent with best practices in corporate governance to reach a consensus among all independent directors when establishing executive compensation. Accordingly, while the Committee takes the lead in formulating executive compensation, it also seeks the approval of our other independent directors to provide an additional check on the appropriateness of the currently employed Named Executive Officers (individually an “Executive”). Mr. Glazer is employed as President and Chief Executive Officer; Mr. Shein is employed as Executive Vice President, Chief Financial Officer; Mr. Lawrence is employed as Chief Merchandising Officer; and Mr. Hunter is employed as Executive Vice President, Chief Information Officer. Prior to their resignations, Mr. Record was employed as Chief Operating Officer and Mr. Searles was employed as President and Chief Operating Officer, South Hill Division. Mr. Record and Mr. Searles also had three-year automatically renewable Employment Agreements. The Agreements provide for a base salary and annual incentive (bonus) compensation.  The Agreements also provide for perquisites such as an automobile allowance and a financial planning allowance and the Executive’s participation in all other bonus and benefit plans available to executive officers of the Company. Provisions of the Agreements related to termination and Change in Control are discussed in “Potential Payments Upon Termination or Change In Control” beginning on page 55 of this Proxy Statement.
We filed a copy of Mr. Glazer’s Employment Agreement as Exhibit 10.25 to our Quarterly Report on Form 10-Q for the period ended July 28, 2012, which we filed with the SEC on September 6, 2012. We filed a copy of Mr. Lawrence’s Employment Agreement as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended April 5, 2013, which we filed with the SEC on June 13, 2013. We filed copies of Messrs. Record and Shein’s Employment Agreements as Exhibits 10.3 and 10.4 to our Quarterly Report on Form 10-Q for the period ended April 30, 2011, which we filed with the SEC on June 9, 2011. We filed a copy of Mr. Searles’ Employment Agreement as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended October 29, 2011, which we filed with the SEC on December 7, 2011. We filed a copy of Mr. Hunter’s Employment Agreement as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended April 30, 2011, which we filed with the SEC on June 9, 2011. The Agreements can be reviewed on the SEC’s EDGAR database at www.sec.gov.compensation awarded.
Tax and Accounting and Other ImplicationsConsiderations
Deductibility of Executive Compensation
IRC Section 162(m) of the Internal Revenue Code of 1986, as amended,(“Section 162(m)”) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’sits CEO or any of the company’sits three other most highly compensated executive officers (other than the Chief Financial Officer)CFO) who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e.“qualified performance-based compensation” (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by the shareholders.)shareholders). The Committee’s policy is to design compensation programs that further our bestcompensation objectives and the interests and those of our shareholders and that generally preserve the tax deductibility of compensation expenses.
IncentivePerformance incentive bonuses paid to executive officers under our Senior Executive Incentive Bonus Plan and awards granted under our 2001 Plan and our 2008 Plan,equity incentive plans, other than restricted stock awards, are designed to qualify asconstitute qualified performance-based compensation.compensation for purposes of Section 162(m). The Committee also believes, however, that it must maintain the flexibility to take actions that it deems to be in our best interests but which may not qualify for tax deductibility under Section 162(m). In this regard, if the amount of base salary, plus the value of any restricted stock awards vesting in the same year, for any of oura named executive officersofficer exceeds $1 million, which is not currently anticipated to be the case, any amounts over $1 million will not be deductible for federal income tax purposes.
As required under the tax rules, the Company must obtain shareholder approval of the material terms of the performance goals for qualifying performance-based compensation every five years. We last requested and received shareholder approval at the 2012 Annual Meeting. Therefore, we will seek shareholder approval again on or before the 2017 Annual Meeting.
Committee Considerations
The Committee considered (i)(1) the impact of the $1 million limit on the deductibility of non-performancenon-qualified performance based compensation imposed by Code Section 162(m), (ii)(2) the accounting treatment of various types of equity-based compensation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, and (iii)(3) the non-deductibility of excess parachute tax payments under CodeIRC Section 280G (and the related excise tax imposed on covered employees under CodeIRC Section 4999) in its design of executive compensation programs. In addition, the Committee considered other tax and accounting provisions in developing the compensation programs for our named executive officers. These

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for our Named Executive Officers. These included the special rules applicable to non-qualifiednonqualified deferred compensation arrangements under CodeIRC Section 409A, as well as the overall income tax rules applicable to various forms of compensation. While the Committee strives to compensate our Named Executive Officersnamed executive officers in a manner that produces favorable tax and accounting treatment, its main objective is to develop fair, equitable and competitive compensation arrangements that appropriately motivate, reward and retain those executives.
Summary Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with our management. Based on that review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-KTable for Fiscal 2013 and in this Proxy Statement.
This Compensation Committee Report is provided by the following Independent Directors, who constitute all of the members of the Compensation Committee:
Earl J. Hesterberg (Chairman)
Alan J. Barocas
Diane M. Ellis
Lisa R. Kranc
C. Clayton Reasor
Ralph P. Scozzafava


43


2013 SUMMARY COMPENSATION TABLE2015
The following table summarizessets forth the compensation earned by or paid to our named executive officers for each of our Named Executive Officers for ourthe last three fiscal years ended February 1, 2014 (“Fiscal 2013”), February 2, 2013 (“Fiscal 2012”) and January 28, 2012 (“Fiscal 2011”), with the exception of Mr. Glazer and Mr. Lawrence who were not employed by the Company in Fiscal 2011.  years.
Named and Principal Position
Fiscal
Year

Salary
($)

Bonus
($) (1)

Stock
Awards
($) (2)

Option
Awards
($) (3)

Non-Equity Incentive Plan Compensation
($) (4)

Change in Pension Value
and Nonqualified Deferred Compensation Earnings
($)

 All Other Compensation
($) (5)

Total
($)
Michael L. Glazer (6) 2013 932,693
 —
 2,195,856
 —
 —
 (18,339) 289,878
 3,400,088
President and Chief
Executive Officer
 2012 709,423
 —
 2,638,923
 —
 1,488,945
 10,515
 95,108
 4,942,914
                   
Oded Shein 2013 367,404
 —
 426,972
 —
 —
 45,896
 94,846
 935,118
Executive Vice President, 2012 354,135
 —
 326,728
 —
 308,318
 19,161
 62,417
 1,070,759
Chief Financial Officer 2011 350,000
 —
 161,309
 —
 —
 (1,086) 142,365
 652,588
                   
Edward J. Record (6) 2013 613,942
 —
 1,219,920
 —
 —
 249,435
 162,969
 2,246,266
Chief Operating Officer 2012 582,750
 —
 678,668
 —
 732,186
 159,792
 83,703
 2,237,099
  2011 568,192
 —
 981,331
 193,353
 —
 (17,156) 116,508
 1,842,228
                   
Steven P. Lawrence (6) 2013 609,616
 —
 1,219,920
 —
 —
 24,805
 154,976
 2,009,317
Chief Merchandising
Officer
 2012 420,000
 —
 1,378,039
 —
 690,704
 5,055
 116,896
 2,610,694
                   
Steven L. Hunter 2013 421,539
 —
 426,972
 —
 —
 20,669
 56,910
 926,090
Executive Vice President, 2012 404,135
 —
 271,085
 —
 360,045
 10,437
 43,056
 1,088,758
Chief Information Officer 2011 395,673
 —
 415,712
 76,907
 —
 132
 47,590
 936,014
                   
Michael M. Searles (6) 2013 173,077
 —
 —
 —
 —
 70,584
 524,173
 767,834
President and Chief
Operating Officer,
 2012 450,000
 —
 326,728
 —
 478,440
 12,939
 95,691
 1,363,798
South Hill Division 2011 173,077
 25,000
 554,400
 —
 —
 —
 50,263
 802,740
Name and Principal Position 
Fiscal
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($) (1)
 
Non-Equity Incentive Plan Compensation
($) (2)
 
 All Other Compensation
($) (3)
 
Total
($)
Michael L. Glazer
President and Chief Executive Officer
 2015 995,231 —
 2,824,427 —
 232,208 4,051,866
 2014 966,077 —
 2,736,628 600,780
 159,670 4,463,155
 2013 932,693 —
 2,195,856 —
 289,878 3,418,427
               
Oded Shein
Executive Vice President,
Chief Financial Officer and Treasurer
 2015 410,155 —
 908,982 —
 75,576 1,394,713
 2014 395,360 —
 497,578 124,003
 75,140 1,092,081
 2013 367,404 —
 426,972 —
 94,846 889,222
               
Steven P. Lawrence
Chief Merchandising Officer
 2015 653,554 —
 1,941,816 —
 141,359 2,736,729
 2014 630,493 —
 1,865,876 274,462
 107,782 2,878,613
 2013 609,616 —
 1,219,920 —
 154,976 1,984,512
               
Steven L. Hunter
Executive Vice President,
Chief Information Officer
 2015 464,385 —
 639,044 —
 83,787 1,187,216
 2014 432,193 —
 671,123 134,385
 71,800 1,309,501
 2013 421,539 —
 426,972 —
 56,910 905,421
               
Stephen B. Parsons
Executive Vice President,
Chief Human Resources Officer (4)
 2015 435,154 —
 588,421 —
 84,322 1,107,897
 2014 326,923 25,000
 398,600 131,750
 313,001 1,195,274
              

_________
(1)Any amounts shown in this column are discretionary cash bonuses awarded for performance in the fiscal year indicated, but paid during the subsequent fiscal year. In consideration for accepting employment with the Company on September 12, 2011, Mr. Searles received a lump sum payment of $25,000.
(2)
(1)
The amounts shown in this column reflect the grant date fair value for performance stockshares and restricted stock for the Named Executive Officersnamed executive officers with respect to the fiscal year in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts that will be realized by the named executive officers with respect to such awards. Assumptions used in the calculation of these amounts are included in Note 1312 to our audited consolidated financial statements in our Annual Report on Form 10-K for Fiscal 2013.the fiscal year ended January 30, 2016. Further information regarding the 20132015 awards is included in the “2013Grants of Plan-Based Awards”Awards table and “2013the Outstanding Awards at Fiscal Year-End” tablesYear-End table later in this Proxy Statement. The grant date fair value of the performance-based awardsperformance shares awarded in 2015 and reflected in this column (the “2013 Performance Shares”) is the payout based on the probable outcome of the performance criteria, determined as of the grant date. The maximum potential valuesachievement for the 2013 Performance Shares2015 performance shares would be 200% of Targetthe target number of shares awarded and the grant date fair value if the highest level of performance is attained would be as follows: Mr. Glazer ($2,677,752)3,463,943), Mr. Shein ($520,674)685,547), Mr. Lawrence ($1,487,640)2,381,482), Mr. Hunter ($360,820) and Mr. HunterParsons ($520,674)721,641). As a resultThe grant date fair value of his resignation, Mr. Searles forfeited his 2012 Performance Shares as well as his unvestedthe restricted stock awards aswas determined by multiplying the closing price of June 14, 2013. As a resultour common shares on the date of his resignation, Mr. Record forfeited his 2013 and 2012 Performance Shares as well as his unvestedgrant by the number of shares of restricted stock awards as of February 27, 2014.granted.
Includes the fair market value of a grant of 33,333 shares of Restricted Stock ($506,662) in 2012 in the case of Michael Glazer and the fair market value of a grant of 20,000 shares of Restricted Stock ($305,400) in 2012 in the case of Steven Lawrence associated with a 2-year non-compete provision contained in their Employment Agreements.

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(3)
(2)
The amounts shownin this column reflect annual performance incentive bonus awards earned under the applicable incentive bonus plan for performance during each of the last three fiscal years. Amounts earned for performance are paid during the subsequent fiscal year. The amounts reflected include any deferrals made pursuant to our DC Plan.
(3)
For 2015, the amounts in this column include the following compensation for the executives, as more fully described in the table included with this footnote:
a.Matching contributions made by us pursuant to our DC Plan, as described in the narrative disclosure accompanying the Nonqualified Deferred Compensation table below;
b.Reimbursement of out-of-pocket healthcare costs under our supplemental executive medical plan, as described in the “Compensation Elements - Benefits and Perquisites” section of the CD&A;
c.Healthcare insurance premium payments associated with our supplemental executive medical plan;
d.Life insurance premium payments;
e.Long-term disability insurance premium payments;
f.The cost to us associated with the executive’s use of an automobile or the cash allowance provided in lieu of an automobile;
g.An allowance for professional fees incurred in connection with estate planning, personal financial advisory services and individual tax preparation services; and
h.The aggregate incremental cost to Stage associated with limited non-business use of corporate aircraft by Mr. Glazer.
The aggregate incremental cost of non-business use of corporate aircraft is calculated based on the costs we incur in connection with operating a flight, including expenses for fuel, landing fees, flight planning, navigation charges, ground services, on-board catering, and other miscellaneous costs. Due to the fact that the corporate aircraft are used primarily for business travel, fixed costs which do not change based on usage, such as pilot salaries, hangar fees, management fees, purchase costs, depreciation and capitalized improvements to the aircraft, are excluded. We did not reimburse or otherwise “gross-up” Mr. Glazer for any income tax obligation associated with his non-business use of corporate aircraft. The benefit of non-business use of corporate aircraft, which was approved by the Compensation Committee as part of Mr. Glazer’s overall compensation packages, is described in the “Benefits and Perquisites” section of the CD&A.
Name 
DC Plan Matching Contributions
($)
 
Healthcare Cost Reimburse-ment
($)
 
Healthcare
Insurance
Premiums
($)
 
Life
Insurance
Premiums
($)
 Long-Term Disability Insurance Premiums ($) 
Auto
Use / Allowance
($)
 
Professional Fees
Allowance
($)
 
Non-Business Aircraft Usage
($)
Mr. Glazer 161,722 19,255 9,206 449 408 12,000 10,000
 19,168
Mr. Shein 43,499 6,365 12,832 472 408 12,000 —
 —
Mr. Lawrence 95,221 11,115 12,194 691 408 12,000 9,730
 —
Mr. Hunter 50,983 4,661 12,468 535 408 12,000 2,732
 —
Mr. Parsons 45,935 8,284 12,194 501 408 12,000 5,000
 —
(4) On April 28, 2014, Mr. Parsons joined us as Executive Vice President, Chief Human Resources Officer. Mr. Parson’s annualized base salary for 2014 was $425,000. In consideration for accepting employment with us, Mr. Parsons received a lump sum payment of $25,000, which is reported in 2014 in the Bonus column of the Summary Compensation Table.

35




Grants of Plan-Based Awards in 2015
The following table sets forth each award made to our named executive officers in 2015 under any plan. Additional information regarding the performance shares and restricted stock granted in 2015 is set forth in the “Compensation Elements - Long-Term Incentive Compensation” section of the CD&A.
    
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
 (1)
 
Estimated Future Payouts Under Equity Incentive Plan Awards
 (2)
 
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
 (#) (3)
 
Grant Date
Fair Value
of Stock
Awards
 ($) (4)
Name Grant Date 
Threshold
 ($)
 
Target
 ($)
 
Maximum
 ($)
 
Threshold
 (#)
 
Target
  (#)
 
Maximum
 (#)
 
Mr. Glazer —
 250,000
 1,000,000
 2,000,000
 —
 —
 —
 —
 —
  3/26/2015
 —
 —
 —
 15,236
 60,942
 121,844
 —
 1,731,972
  3/26/2015
 —
 —
 —
 —
 —
 —
 49,861
 1,092,455
Mr. Shein —
 61,800
 247,200
 494,400
 —
 —
 —
 —
 —
  3/26/2015
 —
 —
 —
 3,015
 12,061
 24,122
 —
 342,774
  3/26/2015
 —
 —
 —
 —
 —
 —
 9,868
 216,208
  6/16/2015
 —
 —
 —
 —
 —
 —
 19,943
 350,000
Mr. Lawrence —
 123,263
 493,050
 986,100
 —
 —
 —
 —
 —
  3/26/2015
 —
 —
 —
 10,475
 41,898
 83,796
 —
 1,190,741
  3/26/2015
 —
 —
 —
 —
 —
 —
 34,280
 751,075
Mr. Hunter —
 70,500
 282,000
 564,000
 —
 —
 —
 —
 —
  3/26/2015
 —
 —
 —
 1,587
 6,348
 12,696
 —
 180,410
  3/26/2015
 —
 —
 —
 —
 —
 —
 5,194
 113,801
  4/1/2015
 —
 —
 —
 —
 —
 —
 16,159
 344,833
Mr. Parsons —
 65,550
 262,200
 524,000
 —
 —
 —
 —
 —
  3/26/2015
 —
 —
 —
 3,174
 12,696
 25,392
 —
 360,820
  3/26/2015
 —
 —
 —
 —
 —
 —
 10,388
 227,601
________
(1)
The amounts in these columns represent the threshold, target and maximum payouts for which each executive was eligible to receive under our 2015 performance incentive bonus awards. Amounts actually earned with respect to these awards are included in the Summary Compensation Table as non-equity incentive plan compensation. Further detail regarding the 2015 performance incentive bonus awards may be found in “Executive Compensation for 2015 - Annual Performance Incentive Bonuses for 2015” section of the CD&A.
(2)
The amounts in these columns reflect performance shares that will vest after a three-year performance cycle based on our TSR relative to the Performance Group, as described in the “Executive Compensation for 2015 - Long-Term Incentive Compensation Awards for 2015” section of the CD&A (see also the “Overview of 2015 Executive Compensation - Long-Term Incentives” section of the CD&A for additional information regarding the TSR calculation in connection with our performance share awards). The threshold number of shares refers to the lowest number of our common shares the named executive officer may earn and receive at the end of the performance cycle if the results are at the 25th percentile of the Performance Group. Performance results below the 25th percentile at the end of the performance cycle will result in the executives earning no common shares under this award. The target number of shares refers to the number of our common shares the named executive officer may earn and receive at the end of the performance cycle if the results are at the 50th percentile of the Performance Group. The maximum number of shares refers to the number of our common shares the named executive officer may earn and receive at the end of the performance cycle if the results are at the top percentile of the Performance Group.
(3)
This column reflects restricted stock awards that vest ratably over a four-year period (i.e., 25% per year).
(4)
The amounts in this column reflect the grant date fair value for SARsperformance shares and restricted stock for the Named Executive Officers with respect to the fiscal yearnamed executive officers calculated in accordance with FASB ASC Topic 718. No SARs were awarded in Fiscal 2012 or Fiscal 2013. Assumptions used in the calculation of these amounts are included in Note 1312 to our audited consolidated financial statements in our Annual Report on Form 10-K for Fiscal 2013. Further information regarding the 2011 SAR awards is included in the “2013 Outstanding Awards at Fiscal Year-End” table later in this Proxy Statement. Further information regarding the 2013 awards is included in the “2013 Plan-Based Awards” and “2013 Outstanding Awards at Fiscal Year-End” tables later in this Proxy Statement. As a result of his resignation, Mr. Record forfeited his unvested SARs awards as of February 27, 2014.
(4)Non-Equity Incentive Plan Compensation (performance based cash bonus) amounts include any amounts deferred under the Executive Deferred Compensation Plan. Amounts reflect performance based bonuses earned during the fiscal year covered (and paid duringended January 30, 2016. The grant date fair value of the subsequent fiscal year) underperformance share awards reflected in this column is the applicable Senior Executive Incentive Bonus Plan.payout based on the probable outcome of the performance criteria, determined as of the grant date.
(5)All other compensation includes deferred compensation matching contributions, auto allowances, estate planning allowances, insurance premiums and other compensation, as set forth in the 2013 All Other Compensation Table below.
(6)The following clarifying information is provided:
Mr. Glazer joined the Company on March 28, 2012, at a base salary of $850,000.
Mr. Record resigned from the Company on February 12, 2014.
Mr. Lawrence joined the Company on April 30, 2012 at a base salary of $560,000.
Mr. Searles resigned from the Company on June 14, 2013.

4536




2013 ALL OTHER COMPENSATION TABLEOutstanding Equity Awards at 2015 Fiscal Year-End
The following table provides information concerning the compensation of our Named Executive Officers found in the “All Other Compensation” column of the 2013 Summary Compensation Table on page 38 of this Proxy Statement.
Name
Fiscal
Year

Deferred Compensation Matching Contributions
 ($)

Auto
Allowances
 ($)

Estate
Planning
Allowances
 ($)

Life
Insurance
Premiums
 ($)

Health
Insurance
Premiums
 ($)

Relocation
Expense
Reimburse-
ments
 ($)

Tax
Reimburse-
ments
 ($)

Other
 ($) (1)

Total
 ($)
Michael L. Glazer 2013 244,176
 12,000
 10,000
 15,583
 8,119
 —
 —
 —
 289,878
  2012 67,060
 9,231
 —
 6,869
 8,110
 2,439
 1,399
 —
 95,108
                     
Oded Shein 2013 69,807
 12,000
 —
 2,686
 10,353
 —
 —
 —
 94,846
  2012 37,625
 12,000
 —
 2,676
 10,116
 —
 —
 —
 62,417
  2011 37,038
 12,000
 —
 2,446
 8,757
 52,190
 29,934
 —
 142,365
                     
Edward J. Record 2013 136,827
 12,000
 2,100
 1,903
 10,139
 —
 —
 —
 162,969
  2012 60,465
 12,000
 —
 1,337
 9,901
 —
 —
 —
 83,703
  2011 92,698
 12,000
 600
 1,301
 9,669
 —
 —
 240
 116,508
                     
Steven P. Lawrence 2013 131,852
 12,000
 —
 1,710
 6,198
 1,867
 1,349
 —
 154,976
  2012 42,462
 8,769
 7,027
 987
 3,525
 34,397
 19,729
 —
 116,896
                     
Steven L. Hunter 2013 31,411
 12,000
 1,770
 1,456
 10,273
 —
 —
 —
 56,910
  2012 18,031
 12,000
 1,625
 1,396
 10,004
 —
 —
 —
 43,056
  2011 19,975
 12,000
 4,585
 1,361
 9,669
 —
 —
 —
 47,590
                     
Michael M. Searles 2013 65,911
 4,615
 5,000
 2,592
 2,978
 —
 —
 443,077
 524,173
  2012 46,965
 12,000
 5,000
 6,740
 7,653
 10,174
 7,159
 —
 95,691
  2011 20,415
 4,615
 —
 1,296
 1,455
 13,015
 9,467
 —
 50,263

(1)Other Compensation includes cell phone allowances, in the case of Mr. Record, and severance pay, in the case of Mr. Searles.


46


2013 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information concerning each grant of an award made to a Named Executive Officer in Fiscal 2013 under any plan. Definitions of Performance Shares and Restricted Stock as used in the footnotes to this table are found on page 32of this Proxy Statement.
                All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (3)		  
    Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)		 Estimated Future Payouts Under Equity Incentive Plan Awards
(2)		  Grant Date
Fair Value
of Stock and
Option
Awards
($) (4)
Name  Grant
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
 (#)		 Maximum
(#)		 
Michael L. Glazer   396,150 950,000 1,900,000 — — — — —
  4/4/2013 — — — 9,900 39,600 79,200 — 1,338,876
  4/4/2013 — — — — — — 32,400 856,980
                   
Oded Shein   76,960 185,000 370,000 — — — — —
  4/4/2013 — — — 1,925 7,700 15,400   260,337
  4/4/2013 — — — — — — 6,300 166,635
                   
Edward J. Record   181,040 434,000 868,000 — — — — —
  4/4/2013 — — — 5,500 22,000 44,000 — 743,820
  4/4/2013 — — — — — — 18,000 476,100
                   
Steven P. Lawrence   181,040 434,000 868,000 — — — — —
  4/4/2013 — — — 5,500 22,000 44,000 — 743,820
  4/4/2013 — — — — — — 18,000 476,100
                   
Steven L. Hunter   88,400 212,500 425,000 — — — — —
  4/4/2013 — — — 1,925 7,700 15,400 — 260,337
  4/4/2013 — — — — — — 6,300 166,635
                   
Michael M. Searles   112,500 270,000 540,000 — — — — —

(1)Shown are the Threshold, Target and Maximum payouts for which each executive was eligible under our 2013 Bonus Plan. Amounts actually earned with respect to these awards are included in the 2013 Summary Compensation Table as Non-Equity Incentive Plan Compensation. Further detail regarding potential 2013 Bonus Plan awards can be found in “Establishment of 2013 Senior Executive Incentive Bonus Plan” beginning on page 35 and “2013 Bonus Plan Awards” on page 42 of this Proxy Statement.
(2)  These columns reflect Performance Shares that vest over time in an amount depending on performance criteria. The Performance Shares will vest after a three-year Performance Cycle based on the Company’s total shareholder return relative to the Performance Group, as described in the CD&A. As a result of his resignation, Mr. Searles was not granted Performance Shares in Fiscal 2013.
The “Threshold” number of shares refers to the lowest number of shares of our common stock the Named Executive Officer can earn (and receive) at the end of the Performance Cycle if the results are at the twenty-fifth percentile of the Performance Group. Performance results below the twenty-fifth percentile at the end of the performance cycle will result in the executives earning no shares under this equity grant.

47


The “Target” number of shares refers to the number of shares of our common stock the Named Executive Officer can earn (and receive) at the end of the Performance Cycle if the results are at the fiftieth percentile of the Performance Group.
The “Maximum” number of shares refers to the number of shares of our common stock the Named Executive Officer can earn (and receive) at the end of the Performance Cycle if the results are at the one hundredth percentile of the Performance Group, which is twice the Target number of shares.
(3)  This column reflects Restricted Stock. Restricted Stock vests ratably over a four-year period (i.e., 25% per year). As a result of his resignation, Mr. Searles was not granted any stock awards in Fiscal 2013.
(4)  The grant date fair value of the performance-based awards reflected in this column (the “Performance Shares”) is the payout based on the probable outcome of the performance criteria, determined as of the grant date. As a result of his resignation, Mr. Searles was not granted any Performance Shares in Fiscal 2013.

48


2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table provides information, on an award by award basis, concerning unexercised SARs, unvested restricted stock, and performance share awards for each Named Executive Officer outstandingsets forth, as of the end of Fiscal 2013. As a result of his resignation, Mr. Searles forfeited2015, all equity awards that had not vested as of June 14, 2013. As a result of his resignation, Mr. Record forfeited all awards that had not vested as of February 27, 2014.outstanding under our equity compensation plans for each named executive officer. Market value is computed using the closing market price of our common stock on January 31, 2014,29, 2016, the last trading day prior to the end of our last completed fiscal year ($19.60)8.30).
 Options/ SARs Awards Stock Awards
NameNumber of Securities Underlying Unexercised Options/SARs Exercisable
(#)		Number of Securities Underlying Unexercised Options/SARs Unexercisable
(#) (1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options /SARs
(#)		Option/ SARs Exercise Price
($/Sh)		Option/ SARs Expiration Date Number of Shares or Units of Stock That Have Not Vested
(#) (2)		Market Value of Shares or Units of Stock That Have Not Vested
($)		Equity Incentive Plans Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested
(#) (3)		Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested
($)
Michael L. Glazer5,625
—
—
16.67
6/3/2014
 —
—
—
—
 —
—
—
—
—
 102,400
2,007,040
112,933
2,213,487
           
Oded Shein22,500
7,500
—
16.31
1/10/2018
 —
—
—
—
 —
—
—
—
—
 14,800
290,080
20,600
403,760
           
Edward J. Record100,000
—
—
19.96
4/28/2014
*—
—
—
—
 45,000
—
—
15.87
4/28/2014
*—
—
—
—
 45,000
—
—
9.77
4/28/2014
*—
—
—
—
 75,000
25,000
—
12.94
4/28/2014
*—
—
—
—
 11,125
11,125
—
18.84
4/28/2014
*—
—
—
—
 —
—
—
—
—
 46,600
913,360
50,050
980,980
           
Steven P. Lawrence—
—
—
—
—
 55,500
1,087,800
58,667
1,149,873
           
Steven L. Hunter15,000
—
—
13.26
6/2/2015
 —
—
—
—
 13,500
4,500
—
15.50
3/26/2017
 —
—
—
—
 4,425
4,425
—
18.84
3/29/2018
 —
—
—
—
       21,725
425,810
18,900
370,440
           
Michael M. Searles—
—
—
—
—
 —
—
—
—
  Option / SARs Awards Stock Awards
Name 
Number
of
Securities Underlying Unexercised Options / SARs
Exercisable (#)
 
Number
of
Securities Underlying Unexercised Options / SARs
Unexercis-able
(#)
 
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options / SARs
(#)
 
Option / SARs Exercise Price
($)
 Option / SARs Expiration Date 
Number of Shares or Units of Stock That Have Not Vested
(#) (1)
 
Market Value of Shares or Units of Stock That Have Not Vested
($)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) (2)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Mr. Glazer —
 —
 —
 —
 —
 120,333
 998,764
 150,959
 1,252,960
Mr. Shein 15,000
 —
 —
 16.31
 1/10/2018
 —
 —
 —
 —
  —
 —
 —
 —
 —
 40,636
 337,279
 28,928
 240,102
Mr. Lawrence —
 —
 —
 —
 —
 76,874
 638,054
 98,273
 815,666
Mr. Hunter 8,850
 —
 —
 18.84
 3/29/2018
 —
 —
 —
 —
  —
 —
 —
 —
 —
 35,110
 291,413
 25,506
 211,700
Mr. Parsons —
 —
 —
 —
 —
 25,388
 210,720
 12,696
 105,377

* As a result of Mr. Record's resignation, the expiration date of his awards was accelerated to April 28, 2014._________

49


(1)  The future vesting dates of the SARs, other than those forfeited by Mr. Record on February 27, 2014, are as follows:
(1)
Common shares reported in this column underlie unvested restricted stock awards as of the end of 2015. The vesting dates following the end of 2015 for each award of restricted stock are as follows (with a prorated portion of each award scheduled to vest annually):
Name
Number of Shares of Restricted Stock That Have Not Vested
(#)
Vesting Dates
Mr. Glazer49,8613/26/2016, 3/26/2017, 3/26/2018, 3/26/2019
30,9384/3/2016, 4/3/2017, 4/3/2018
16,2004/4/2016, 4/4/2017
23,3344/19/2016
Mr. Shein19,9436/16/2016, 6/16/2017, 6/16/2018, 6/16/2019
9,8683/26/2016, 3/26/2017, 3/26/2018, 3/26/2019
5,6254/3/2016, 4/3/2017, 4/3/2018
3,1504/4/2016, 4/4/2017
2,0503/28/2016
Mr. Lawrence34,2803/26/2016, 3/26/2017, 3/26/2018, 3/26/2019
21,0944/3/2016, 4/3/2017, 4/3/2018
9,0004/4/2016, 4/4/2017
12,5004/30/2016
Mr. Hunter16,1594/1/2016, 4/1/2017, 4/1/2018, 4/1/2019
5,1943/26/2016, 3/26/2017, 3/26/2018, 3/26/2019

37




Name Number of SARs Shares of Restricted Stock That Have Not Vested
(#)		 Vesting DateDates
 Oded Shein 7,500
1,875		 12/1/10/20152016, 12/1/2017, 12/1/2018
7,0324/3/2016, 4/3/2017, 4/3/2018
3,1504/4/2016, 4/4/2017
1,7003/28/2016
     
 Edward J. RecordMr. Parsons 25,000
10,388		 2/15/20143/26/2016, 3/26/2017, 3/26/2018, 3/26/2019
  
Steven L. Hunter4,500
3/26/2014
2,212
3/29/2014
2,213
3/29/2015
(2) The future vesting dates of Restricted Stock, other than those forfeited by Mr. Record on February 27, 2014, are as follows:
NameNumber of Restricted Stock (#)Vesting Date
 Michael L. Glazer8,100
15,000		 4/4/2014
23,333
4/19/2014
8,100
4/4/2015
23,333
4/19/2015
8,100
4/4/2016
23,334
4/19/2016
8,100
4/4/2017
 Oded Shein2,050
3/28/2014
1,175
3/29/2014
1,575
4/4/2014
2,050
3/28/2015
1,175
3/29/2015
1,575
4/4/2015
2,050
3/28/2016,
1,575
4/28/2017, 4/2016
1,575
4/5/2017
Steven P. Lawrence4,500
4/4/2014
12,500
4/30/2014
4,500
4/4/2015
12,500
4/30/2015
4,500
4/4/2016
12,500
4/30/2016
4,500
4/4/2017
Steven L. Hunter1,700
3/28/2014
6,483
3/29/2014
1,575
4/4/2014
2,667
4/11/2014
1,700
3/28/2015
1,175
3/29/2015
1,575
4/4/2015
1,700
3/28/2016
1,575
4/4/2016
1,575
4/4/20172018

50


(3)   Reflects Target amount(2) Common shares reported in this column underlie unvested performance shares (at the target number of Performance Shares, whichperformance shares) as of the end of 2015. The performance shares cliff vest after a three-year Performance Cycleperformance cycle based on our total shareholderTSR return relative to the Performance Group, as described in the CD&A. Excludes Performance Shares forfeited by Mr. Record on February 27, 2014. The final day of each three-year performance cycle measurement dates of these Performance Shares areis as follows:
Name 
Number of Performance Shares That Have Not Vested
(#)
 Final Day of the Three-Year Performance Cycle Measurement Date
Michael L.Mr. Glazer 73,333
39,600		 1/31/201530/2016
  39,600
50,417		 1/30/201628/2017
60,9422/3/2018
     
OdedMr. Shein 2,900
7,700		 2/1/201430/2016
  10,000
9,167		 1/31/201528/2017
  7,700
12,061		 1/30/20162/3/2018
     
 Edward J. RecordMr. Lawrence 7,25022,000
1/30/2016
34,3751/28/2017
41,898 2/1/20143/2018
     
Steven P. LawrenceMr. Hunter 36,667
7,700		 1/31/201530/2016
  22,000
11,458		 1/30/201628/2017
6,3482/3/2018
     
Steven L. HunterMr. Parsons 2,900
12,696		 2/1/2014
8,300
1/31/2015
7,700
1/30/20163/2018

51


2013 OPTION EXERCISES AND STOCK VESTED TABLEOption Exercises and Stock Vested in 2015
The following table provides information concerningreflects all exercises of SARs and the vesting of restricted stock and performance share awards earned during Fiscal 2013 forshares held by each of our Named Executive Officers on an aggregated basis.named executive officers during 2015.
  Options/SARs Awards Stock Awards
Name Number of Shares Acquired on Exercise
(#)		 Value Realized on Exercise
($)		 Number of Shares Acquired on Vesting
(#) (2)		 Value Realized on Vesting
($) (1)
Michael L. Glazer 5,625
 78,891
 23,333
 650,874
Oded Shein —
 —
 13,225
 294,711
Edward J. Record —
 —
 69,315
 1,786,366
Steven P. Lawrence —
 —
 12,500
 347,000
Steven L. Hunter 15,000
 245,163
 13,683
 365,093
Michael M. Searles —
 —
 2,050
 53,403
  Option / SARs Awards Stock Awards
Name 
Number of Shares
Acquired on Exercise
(#)
 
Value Realized
on Exercise
($)
 
Number of Shares
Acquired on Vesting
(#) (1)
 
Value Realized
on Vesting
($) (2)
Mr. Glazer —
 —
 137,665
 2,995,098
Mr. Shein 15,000
 96,491
 19,755
 434,315
Mr. Lawrence —
 —
 71,991
 1,550,586
Mr. Hunter 18,000
 126,000
 18,274
 392,552
Mr. Parsons —
 —
 5,000
 101,925

________


38




(1)
(1)
BasedThe amounts in this column reflect the number of our common shares distributed to the named executive officer upon the vesting of the 2012 performance share award following the completion of its three-year performance cycle and the vesting of restricted stock awards during 2015.
(2)
The value realized is based on the average of the high and low market priceprices of our common stockshares on the datevesting date.
Pension Benefits in 2015
None of our named executive officers participate in our defined benefit plan, which was closed to new participants and frozen effective June 30, 1998.
Nonqualified Deferred Compensation in 2015
The following table reflects the contributions to, earnings in and balance of each named executive officer’s account held under our DC Plan.
Name 
Executive Contributions in Last Fiscal Year
 ($) (1)
 
Registrant Contributions in Last Fiscal Year
 ($) (2)
 
Aggregate Earnings in Last Fiscal Year
 ($) (3)
 
Aggregate Withdrawals / Distributions
 ($)
 
Aggregate Balance at Last Fiscal Year End
 ($)
Mr. Glazer 161,722
 161,722
 (296,619) —
 888,409
Mr. Shein 43,499
 43,499
 (20,212) —
 572,925
Mr. Lawrence 95,221
 95,221
 (28,309) —
 693,377
Mr. Hunter 50,983
 50,983
 (14,465) —
 366,095
Mr. Parsons 45,935
 45,935
 (15,971) —
 142,478
________
(1)
The amounts in this column are included in the Salary column of issuance.the Summary Compensation Table for 2015.
(2)
(2)
Reflects 2010 Performance Shares that were distributedThe amounts in Fiscal 2013 and Restricted Stock that vested during Fiscal 2013.this column are included in the All Other Compensation column of the Summary Compensation Table for 2015.

52


2013 PENSION BENEFITS TABLE
None of our Named Executive Officers were participants under the defined benefit plan sponsored by the Company as it was closed to new participants and was frozen effective June 30, 1998.  
2013 NONQUALIFIED DEFERRED COMPENSATION TABLE
The following table provides Fiscal 2013 information with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified to a Named Executive Officer.  
Name Executive Contributions in Last Fiscal Year
($)		 Registrant Contributions in Last Fiscal Year
($) (1)		 Aggregate Earnings in Last Fiscal Year
($)		 Aggregate Withdrawals/ Distributions
($)		 Aggregate Balance at Last FYE
($)
Michael L. Glazer 244,176
 244,176
 (18,339) —
 614,648
Oded Shein 79,872
 69,807
 45,896
 —
 411,185
Edward J. Record 361,643
 136,827
 249,435
 —
 2,074,409
Steven P. Lawrence 131,852
 131,852
 24,805
 —
 378,488
Steven L. Hunter 31,411
 31,411
 20,669
 —
 198,613
Michael M. Searles 65,911
 65,911
 70,584
 352,203
 —
__________________________
(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 BenefitsPlans
Deferred Compensation Plan
We provide a deferred compensation plan (the “Deferred Compensation Plan”) thatsponsor the DC Plan which provides executivesour 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 CodeIRC 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 CompensationDC Plan is intended to allow participants to defer income on a pre-tax basis. Under the Deferred CompensationDC 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 Officersnamed executive officers have the opportunity to allocate the investment of the funds in their Participant Employee Accountparticipant employee account among thirty-sixmore 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 CompensationDC Plan provides the opportunity for increasedto acquire our common shares on a pre-tax shareholding.basis.
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 coversfor substantially all employees who had met eligibility requirements and were enrolled prior to June 30, 1998 (the “Stage Plan”).1998. The StageDB Plan was frozen effective June 30, 1998. None of our Named Executive Officersnamed executive officers are participants in the StageDB Plan.

5339




Potential Payments Upon Termination or Change In Control
In General
The tables below reflectThis section addresses the amount of compensation to be paid to eachrights of our currently employed Named Executive Officersnamed 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’stheir employment under different circumstances pursuant to the terms of their Employment Agreements. Specific information concerning the resignation of Mr. Searleswith 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.

54


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.
NameSeveranceIncentive
Bonus ($)		Fringe
Benefits
($) (1)		Max Outplacement
 ($)		Max Financial
Planning ($)		Deferred
Compensation ($)		Stock Options, SARs,
Restricted Stock and
Performance Shares ($)
Mr. Glazer$1.9 millionAmount earned and prorated through date of termination$30,971Provided for up to 1 year with $15,000 maximumNone(2)Immediate vesting of all Restricted Shares and pro-rated vesting of Performance Shares.
Mr. Shein$0.6 millionAmount earned and prorated through date of termination$23,199Provided for up to 1 year with $15,000 maximumNone(2)All unvested awards are forfeited.
Mr. Lawrence$1.6 millionAmount earned and prorated through date of termination$28,490Provided for up to 1 year with $15,000 maximumNone(2)All unvested awards are forfeited.
Mr. Hunter$0.6 millionAmount earned and prorated through date of termination$23,119Provided for up to 1 year with $15,000 maximumNone(2)All unvested awards are forfeited.

(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.

55


Payments Made Upon Termination Without Good Cause or by the Executive For Good Reason After a Change In Control
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 after a Change In Control.
Payments that a Named Executive Officernamed executive officer would be entitled to receive underupon termination or a Changechange in Controlcontrol are not considered by the Compensation Committee when making annual compensation decisions for the Named Executive Officersnamed executive officers and do not factor into decisions made by the Companyus 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 30, 2016, the final day of 2015. The closing market price of our common shares on January 29, 2016, the final trading day of 2015, was $8.30. The actual amounts that would be payable in connection with a change in control or the termination of a named executive officer could only be determined at the time of the actual triggering event.
Upon termination, each participating named executive officer would receive his aggregate balance in our DC Plan, as is reflected in the “Aggregate Balance at Last Fiscal Year End” column of the Nonqualified Deferred Compensation table above. However, the named executive officers are not entitled to receive compensation for any unused vacation days upon termination.
Payments Upon Various Triggering Events at 2015 Fiscal Year-End
Termination by Us For Good Cause or Termination by Executive Without Good Reason
If we terminate a named executive officer for Good Cause (as defined below) or a named executive officer terminates his employment agreementswith us without Good Reason (as defined below), the executive will be entitled to receive any base salary earned and unpaid, and certain benefits accrued and unpaid, through the date of termination and will automatically forfeit any unvested restricted stock, performance shares, SARs, stock options or similar rights as of the date of termination.
Termination by Reason of Death, Disability or Retirement
If a named executive officer’s employment with us terminates as a result of his death, disability or retirement, (1) the executive will be entitled to receive any base salary earned and unpaid, and certain benefits accrued and unpaid, through the date of termination, (2) all unvested restricted stock, SARs, stock options or similar rights held by the executive will fully vest as of, and (in the case of SARs and stock options) be exercisable for one year following, the date of termination and (3) all unvested performance shares will vest at the target level and be payable to the executive.
Source of Payment Mr. Glazer Mr. Shein Mr. Lawrence Mr. Hunter Mr. Parsons
Vesting of Restricted Stock ($) 998,764 337,279 638,054 291,413 210,720
Vesting of Performance Shares (at target level) ($) 1,252,960 240,102 815,666 211,700 105,377
Total ($) 2,251,724 577,381 1,453,720 503,113 316,097
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 the 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 50th percentile of achievement as of the termination date will vest on a prorated basis at the target level and be payable to him;

40




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 $15,000.
In the following table, the benefits continuation amounts shown include the estimated premiums to be paid by us on behalf of the named executive officer for healthcare insurance.
Source of Payment Mr. Glazer Mr. Shein Mr. Lawrence Mr. Hunter Mr. Parsons
Severance ($) 2,000,000
 659,200
 1,725,675
 752,000
 699,200
2015 Performance Incentive Bonus ($) —
 —
 —
 —
 —
Vesting of Restricted Stock ($) 998,764
 —
 —
 —
 —
Vesting of Performance Shares (at target level) ($) —
 —
 —
 —
 —
Healthcare Benefits ($) 44,954
 21,206
 38,034
 18,902
 22,524
Outplacement ($) 15,000
 15,000
 15,000
 15,000
 15,000
Total ($) 3,058,718
 695,406
 1,778,709
 785,902
 736,724
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 $15,000; and
financial planning allowance for a period of 36 months in the case of Mr. Glazer and Mr. Lawrence, and 24 months in the case of Mr. Shein, Mr. Hunter and Mr. Parsons, from the date of the change in control or termination.
If any payment to the named executive officer due to a change in control subjects the executive to any excise tax, we will not pay to the executive a gross-up payment to compensate him for the amount of the excise tax.
The payments and benefits provided in connection with a change in control are intended to help provide us with continuity of management and continued focus on the business by senior management in the event of a Change In Control.change in control.
NameSeveranceIncentive
Bonus ($)		Fringe
Benefits
($) (1)		Max Outplacement
 ($)		Max Financial
Planning ($)		Deferred
Compensation ($)		Stock Options, SARs,
Restricted Stock and
Performance Shares ($)
Mr. Glazer$5.7 millionAmount earned and prorated through date of termination$61,943Provided for up to 1 year  with $15,000 maximumProvided 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 millionAmount earned and prorated through date of termination$46,398Provided for up to 1 year with $15,000 maximumProvided 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 millionAmount earned and prorated through date of termination$56,980Provided for up to 1 year with $15,000 maximumProvided 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 millionAmount earned and prorated through date of termination$46,238Provided for up to 1 year with $15,000 maximumProvided 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.

5641




Payments Made Upon Termination byIn the Company for Good Cause or by the Executive without Good Reason
The following table, shows the benefits continuation amounts payableshown include the estimated premiums to eachbe paid by us on behalf of our currently employed Named Executive Officers assuming that we terminated himthe named executive officer for Good Cause or that he terminated his employment without Good Reason on February 1, 2014. 
NameSeveranceIncentive
Bonus ($)		Fringe
Benefits
($)		Max Outplacement
 ($)		Max Financial
Planning ($)		Deferred
Compensation ($)		Stock Options, SARs,
Restricted Stock and
Performance Shares ($)
Mr. GlazerNoneNoneNoneNoneNone(1)All unvested awards are forfeited.
Mr. SheinNoneNoneNoneNoneNone(1)All unvested awards are forfeited.
Mr. LawrenceNoneNoneNoneNoneNone(1)All unvested awards are forfeited.
Mr. HunterNoneNoneNoneNoneNone(1)All unvested awards are forfeited.

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

57


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.healthcare insurance.
NameSeveranceIncentive
Bonus ($)		Fringe
Benefits
($)		Max Outplacement
 ($)		Max Financial
Planning ($)		Deferred
Compensation ($)		Stock Options, SARs,
Restricted Stock and
Performance Shares ($)
Mr. GlazerNoneNoneNoneNoneNone(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. SheinNoneNoneNoneNoneNone(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. LawrenceNoneNoneNoneNoneNone(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. HunterNoneNoneNoneNoneNone(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.

58


Payments Made Upon Death
Source of Payment Mr. Glazer Mr. Shein Mr. Lawrence Mr. Hunter Mr. Parsons
Severance ($) 6,000,000
 1,318,400
 3,451,351
 1,504,000
 1,398,400
2015 Performance Incentive Bonus ($) —
 —
 —
 —
 —
Vesting of Restricted Stock ($) 998,764
 337,279
 638,054
 291,413
 210,720
Vesting of Performance Shares (at target level) ($) 1,252,960
 240,102
 815,666
 211,700
 105,377
Healthcare Benefits ($) 89,909
 42,412
 76,068
 37,804
 45,049
Outplacement ($) 15,000
 15,000
 15,000
 15,000
 15,000
Financial Planning ($) 30,000
 10,000
 30,000
 10,000
 10,000
Total ($) 8,386,633
 1,963,193
 5,026,139
 2,069,917
 1,784,546
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.
NameSeveranceIncentive
Bonus ($)		Fringe
Benefits
($)		Max Outplacement
 ($)		Max Financial
Planning ($)		Deferred
Compensation ($)		Stock Options, SARs,
Restricted Stock and
Performance Shares ($)
Mr. GlazerNoneNoneNoneNoneNone(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. SheinNoneNoneNoneNoneNone(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. LawrenceNoneNoneNoneNoneNone(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. HunterNoneNoneNoneNoneNone(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.

59


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.
NameSeveranceIncentive
Bonus ($)		Fringe
Benefits
($)		Max Outplacement
 ($)		Max Financial
Planning ($)		Deferred Compensation ($)Stock Options, SARs, Restricted Stock and Performance Shares ($)
Mr. GlazerNoneNoneNoneNoneNone(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. SheinNoneNoneNoneNoneNone(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. LawrenceNoneNoneNoneNoneNone(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. HunterNoneNoneNoneNoneNone(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.

60


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)- Without Termination
If a change in control 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

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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 $15,000; and
(v)continuation of the financial planning allowance for a period of 36 months (24 months in the case of Messrs. Shein and Hunter) from the date of the Change in Control or termination.
In addition, all the Executive’sunvested restricted stock, SARs, stock options warrants or similar rights will immediately become fully vest and completely vestedall unvested performance shares will vest at the target level and exercisablebe payable to the named executive officer as of the date of the change in control.
Source of Payment Mr. Glazer Mr. Shein Mr. Lawrence Mr. Hunter Mr. Parsons
Vesting of Restricted Stock ($) 998,764 337,279 638,054 291,413 210,720
Vesting of Performance Shares (at target level) ($) 1,252,960 240,102 815,666 211,700 105,377
Total ($) 2,251,724 577,381 1,453,720 503,113 316,097
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 ChangeDescribed
A “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 used in this discussion in the order they are first used are as follows:
“Good Cause”means (i) the Executive’s criminal conviction of a felony by a federal or state court of competent jurisdiction including any plea of guilty or no contest; (ii) a material and significant act of dishonesty by the Executive relating to the Company; (iii) a failure to comply with the Company’s “Code of Ethics and Business Conduct” policy; or (iv) the Executive’s failure to follow a direct, reasonable and lawful order from the Company’s 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.
“Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’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 other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Executive’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 performance of assigned duties and responsibilities, (iv) hires an executive senior to the Executive; or (v) requires the Executive to (A) regularly perform the duties and responsibilities of his position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date of the Employment Agreement. Notwithstanding the above, Good Reason shall not include the death, disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to his position or his employment with the Company or its Subsidiaries.

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“Change in Control”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%)25% or more of the combined voting power of the Company’sour then outstanding securities (the “Trigger(“Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent(“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)(a) the then outstanding shares of our common stock of the Company or (2)(b) the combined voting power of theour 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%)50% of the total fair market value or total voting power of theour stock, of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Changechange in Control;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 theour assets, of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Companyours in enforcing its rights or remedies against any assets of the Companyour assets in which such creditor holds a security interest. Provided further, a transfer of assets by the Companyus shall not be treated as a Changechange in Controlcontrol 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 (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 paragraph (iii) herein.
this paragraph. For purposes of subsection (c)this paragraph and except as otherwise provided in paragraph (i)clause (1), a person’s status is to be 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.42


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2013 DIRECTOR COMPENSATION TABLEGood Cause and Good Reason Defined
The following table provides information concerningAs used in this discussion, the definitions for Good Cause and Good Reason are as follows:
“Good Cause” means: (1) the 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; (2) a material and significant act of dishonesty by the named executive officer relating to us; (3) a failure to comply with our Code of Ethics and Business Conduct; or (4) the named executive officer’s failure to follow a direct, reasonable and lawful order from the Board within the reasonable scope of his position, which failure, if remediable, is not remedied within thirty days after written notice to the named executive officer.
“Good Reason” shall exist if, without the named executive officer’s express written consent, we: (1) materially reduce or decrease the 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 persons who servedof our other senior level executives; (2) willfully fail to include the named executive officer in any incentive compensation plans, bonus plans, or other plans and benefits provided by us to other executive level executives; (3) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the 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 named executive officer’s performance of assigned duties and responsibilities; (4) hires an executive senior to the named executive officer; or (5) require the named executive officer to (a) regularly perform the duties and responsibilities of his position at, or (b) relocate the named executive officer’s principal place of employment to, a location which is more than fifty miles from the location of the named executive officer’s principal place of employment. Good Reason shall not include the death, disability or voluntary retirement of the named executive officer or any other voluntary action taken by or agreed to by the named executive officer related to his or her position or employment with us.
Timing of Payments
Thepayments provided in connection with the termination events 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 around April 1 following the end of the fiscal year in which the termination occurred;
Benefits will be provided in accordance with our Independent Directors during any partstandard policies and practices;
Outplacement payments will be made directly to the entity providing outplacement services following receipt of Fiscal 2013 for their service as Directors during Fiscal 2013.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
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.
CompensationDeferred compensation payments will be made in accordance with the provisions of Directorsthe DC Plan.
DIRECTOR COMPENSATION
The compensation of our Independent Directorsnon-employee directors is set by the 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 Directorsnon-employee directors for work required in a company our sizesize; and (2) compensation should align the Independent Directors’directors’ interests and the long-term interest of our shareholders. The CGNC’s DirectorAs 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 ChairmanChair of the CGNC works directly with the CGNC’s Directordirector compensation consultant, if any, to determine the scope of the work needed to assist the CGNC in its decision making processes.

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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 Board. Directors who are not our full-time employeesNon-employee directors receive the following compensation:compensation described below.
Annual

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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 the Board, which was earned and paid pro rata over their term at the beginning of each month. The Annual Retainerannual retainer is intended to compensate the Directordirector for attendance at regularly scheduled quarterly Board meetings (including by teleconference) and up to two special meetings of the 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 Retainerretainer 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 the Board, directors received a Special Board Meeting Feespecial board meeting fee of $1,500 per meeting for their preparation and attendance at special meetings of the Board (may be(including attendance by teleconference) called for the purpose of specific actions by the Board (consents, resolutions, etc.) and held at times other than in conjunction with regular quarterly meetings of the Board. No additional meeting fee was paid for attendance at regular quarterly boardBoard 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 Feeregular committee meeting fee of $1,000$1,500 per meeting for their preparation and attendance at regular quarterly meetings of the Committeescommittees on which they serve (including by teleconference), and (ii)(2) a Special Committee Meeting Feespecial committee meeting fee of $1,000$1,500 per meeting for (a) their preparation and attendance at Committeecommittee 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 Committeead hoc committee assignments held at times other than in conjunction with regular quarterly meetings of their Committeescommittees or the Board. Non-committee members who voluntarily attend a committee meeting did not receive a fee.
Committee ChairmanChair Fees. In Fiscal 2013, the Chairman
The Chair of the Audit Committee received a Committee Chairman Feecommittee chair fee of $17,500 per year; the Chairman$20,000. The Chair of the Compensation Committee received a Committee Chairman Feecommittee 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 Feecommittee chair fee of $12,500 per year.$12,500. The Committee Chairman Feeannual committee chair fee was earned and paid pro rata over the Chairman’sChair’s term at the beginning of each month.
Restricted Stock GrantsAwards
Initial Grant.
Upon a Director’snon-employee director’s initial appointment or election, the Directordirector will be grantedreceive a restricted shares of the Company’s common stock award valued at $100,000, based on the closing price of the Company’s stockour common shares on the date of his or her appointment or election, but pro-ratedprorated for the number of months the Directordirector will serve until the next Annual Meetingannual meeting of Shareholders (the “Initialour shareholders (“Initial Grant”). For example, a Director initially appointed or elected three months after the last Annual Meeting would serve a term of nine months and would be entitled to restricted shares of the Company’s common stock 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 initially appointed or elected nine months after the last Annual Meeting would serve a term of three months and would be entitled to restricted shares of the Company’s common stock valued at $25,000 based on the closing price of the Company’s stock on the date of his or her appointment or election.
The Initial Grant will cliff vest on a cliff basis, on the earliestearlier of (i) one year from the grant date of grant or (ii) the date of the first Annual Meetingannual meeting of the Company’sour shareholders following the date of grant.grant date.
Reelection Grant.
Upon a Director’snon-employee director’s reelection to the Board, the Directordirector 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 stockour 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 earliestearlier of (i) one year from the grant date of grant or (ii) the date of the first Annual Meetingannual meeting of the Company’sour shareholders following the date of grant.
grant date.
Forfeiture of Grants.
A Directordirector will forfeit any unvested Initial Grant and Reelection Grants if the Directorhe or she ceases to be a Directordirector at any time prior to theirthe vesting date other than due to (i)(1) the fact that the Director’sdirector’s age prohibits the Directorhim or her from serving as a Director, (ii)director per the Governance Guidelines, (2) death, (iii)(3) permanent disability (as determined by the Board), or (iv)(4) a Changechange in Controlcontrol (as defined in the applicable equity incentive plan), at which time the unvested Initial Grant and Reelection GrantsGrant will fully vest.
Reimbursement of Expenses. Directors shall be reimbursed for actual expenses they incur while attending, or otherwise participating in, Board meetings, Board Committee meetings and “ad hoc” committee assignments.

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Health Benefits
We have made arrangements with our medical provider to offer medical and dental coverage to the directors and their eligible family members. The cost to the directors will be the same premiums our active employees pay through payroll deductions.
Election Concerning Receipt of Certain Compensation.
Under our Amended and Restated 2003 Non-Employee Director Equity Compensation Plan, (the “Plan”), a Directornon-employee director may elect to receive the Annual Retainer, the Chairman Retainer, Special Board Meeting Fees, Committee Meeting Fees, Committee Chairman Fees,board retainer, chairman retainer, special board meeting fees, committee meeting fees, committee chair fee, and such other compensation as the Board may deem appropriate asin the case may be, either (a) inform of: (1) restricted stock, deferred stock units, cash, or a combination of restricted stock, deferred stock units and cash at the time that such compensation is earned,earned; or (b)(2) in cash or restricted stock at a later date. Any issuance of restricted stock in lieu of cash will be made by the Companyus on such terms and conditions as the Board may establish. In any event, in order to receive restricted stock, a Directordirector must at a minimum, (a) notify the Companyus of his or her current election to receive restricted stock by executing an applicable Election Form,election form and (b) execute a Shareholder Agreementshareholder agreement by which the Directordirector agrees not to sell any of the restricted stock until the director leaves the Board.
Health Benefits. We have made arrangements with our medical provider to offer medical and dental coverage toDirector Compensation Table for 2015
The following table provides information concerning the Directors and their eligible family members. The cost to the Directors will be the same premiums our active employees pay through their payroll deductions.compensation earned by each person who served as a non-employee director during 2015.
Name 
Fees Earned or Paid in Cash
 ($) (1)
 
Stock
Awards
 ($) (2)
 
Non-Equity
Incentive Plan Compensation
 ($)
 
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
 ($)
 
All Other
Compensation
 ($)
 
Total
 ($)
Alan J. Barocas 83,345
 100,012
 —
 —
 —
 183,357
Elaine D. Crowley 91,637
 100,012
 —
 —
 —
 191,649
Gabrielle E. Greene-Sulzberger (3)
 32,433
 —
 —
 —
 —
 32,433
Diane M. Ellis 94,428
 100,012
 —
 —
 —
 194,440
Earl J. Hesterberg 96,137
 100,012
 —
 —
 —
 196,149
Lisa R. Kranc 78,137
 100,012
 —
 —
 —
 178,149
William J. Montgoris 210,637
 100,012
 —
 —
 —
 310,649
C. Clayton Reasor 75,137
 100,012
 —
 —
 —
 175,149
Ralph P. Scozzafava 109,251
 100,012
 —
 —
 —
 209,263
_________
(1)
The amounts shown in this column reflect the amount of cash compensation earned in 2015 for Board and committee service.  Directors may elect to receive the board retainer, chairman retainer, special board meeting fees, committee meeting fees, committee chair fees and such other compensation as the Board may deem appropriate, as the case may be, as described above in the “Election Concerning Receipt of Certain Compensation” section.
(2)
The amounts shown in the column reflect the grant date fair value of stock awards granted in 2015 to the named directors valued in accordance with ASC 718 and is equal to the closing market price of 5,644 common shares on the date of grant.
(3)
Effective on June 10, 2015, Gabrielle E. Greene-Sulzberger resigned from the Board to devote additional time to pursing other professional opportunities.

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EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information as of January 30, 2016 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 vesting of 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, 2014.
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)) (#)
 (a) (b) (c)
Equity compensation plans approved by security holders:      
2001 Equity Plan —
 —
 —
2008 Equity Plan 224,400
 17.16
 2,073,657
2003 Director Plan (3)
 —
 —
 225,000
Equity compensation plans not approved by security holders —
 —
 —
Total 224,400
 17.16
 2,298,657
__________
ITEM 2 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
(1)
Amounts in this column represent stock options and SARs outstanding under the 2008 Equity Plan. In addition, we had 355,344 shares of unvested restricted stock outstanding under the 2001 Equity Plan and 539,182 shares of unvested restricted stock outstanding under the 2008 Equity Plan. We also had 541,762 unvested performance shares outstanding under the 2001 Equity Plan and 452,336 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 1.7 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.

In GeneralITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Section 14A of the Securities Exchange Act of 1934 provides that not less frequently than once every 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.
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, 2 or 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.
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’scompensation of our named executive compensationofficers as reporteddisclosed in this Proxy Statement.Statement (commonly referred to as a “Say-on-Pay Vote”). The 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, the 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 (“CD&A”) of this Proxy Statement, the Compensation Committee has structuredkey objectives of our executive compensation program to achieve the following key objectives:are to:
to enableEnable us to recruit,attract, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our shortshort-term and long-term business objectives;
to maximizeMaximize the long-term commitment of our executive officers to our success by providing compensation elements that align their interests andwith the interests of our shareholders in that theby linking compensation elements are directly related to financial metrics that the Committee believes influence the creation of long-term shareholder value; and
to rewardReward our executive officers upon the achievement of short-term and long-term business objectives and enhancedthe creation of shareholder value.

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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 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 Officersnamed executive officers reported in this Proxy Statement has contributed to the Company’sour 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.

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Fiscal 20132015 Overview
Strategy. The Company’s strategyOur objective for Fiscal 20132015 was to build on its 2012our prior year achievements and to pursue meaningful sales and earnings growth. Fiscal 2013 contained 52 weeks, whileOur financial results and strategic actions for 2015 include the Company’s fiscal year ended February 2, 2013 (“Fiscal 2012”) contained 53 weeks. The Company achieved the following results in Fiscal 2013:following:
Financial Results
TotalNet sales were $1.634 billion versus $1.646 billion for Fiscal 2012, a decrease of approximately 1%decreased $34.1 million, or 2.1%, but still the second highest total sales in the Company’s history.to $1.6 billion.
Comparable store sales decreased 1.5%, while on a shifted basis which excludes the first week of 2012,2.0%.
Direct-to-consumer sales, included in comparable store sales, decreased 1.1%.increased 20.2% to $45.4 million.
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 $16.6decreased $53.4 million, or $0.51 per diluted share,11.9%.
Pre-tax earnings were $5.6 million, compared to pre-tax earnings of $38.2$60.7 million or $1.19for 2014.
Diluted earnings per dilutedcommon share from continuing operations was $0.12, compared with $1.18 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 $40.02014.
We generated $40.3 million or $1.22 per share as compared to adjusted earnings in Fiscal 2012 of $46.3 million, or $1.44 per share. cash from operating activities, a 60.6% decrease over 2014.
Direct-To-Consumer sales (eCommerce)We increased by $7.0 million to $30.0 million, an 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, 2014, annualized TSR was 34.06%, including the reinvestment of dividends.
The Company increased itsour quarterly dividend rate by 25%7.1% to $0.15 per common share in August 2015.
We paid cash dividends of $18.7 million, or $0.58 per share.
TSR, as calculated under the terms of our performance share awards, was -58.4% for 2015 and -59.4% for the three year period ended January 30, 2016 (see the “Overview of 2015 Executive Compensation - Long-Term Incentives” section of this CD&A for additional information regarding how TSR is calculated under the terms of our performance share awards).
Operational ResultsStrategic Actions
The Company opened 28 traditionalWe enhanced our customer online shopping experience with a new mobile app and mobile-optimized website, expanded our online assortments, added recommendation and pricing engines, and improved operational efficiency by increasing our centralized fulfillment to approximately 70%.
We grew our direct-to-consumer business by 20% for the year and achieved almost 4% penetration in the fourth quarter.
We updated our product assortment by offering more contemporary fashions and new brands, adding categories within existing brands, and extending existing brands to additional stores.
We continued to grow our cosmetics business with the installation of counters in 30 stores, which increased the total number of stores in which we have Estee Lauder and/or Clinique counters to over 330.
We built out our localization efforts, notably adding size optimization, to enable better alignment with customer preferences.
We completed 122 remodels, relocations and expansions in order to continue improving the shopping experience for our customers.
We increased the profitability benchmarks for our stores and, one Steele’sas part of a strategic evaluation of our store portfolio, we began a multi-year plan to close approximately 100 underperforming stores, during Fiscal 2013 and had a net increase of 19 stores, growing from 864including 23 stores in 40 states2015.
We opened 3 new stores.
We began rebranding our stores and image, adding a fresh new logo and new look and feel to 883 stores in 40 states.our marketing.
The South Hill Consolidation was completed in June 2013, resulting in ongoing annual total savings of $5 million in payrollWe leveraged our technology to create more personalized direct mail and benefits, not including savings in margin from increased purchasing poweremail programs, and simplified processes.shifted our marketing activity to be more digitally-focused.
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 itsWe reissued our private label credit card to approximately 2.8 million customers and grew sales penetration rate by 290400 basis points.
Non-Binding NatureWe developed and rolled out to all associates our five core values.

47





Our 2015 financial performance fell short of Voteour expectations. As a result, our named executive officers did not earn an annual performance incentive bonus for 2015, and shares were not earned under the three-year performance share awards whose performance cycle ended with 2015. We have tied these important components of compensation to our pre-tax earnings, comparable sales and TSR in order to align the interests of our named executive officers with shareholders and to deliver meaningful portions of executive compensation only when we perform. The relationship between our 2015 performance and realized compensation, as well as the design of our executive compensation program to emphasize shareholder alignment, demonstrates the effectiveness of our program.
This shareholder vote on executive compensation is advisory, and non-bindingwhich means that the vote is not binding on the Board, the Compensation Committee or the Company in any way.us. Although non-binding, the Board and the Compensation Committee and the Board will continue to consider the results of the most recent shareholder advisory vote on executive compensationSay-on-Pay Votes in determining compensation policies and decisions concerning Named Executive Officers.
Required Vote; Broker Discretionary Voting Not Permittedfuture executive compensation.
The affirmative vote of a majority of the shares presented or represented and entitled to vote either in person or by proxyvotes cast is required to approve this advisory resolution. Broker discretionary voting of uninstructed shares is not permitted for a shareholder vote on executive compensation.

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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:THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ABOVE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

RESOLVEDITEM 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.


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ITEM 3 – RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014
In GeneralAS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016
The Board has approved the Audit Committee's selection ofCommittee appointed Deloitte & Touche LLP as our independent registered public accounting firm for our 2014 Fiscal Year ("Fiscal 2014").2016. 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 by the Boardappointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal 2014. 2016.
Deloitte & Touche LLP has been our independent auditorregistered public accounting firm since our 2001 Fiscal Year.2001.  The BoardAudit Committee has been advised by Deloitte & Touche LLP that it is an independent registered public accounting firm with respect to the Companyus 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 towill be present at the Annual Meeting.  He or she will have the opportunityMeeting 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 availableentitled to respondvote either in person or by proxy is required to appropriate questions duringratify the meeting.  For additional information regarding our relationship withselection of Deloitte & Touche LLP.
THE 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 toas 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 needStage 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 services2016 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 ServiceAmount Billed
 Fiscal 2013Fiscal 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


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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 a pre-approval policy to prevent the following pre-approval policies and procedures.  Annually,provision of services that would impair the independence of our independent registered public accounting firm.  Under the policy, the Audit Committee annually pre-approves the audit and any non-audit services proposed to be provided by our independent registered public accounting firm.  TheRequests to provide services that require pre-approval by the Audit Committee also considersare submitted to the engagement ofCommittee by our Chief Financial Officer, Controller or other officer and 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.firm.   In determining whether to approve the engagement of our independent registered public accounting firm, the Audit Committee considers whether such service isservices are consistent with the independence ofSEC’s and the registered public accounting firm.Public Company Accounting Oversight Board’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.

48




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) 
2015
($)
 
2014
($)
Audit Fees (1)
 1,034
 1,024
Audit-Related Fees —
 —
Tax Fees —
 —
All Other Fees (2)
 19
 19
Total Fees 1,053
 1,043
__________
(1)
Audit fees for fiscal 2015 and fiscal 2014 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 2015 and fiscal 2014 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 2015 with management which has primary responsibility for the financial statements, and with the Company'sour 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 Committeehas 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'sLLP’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 reviewthese reviews and discussions, referred to above,the undersigned members of the Audit Committee recommended to the Board that the Company'sour audited financial statements for fiscal 2015 be included in the Company's Annual Report onour 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.

71


This Audit Committee Report is provided by the following Independent Directors, who constitute all of the membersMembers of the Audit Committee:Committee
David Y. Schwartz (Chairman)Ralph P. Scozzafava, Chair
Elaine D. Crowley
Diane M. Ellis
Gabrielle E. Greene
William J. Montgoris
Ralph P. ScozzafavaADDITIONAL 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.



72


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.


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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.

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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.

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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 20132015 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, onupon written request to Bob Aronson, Vice President,Stage Stores, Inc., Attn: Investor Relations, at 10201 Main Street,2425 West Loop South, Houston, TX 77025.Texas 77027. Our 2015 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 20132015 and our Annual Report on Form 10-K for Fiscal 20132015 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 20132015 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 onRelations 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

49




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,Stage Stores, Inc., Attn: Investor Relations, 2425 West Loop South, Houston, Texas 77027.
Solicitation of Proxies
This solicitation of proxies is made by and on behalf of the 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 2017 annual meeting of shareholders must be received by our corporate secretary at our principal executive office on or before December 23, 2016 to be eligible for inclusion in our 2017 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 2017 annual meeting of shareholders without inclusion of that proposal in our 2017 proxy materials and written notice of the proposal is not received by our corporate secretary at our principal executive office on or before March 8, 2017, or if we meet other requirements of the SEC rules, proxies solicited by the Board for our 2017 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., 2425 West Loop South, Houston, Texas 77027.
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 the Board.
By Order of the Board of Directors,
Chadwick P. Reynolds
Senior Vice President, Investor Relations, at 10201 Main Street,
Chief Legal Officer and Secretary

April [§], 2016
Houston, TX 77025.Texas





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ANNEX A
Proposed Majority Voting Bylaw Amendment

Delete Section 2.14 of our Bylaws and replace it in its entirety with the following:  
2.14
Voting for Directors. Unless otherwise provided in the Articles of Incorporation, every shareholder entitled to vote for the election of directors has the right to cast, in person or by proxy, all of the votes to which the shareholder’s shares are entitled for as many persons as there are directors to be elected and for whose election such shareholder has the right to vote. At each meeting of the shareholders for the election of directors at which a quorum is present, a director nominee shall be elected to the board of directors if the votes properly cast for such nominee’s election exceed the votes properly cast against such nominee’s election; provided, however, that the nominees receiving a plurality of the votes properly cast shall be elected to the board of directors at any such meeting of the shareholders at which the number of nominees for election exceeds the number of directors to be elected.



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