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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 23, 1997
THE MAY DEPARTMENT STORES COMPANY
(Exact name of Registrant as specified in its charter)
Delaware I-79 43-1104396
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
611 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(314) 342-6300
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Item 5. Other Events.
Submission of Matters to a Vote of Security Holders
The annual meeting of shareowners of Registrant was held on
May 23, 1997, in St. Louis, Missouri. At the annual meeting,
action was taken with respect to:
(i) the election of four directors of Registrant;
Authority
For Withheld
Jerome T. Loeb 213,010,372 1,558,353
Russell E. Palmer 212,971,095 1,597,630
Michael R. Quinlan 213,060,240 1,508,485
William P. Stiritz 212,836,934 1,731,791
(ii) a ratification of the appointment of Arthur Andersen LLP
as independent auditors (212,839,687 votes in favor,
623,238 votes against and 1,105,800 votes abstained);
(iii) a proposal relating to a classified Board of Directors
(88,771,147 votes in favor, 109,517,590 votes against,
2,163,872 votes abstained and there were 14,116,116
broker non-votes);
(iv) a proposal relating to vendor standards of conduct
(11,642,591 votes in favor, 174,488,170 votes against,
14,320,848 votes abstained and there were 14,117,116
broker non-votes);
(v) a proposal relating to a by-law amendment relating to
shareowner rights plans (82,684,755 votes in favor,
109,701,397 votes against, 8,065,457 votes abstained and
there were 14,117,116 broker non-votes).
All proposals were set forth and described in detail in the
Notice of Annual Meeting and Proxy Statement of Registrant dated
April 17, 1997 and the Supplemental Proxy Statement of Registrant
dated May 2, 1997, both as filed with the Securities and Exchange
Commission pursuant to Rule 12b-23(b).
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SIGNATURE
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.
THE MAY DEPARTMENT STORES COMPANY
Dated: June 9, 1997 By: /s/ Richard A. Brickson
Richard A. Brickson
Secretary and Senior Counsel
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