UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

December 11, 2012

(Date of Report; Date of Earliest Event Reported)

 

 

STEIN MART, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Florida   0-20052   64-0466198
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

1200 Riverplace Blvd., Jacksonville, Florida 32207

(Address of Principal Executive Offices Including Zip Code)

(904) 346-1500

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Beginning December 11, 2012, Stein Mart, Inc. (the “Company”) and certain of the participants in the Company’s Executive Split Dollar Plan (the “Plan”), including the Company’s named executive officers, entered into letter agreements amending the Plan by eliminating the post-retirement death benefit contained in the Plan for additional deferred compensation, which is subject to vesting conditions. The form of letter agreement amending the Plan is attached as Exhibit 10.1 and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit

10.1        Form of Letter Agreement amending the Stein Mart, Inc. Executive Split Dollar Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

STEIN MART, INC.

(Registrant)

Date: December 13, 2012     By:   /s/ Gregory W. Kleffner
   

Gregory W. Kleffner

Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

10.1        Form of Letter Agreement amending the Stein Mart, Inc. Executive Split Dollar Plan

Exhibit 10.1

Stein Mart, Inc.

Split Dollar Agreement

Agreement to Amend

WHEREAS: Stein Mart, Inc. (the “Corporation”) and                                                               (the “Executive”) are parties to a Split Dollar Agreement dated                                                               (the “Split Dollar Agreement” or the “Agreement”) as amended effective November 16, 2012; and

WHEREAS: The Corporation wishes to eliminate the post-retirement Executive Death Benefit contained in the Split Dollar Agreement; and

WHEREAS: In consideration of the modification of the Agreement the Corporation has decided to promise each consenting Executive certain additional deferred compensation, subject to a vesting arrangement, payable to the such Executive as a Company Contribution under the Executive Deferral Plan, as amended and restated effective January 1, 2009 (the “Deferred Compensation Plan”); and

WHEREAS: In consideration of the Corporation’s promise of a Company Contribution to the Deferred Compensation Plan, the Executive wishes to agree to the elimination of the post-retirement Executive Death Benefit; and

WHEREAS: Article XI of the Split Dollar Agreement permits an amendment in whole or in part by a written agreement signed by both of the parties to the Agreement;

NOW, THEREFORE:

The Corporation and the undersigned Executive hereby agree:

 

  1. The Split Dollar Agreement is hereby amended by eliminating Article IV, Section 1 b.

 

  2. The Corporation agrees to make a Company Contribution to the Deferred Compensation Plan, in an amount and subject to vesting provisions determined by the Company in its sole discretion, by no later than January 15, 2013.

 

  3. The Split Dollar Agreement remains in full force and effect as amended herein.

IN WITNESS WHEREOF:

The Corporation and the Executive hereby agree to the foregoing modification and promise as set forth in this written agreement to amend.

Corporation

By:                                                               (Print Name)

It’s:                                          (Title)

Signature:                                                              

Executive

                                                              (Print Name)

Signature: