DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for use of the Commission Only (as Permitted By Rule 14A-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to Section 240.14a-12

SEARS HOLDINGS CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x   No fee required
¨   Fee 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:

 

     

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 11, 2016.

 

 

 

SEARS HOLDINGS CORPORATION

 

  LOGO
 

 

SEARS HOLDINGS CORPORATION

3333 BEVERLY ROAD

HOFFMAN ESTATES, IL 60179

 

 

LOGO

 
Meeting Information

 

Meeting Type:

 

 

Annual Meeting

 

For holders as of:

 

 

March 21, 2016

 

Date: May 11, 2016

 

 

            Time: 9:00 AM

 

Location: Sears Holdings Corporation

  3333 Beverly Road

  Hoffman Estates, IL 60179

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 


 

—  Before You Vote  —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 
  NOTICE AND PROXY STATEMENT            FORM 10-K
 
  How to View Online:
 
  Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.
 
  How to Request and Receive a PAPER or E-MAIL Copy:
 
  If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
  requesting a copy. Please choose one of the following methods to make your request:
   
 

1) BY INTERNET:

  www.proxyvote.com
 

2) BY TELEPHONE:

  1-800-579-1639
 

3) BY E-MAIL*:

  sendmaterial@proxyvote.com
 
 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 27, 2016 to facilitate timely delivery.

 

LOGO

 

 

 

—  How To Vote  —

 

Please Choose One of the Following Voting Methods

 

 

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


Voting Items  
The Board of Directors recommends you vote FOR the following:   
1.   Election of Directors     
  Nominees:     
  01)   Cesar L. Alvarez   06)    William C. Kunkler, III
  02)   Bruce R. Berkowitz   07)    Edward S. Lampert
  03)   Paul G. DePodesta   08)    Steven T. Mnuchin
  04)   Alesia J. Haas   09)    Ann N. Reese
  05)   Kunal S. Kamlani   10)    Thomas J. Tisch
The Board of Directors recommends that you vote FOR the following:
2.   Advisory vote to approve the compensation of our named executive officers.
The Board of Directors recommends you vote FOR the following:
3.   Ratify the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016.
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

LOGO


 

 

 

 

 

LOGO