SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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))
[x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Stein Mart, Inc.
----------------
(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)(4) 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:
<PAGE>
Stein Mart, Inc.
----------------
NOTICE AND PROXY STATEMENT
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2000
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of stockholders of Stein Mart,
Inc. will be held on Monday, May 1, 2000, at 2:00 P.M., local time, at The
Radisson Riverwalk Hotel & Conference Center, 1515 Prudential Drive,
Jacksonville, Florida.
The meeting will be held for the following purposes:
1. To elect a Board of Directors for the ensuing year and until their
successors have been elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The stockholders of record at the close of business on March 10, 2000, will
be entitled to vote at the annual meeting.
It is hoped you will be able to attend the meeting, but in any event, we
will appreciate it if you will date, sign and return the enclosed proxy as
promptly as possible. If you are able to be present at the meeting, you may
revoke your proxy and vote in person.
By Order of the Board of Directors,
James G. Delfs
Secretary
Dated: April 3, 2000
<PAGE>
Stein Mart, Inc.
1200 Riverplace Boulevard
Jacksonville, Florida 32207
---------------
PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 1, 2000
This Proxy Statement and the enclosed form of proxy are being sent to
stockholders of Stein Mart, Inc. on or about April 3, 2000 in connection with
the solicitation by the Company's Board of Directors of proxies to be used at
the Annual Meeting of Stockholders of the Company. The meeting will be held on
Monday, May 1, 2000 at 2:00 P.M., local time, at The Radisson Riverwalk Hotel &
Conference Center, 1515 Prudential Drive, Jacksonville, Florida.
The Board of Directors has designated Jay Stein and John H. Williams, Jr.,
and each or either of them, as proxies to vote the shares of common stock
solicited on its behalf. If the enclosed form of proxy is executed and returned,
it may nevertheless be revoked at any time insofar as it has not been exercised
by (i) giving written notice to the Secretary of the Company, (ii) delivery of a
later dated proxy, or (iii) attending the meeting and voting in person. The
shares represented by the proxy will be voted unless the proxy is mutilated or
otherwise received in such form or at such time as to render it not votable.
VOTING SECURITIES
The stockholders of record entitled to vote was determined at the close of
business on March 10, 2000. At such date, the Company had outstanding and
entitled to vote 43,250,165 shares of common stock, $.01 par value. Each share
of common stock entitles the holder to one vote. Holders of a majority of the
outstanding shares of common stock must be present in person or represented by
proxy to constitute a quorum at the annual meeting.
<PAGE>
The following table shows the name, address and beneficial ownership as of
February 25, 2000 of each person known to the Company to be the beneficial owner
of more than 5% of its outstanding common stock:
Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Jay Stein 16,365,322(1) 37.8%
1200 Riverplace Boulevard
Jacksonville, Florida 32207
FMR Corp. 3,836,200(2) 8.6%
82 Devonshire Street
Boston, Massachusetts 02109
- -------------------------
(1) Includes 15,885,772 shares held by Stein Ventures Limited Partnership which
is 100% controlled by Mr. Stein and 429,450 shares held by the Jay Stein
Foundation Trust over which Mr. Stein has sole voting and dispositive power
as trustee of the Foundation.
(2) According to a Schedule 13G/A filed February 14, 2000, Fidelity Management
& Research Company ("Fidelity"), a wholly owned subsidiary of FMR Corp. and
an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940 along with Fidelity Management Trust Company, a
wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3
(a)(6) of the Securities Exchange Act of 1934 are considered "beneficial
owners" in the aggregate of 3,836,200 shares, or 8.6% of shares
outstanding of the Company's common stock, which shares were acquired for
investment purposes by certain advisory clients.
As of February 25, 2000, all directors and executive officers of the
Company as a group owned beneficially 17,358,602 shares of the Company's common
stock, or 39.3% of the total shares outstanding. In computing the number of
shares owned beneficially by directors and executive officers of the Company as
a group, shares subject to options that are not exercisable within 60 days have
been excluded.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons owning more than ten percent of
the Company's common stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company and to furnish the Company with
copies of all such reports. To the Company's knowledge, based solely on review
of copies of such reports furnished to the Company, all Section 16(a) filing
requirements applicable to its directors, officers and greater than ten percent
beneficial owners have been complied with.
2
<PAGE>
ELECTION OF DIRECTORS
At the meeting, a Board of seven (7) directors will be elected for one year
and until the election and qualification of their successors. Directors will be
elected by a plurality of votes cast by shares entitled to vote at the meeting.
The accompanying proxy will be voted, if authority to do so is not withheld, for
the election as directors of the persons named below who have been designated by
the Board of Directors as nominees. Each nominee is at present available for
election, is a member of the Board and was elected to the Board by the Company's
stockholders. If any nominee should become unavailable, which is not now
anticipated, the persons voting the accompanying proxy may in their discretion
vote for a substitute. There are no family relationships between any directors
or executive officers of the Company. After nine successful years of serving on
the Stein Mart board, Albert Ernest, Jr. is retiring following his current term
which ends May 1, 2000. Information concerning the Board's nominees, based on
data furnished by them, is set forth below.
The Board of Directors of the Company recommends a vote "for" the election
of each of the following nominees. Proxies solicited by the Board will be so
voted unless stockholders specify in their proxies a contrary choice.
<TABLE>
<CAPTION>
Year Shares of
First Company Common
Positions with the Company; Became Stock Owned
Principal Occupations During Director Beneficially as of
Name Past Five Years; Other of the February 25, 2000
Age Directorships Company(1) (% of Class) (2)
---- -------------------------------------------- ------------ -------------------------
<S> <C> <C> <C>
Jay Stein* Chairman of the Board of the Company since 1968 16,365,322(3)
(54) 1989; President of the Company from 1979 (37.8%)
to 1990; former director of American
Heritage Life Insurance Company based in
Jacksonville, Florida and Promus Hotel
Corporation based in Memphis, Tennessee
John H. Williams, Jr.* President (since 1990) and director of the 1984 854,000(4)
(62) Company; Executive Vice President from (1.9%)
1980 to 1990; director of SunTrust Bank,
North Florida, N.A. in Jacksonville,
Florida
Alvin R."Pete" Director of the Company; Vice Chairman of 1996 6,640(4)(5)
Carpenter o CSX Corporation since July 1999; President
(58) and Chief Executive Officer of CSX
Transportation, Inc. from 1992 to 1999;
director of Regency Realty Corporation,
Florida Rock Industries, Inc. and
Birmingham Steel Corporation
Linda McFarland Director of the Company; President & 1999 3,500(5)
Farthing+ Director, Friedman's, Inc. 1998; President
(52) & Director, Cato Corporation 1990-1997
Mitchell W. Legler o Director of the Company; sole shareholder 1991 29,000(4)(5)(6)
(57) of Mitchell W. Legler, P.A., general (0.1%)
counsel to the Company since 1991; partner
of Foley & Lardner from 1991 to 1995;
director IMC Mortgage Company
3
<PAGE>
Year Shares of
First Company Common
Positions with the Company; Became Stock Owned
Principal Occupations During Director Beneficially as of
Name Past Five Years; Other of the February 25, 2000
Age Directorships Company(1) (% of Class) (2)
---- -------------------------------------------- ------------ -------------------------
Michael D. Rose+ Director of the Company; Chairman of Promus 1997 42,640(4) (5)
(57) Hotel Corporation from 1995 to December 1997; (0.1%)
Chairman of Harrah's Entertainment, Inc. from
1995 to January 1997; Chairman of The Promus
Companies, Incorporated from 1990 to 1995;
Chief Executive Officer of The Promus
Companies, Incorporated from 1990 to 1994;
director of Darden Restaurants, Inc., First
Tennessee National Corporation, General
Mills, Inc., Felcor Lodging Trust, Inc.,
ResortQuest International, Inc., and Nextera
Enterprises, LLC
James H. Winston+o Director of the Company; Chairman of LPMC, 1991 57,500(4)(5)(7)
(66) a real estate investment firm based in (0.1%)
Jacksonville, Florida, since 1979;
President of Omega Insurance Company,
Citadel Life & Health Insurance Company
and Wellington Investments since 1983;
director of FRP Properties, Inc.,
Winston Hotels and Scott-McRae Group, Inc.
-----------------------------------
<FN>
* Member of the Executive Committee, any meeting of which also must include
any one of the outside directors.
+ Member of the Audit Committee.
o Member of the Compensation Committee.
(1) Directors are elected for one-year terms.
(2) Where percentage is not indicated, amount is less than 0.1% of total
outstanding common stock. Unless otherwise noted, all shares are owned
directly, with sole voting and dispositive powers. Excludes shares subject
to options that are not exercisable within 60 days.
(3) Includes 15,885,772 shares held by Stein Ventures Limited Partnership which
is 100% controlled by Mr. Stein and 429,450 shares held by the Jay Stein
Foundation Trust over which Mr. Stein has sole voting and dispositive power
as trustee of the Foundation.
(4) Includes the following shares which are not currently outstanding but which
the named holders are entitled to receive upon exercise of options:
John H. Williams, Jr 788,000
Alvin R. "Pete" Carpenter 2,640
Mitchell W. Legler 12,000
Michael D. Rose 2,640
James H. Winston 12,000
The shares described in this note are deemed to be outstanding for the
purpose of computing the percentage of outstanding Common Stock owned by
each named individual and by the group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.
(5) Each outside director receives non-qualified options to purchase 4,000
shares of common stock of the Company. Options that are exercisable within
60 days are included in the shares indicated.
(6) These shares are owned by Mr.Legler and his wife as tenants by the
entirety.
(7) Includes 20,400 shares owned through corporations of which Mr. Winston
is the sole stockholder.
</FN>
</TABLE>
4
<PAGE>
Executive Officers
The executive officers of the Company are:
Jay Stein Chairman and Chief Executive Officer
John H.Williams, Jr. President and Chief Operating
Officer
James G. Delfs Senior Vice President, Finance and
Chief Financial Officer
Michael D. Fisher Executive Vice President, Stores
Gwen K. Manto Executive Vice President and
Chief Merchandising Officer
For additional information regarding Messrs. Stein and Williams see the
Directors' table on the preceding pages.
Mr. Delfs joined the Company in May, 1995 as Senior Vice President, Finance
and Chief Financial Officer. From 1993 to 1994 he was Vice President, Chief
Financial Officer for Helzberg's Diamond Shops, Inc., a chain of jewelry stores
and from 1988 to 1992 he was Vice President, Chief Financial Officer for
Abercrombie & Fitch, Inc., a division of The Limited, Inc.
Mr. Fisher joined the Company in August, 1993 as Executive Vice President,
Stores. From 1988 to 1993, Mr. Fisher was Senior Vice President of Stores for
Millers Outpost, Inc., a California based chain of apparel stores.
Ms. Manto joined the company February 1, 2000, as Executive Vice President
and Chief Merchandising Officer. From 1998 to 1999 Ms. Manto was President and
CEO of Kids Foot Locker, a division of Venator Corporation. From 1996 to 1998,
Ms. Manto served as Senior Vice President, General Merchandise Manager for Kids
"R" Us and Babies "R" Us. From 1986 to 1996, Ms. Manto first served as Vice
President, Divisional Merchandise Manager before becoming Senior Vice President,
General Merchandise Manager for Rich's/Lazarus/Goldsmith's Department stores.
From 1971 to 1986, Ms. Manto served in various buyer positions for Macy's
Atlanta before becoming Vice President, Divisional Merchandise Manager.
Board of Directors and Standing Committees
Regular meetings of the Board of Directors are held four times a year,
normally in the first month of each quarter. During 1999, the Board held a total
of four regular meetings. All directors attended at least 75% of all meetings of
the Board and Board committees on which they served during 1999.
The Board of Directors has established three standing committees: an
Executive Committee, an Audit Committee and a Compensation Committee, which are
described below. Members of these committees are elected annually at the regular
Board meeting held in conjunction with the annual stockholders' meeting. The
Board of Directors presently does not have a nominating committee.
Executive Committee. The Executive Committee is comprised of Messrs. Stein
(Chairman) and Williams, plus any one outside director. Subject to the
limitations specified by the Florida Business Corporation Act, the Executive
Committee is authorized by the Company's bylaws to exercise all of the powers of
the Board of Directors when the Board of Directors is not in session. The
Executive Committee held no meetings during 1999.
Audit Committee. The Audit Committee is comprised of Messrs. Winston
(Chairman), Rose and Ms. Farthing, none of whom is an officer of the Company.
Beginning in 2000, regular meetings of the Audit Committee are to be held three
times a year, with one meeting scheduled in conjunction with the annual
stockholders' meeting. During 1999, the Audit Committee held
5
<PAGE>
two meetings. The principal responsibilities of and functions generally
performed by the Audit Committee are reviewing the Company's internal controls
and the objectivity of its financial reporting, making recommendations
regarding the Company's employment of independent auditors, and reviewing
the annual audit with the auditors.
Compensation Committee. The Compensation Committee is comprised of Messrs.
Carpenter (Chairman), Legler and Winston. The Compensation Committee generally
holds four regular meetings per year. During 1999, the Compensation Committee
held four meetings. This Committee has the responsibility for approving the
compensation arrangements for senior management of the Company, including annual
bonus compensation. It also recommends to the Board of Directors, adoption of
any compensation plans in which officers and directors of the Company are
eligible to participate. The Compensation Committee also serves as the Option
Committee and makes grants of stock options under the Company's Employee Stock
Plan.
COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS
Compensation Philosophy
The Compensation Committee believes that the Company should continue to
emphasize its philosophy of rewarding performance within the Company, and of
encouraging a long-term view by all the Company's officers and other managerial
personnel.
The Company's 1999 fiscal year was not a year of high performance, with the
Company experiencing a decrease in net income to $11.8 million although the
Company earned $24.5 million before a pre-tax charge of $20.5 million as a
result of certain store closings and inventory adjustments. At the same time,
the Company's net sales increased 15.2% to $1,035 billion in 1999 from $897.8
million in 1998.
Over the last several years, the Company has moved more of its officers to
bonus formulas which were quantitatively driven, applying factors which the
Company believed would positively impact the profitability of the Company. This
year, the Compensation Committee has continued that trend by causing substantial
portions of the bonuses for the Company's two most senior executive officers,
the Chief Executive Officer and Chief Operating Officer, to also be
quantitatively driven.
Employee Stock Ownership
The Compensation Committee determined that the Company's philosophy on
focusing on long-term value through the grant of stock options and involving
employees in direct ownership of the Company's shares would contribute
materially to the Company's success in the long run. The Compensation Committee
noted the Company's stock option plans and Employee Stock Purchase Plan continue
to achieve an alignment of the interests of key employees with the Company's
stockholders, and continue to provide a meaningful incentive for key employees
to remain with the Company.
Senior Executives
The Company achieved reasonable results for 1999 after considering the
pre-tax charge described above. In addition, the Company has reevaluated the
base compensation of certain of its officers compared with their peer group and
determined that adjustments in base compensation were appropriate in view of
amounts being paid by companies generally in the Company's peer group. In
addition, consistent with the Company's philosophy of seeking a more
quantitative bonus formula, the Compensation Committee determined that it was
6
<PAGE>
appropriate to modify the bonuses for both the Chairman/Chief Executive Officer
of the Company and the President/Chief Operating Officer of the Company from the
past approach which had been entirely discretionary within the Committee.
Accordingly, beginning with 1999, the Committee determined that the Chairman/CEO
and President/COO should have a possible bonus equal to 100% of base salary,
with 70% of the possible bonus being pro rata as the Company's earnings per
share increase from 95% of the earnings per share for the prior year to 140% for
the current year, and with 30% being discretionary based upon the Compensation
Committee's review of the success of the executive officers in achieving their
stated goals each year. Under the formula, in calculating earnings per share,
extraordinary and one-time items of income and charges would be eliminated from
the calculations so the executive officers would neither be advantaged nor
disadvantaged by such occurrences.
The Committee implemented those concepts as follows:
1. Jay Stein, Chairman and Chief Executive Officer, was awarded a base
salary increase of $86,000, increasing his salary to $550,000 for the year. In
view of the Company's mediocre performance for the year and the material drop in
the price of the Company's shares of common stock, the Compensation Committee
determined that no discretionary bonus would be awarded for the year. However,
the quantitative portion of the bonus based upon a comparison of the Company's
net income per share for 1999 compared to the net income per share for 1998
would have given rise to a formula-driven bonus payment of $139,200 to Jay
Stein. However, Jay Stein had advised the Committee that nonwithstanding the
quantitative formula, in view of the downward pressure on the Company's stock
price, he requested that no bonus be awarded to him for 1999 and the Committee
complied with his request. Accordingly, no bonus will be paid to Jay Stein with
respect to 1999.
2. John H. Williams, Jr., the Company's President and Chief Operating
Officer, was awarded a base salary increase of $71,000, increasing his salary to
$525,000 for the year. In view of the Company's mediocre performance for the
year and the material drop in the price of the Company's shares of common stock,
the Compensation Committee determined that no discretionary bonus would be
awarded for the year. However, pursuant to the quantitative bonus formula
described above, John H. Williams, Jr. received a formula-driven bonus of
$136,200.
3. Michael D. Fisher, the Company's Executive Vice President, Stores,
received an increase in base salary of $50,000, constituting a 20% increase,
bringing his total compensation to $300,000. As is true with other executive
officers of the Company, the Executive Vice President, Stores bonus compensation
was driven by a quantitative formula. As a result of the application of that
formula to the Company's performance for 1999, the Company's Executive Vice
President, Stores was awarded a bonus of $34,375.
4. James G. Delfs, the Company's Chief Financial Officer, received an
increase in base salary of $27,000, constituting a 15.6% increase, bringing his
total compensation to $200,000. In addition, the Committee approved management's
recommendation of a bonus of $50,000.
Long-Term Incentive Compensation
The Company has in effect Stock Option and Employee Stock Purchase Plans
for the Company's employees. The Compensation Committee believes that these
plans are a principal vehicle for motivating management to work toward long-term
growth in stockholder value. Consistent with the Company's philosophy of
providing incentives to key employees at all levels, options are awarded to a
relatively broad base of employees, down through store managers. Options have
been awarded based on positions within the Company, ability to contribute to the
Company's profitability, and prior tenure with the Company. For additional
information as to the options held by executive officers, see the Option Table
under "Executive Compensation" attached to this report.
7
<PAGE>
The employee stock options reflect the Company's philosophy that officers'
and employees' incentive compensation should reflect the same long-term
interests as the Company's shareholders. To encourage continued service with the
Company, the options become exercisable ratably on the third, fourth and fifth
anniversary dates of grant. Additional increases in the value of the Company's
common stock, which benefit all shareholders, will best serve as the primary
incentive to its executive officers.
CEO Compensation
The Compensation Committee's policies with respect to the Chief Executive
Officer, Jay Stein, were essentially the same as for the Company's other
executive officers. In addition, and consistent with the approach to other
executive officers, Mr. Stein's bonus formula was changed to one which was 70%
formula driven based upon a comparison of the Company's earnings per share for
the current year to the earnings per share for the prior year, all as more fully
described above. Moreover, in view of Jay Stein's continuing substantial
ownership of shares of the Company's common stock, the Committee believed that
Mr. Stein's primary motivation remained that of stock ownership, which is most
aligned with the interests of other shareholders of the Company.
Certain Tax Matters
Section 162(m) of the Internal Revenue Code, enacted in 1993, precludes a
public corporation from deducting compensation of more than $1 million each, for
its chief executive officer or for any of its four other highest paid officers.
Certain performance-based compensation is exempt from this limitation.
Compensation in the form of options under the Company's Employee Stock Plan is
exempt. Because other forms of compensation to the Company's officers are
nowhere near $1 million, the Compensation Committee does not presently have a
policy regarding whether it would authorize compensation that would not be
deductible for the Company for federal income tax purposes by reason of Section
162(m).
STEIN MART, INC.
COMPENSATION COMMITTEE
Alvin R. "Pete" Carpenter, Chairman
Mitchell W. Legler
James H. Winston
8
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years indicated to each of the
Company's executive officers whose total salary and bonus exceeded $100,000
during the year ended January 1, 2000. The Company did not grant any restricted
stock awards or stock appreciation rights or make any long-term incentive plan
payouts during the years indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
---------------------------------------------------------- ----------------
Name And Other Number
Principal Annual Of All Other
Position Year Salary (1) Bonus Compensation Options Compensation (2)
- --------------------- -------- ----------- ---------- ---------------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Jay Stein 1999 $461,667 $ - $88,055(3) ---- $2,282
Chairman & Chief 1998 446,250 - (4) ---- 2,803
Executive Officer 1997 402,500 200,000 (4) ---- 4,140
John H. Williams, Jr. 1999 $451,667 $136,200 (4) ---- $3,129
President & Chief 1998 436,250 100,000 (4) ---- 2,803
Operating Officer 1997 392,500 200,000 (4) 600,000 4,140
Michael D. Fisher 1999 $248,750 $ 34,375 (4) ---- $6,686
Executive Vice 1998 238,333 30,800 (4) ---- 2,803
President, Stores 1997 204,375 100,000 (4) 200,000 4,140
Michael Remsen (5) 1999 $231,125 $ 46,980 (4) ---- $2,133
Executive Vice 1998 223,750 15,125 (4) ---- 2,803
President, 1997 (6) 166,667 74,375 (4) 210,000 4,140
Merchandising
James G. Delfs 1999 $172,000 $ 50,000 (4) ---- $9,914
Senior Vice President, 1998 165,000 36,000 $38,009(7) ---- 2,803
Finance & Chief Financial 1997 146,667 45,000 47,657(7) 100,000 4,140
Officer
</TABLE>
(1) Includes amounts deferred under the 401(k) features of the Company's Profit
Sharing plan and under the Executive Deferral plan.
(2) The Company has not yet made a contribution to it's Profit Sharing plan for
1999, and accordingly, it is not possible as of the date of this Proxy
Statement to determine the amount of Company contributions that will be
allocated to the accounts of the named executives for 1999. The amounts
shown for 1999 include a matching contribution of $1,600 made by the
Company to the 401(k) portion of the Profit Sharing plan for Messers.
Stein, Williams, Fisher, Remsen and Delfs as well as a matching
contribution of $4,167 for Mr. Fisher and $5,767 for Mr. Delfs to the
Company's Executive Deferral plan. Also, included for 1999 is imputed
income on the Executive Split Dollar plan. Included is $682 for Mr. Stein,
$1,529 for Mr. Williams, $605 for Mr. Fisher, $533 for Mr. Remsen and $482
for Mr. Delfs. In addition, the amount for 1999 includes the above-market
earnings on deferred compensation of $314 for Mr. Fisher and $2,065 for Mr.
Delfs. The amounts shown for 1998 include a base contribution of $684 and a
matching contribution of $1,600 made by the Company to the 401(k) portion
of the plan for voluntary contributions made as well as $519 to the Profit
Sharing plan for Messers. Stein, Williams, Fisher, Remsen and Delfs. The
amounts shown for 1997 include a base contribution of $1,600 and a matching
contribution of $1,600 made by the Company to the 401(k) portion of the
plan for voluntary contributions made as well as $940 to the Profit Sharing
plan for Messers. Stein, Williams, Fisher, Remsen and Delfs.
(3) The amount shown for 1999 includes $68,371 medical claims, $13,353 personal
use of company automobile and $6,331 miscellaneous.
9
<PAGE>
(4) Excludes certain personal benefits, the total value of which was the lesser
of $50,000 or ten percent of the total annual compensation and bonus for
each of the named executives.
(5) Mr. Remsen was employed with the Company through January 7, 2000.
(6) Mr. Remsen became Executive Vice President, Merchandising effective
August 1, 1997. The amounts shown for 1997 represent totals for the
entire year of 1997.
(7) The amount shown for 1998 includes $25,576 medical claims, $10,800
automobile allowance and $1,633 miscellaneous. The amount shown for 1997
includes $35,441 medical claims, $10,800 automobile allowance and $1,416
miscellaneous.
Options. None of the executive officers named in the "Summary Compensation
Table" received any stock options or stock appreciation rights during the year
ended January 1, 2000.
The following table sets forth information concerning stock options
exercised by the named executives during the year ended January 1, 2000 and the
number and value of unexercised options as of January 1, 2000 held by the named
executives in the Summary Compensation Table above.
<TABLE>
<CAPTION>
Option Exercises and Year-End Values Table
Value of Unexercised
Shares Number of Unexercised In-the-Money
Acquired Options at January 1, 2000 Options at January 1, 2000
On Value (#) ($)(2)
Exercise Realized ------------------------------------ -------------------------------
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ------------ ------------- ------------------ --------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Jay Stein, Chairman & Not Not Not
Chief Executive Officer 0 Applicable None None Applicable Applicable
John H. Williams, Jr.
President & Chief Not
Operating Officer 0 Applicable 590,000 600,000 $1,184,085 $ -
Michael D. Fisher,
Executive Vice Not
President, Stores 0 Applicable 93,200 206,800 $ - $ -
Michael Remsen,
Executive Vice
President, 6,600 $31,968 14,520 224,960 $ - $ -
Merchandising
James G. Delfs, Senior
Vice President, Finance Not
& Chief Financial Officer 0 Applicable 33,000 117,000 $ - $ -
</TABLE>
- -------------------------
(1) Value realized is calculated based on the difference between the option
exercise price and the market price of the Company's Common Stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.
(2) Value of unexercised in-the-money options is calculated based on the
difference between the option exercise price and the closing price of the
Company's Common Stock at December 31, 1999, multiplied by the number of
shares underlying the options. The closing price on December 31, 1999 of
the Company's Common Stock as reported on The Nasdaq Stock Market(R) was
$5.6875.
Compensation of Directors. The outside directors receive director's
fees of $12,000 per year, plus $2,000 for each meeting of the Board and
$1,500 for any committee thereof which they attend, and are reimbursed for
out-of-pocket expenses incurred in connection with attending meetings.
Pursuant to the Company's director stock option plan, each outside director
10
<PAGE>
receives non-qualified options to purchase 4,000 shares of common stock of
the Company upon becoming a director. Approximately one-third of the
options become exercisable on each of the third, fourth and fifth
anniversary dates of grant at an exercise price equal to the fair market
value of the common stock on the date of grant. A total of 84,000 shares is
reserved for issuance under this plan.
Certain Transactions; Compensation Committee Interlocks and Insider
Participation
The Audit Committee of the Board of Directors is responsible for evaluating
the appropriateness of all related-party transactions.
Set forth below are various transactions involving the Company and members
of the Compensation Committee of the Board of Directors or their related
parties. The Board of Directors does not believe that the relationships and
transactions described below regarding members of the Compensation Committee
adversely affect the performance by the committee of its duties.
Mr. Legler. Mr. Legler is the sole shareholder of the law firm of Mitchell
W. Legler, P.A., which serves as general counsel to the Company. Legal fees
received by that firm from the Company were $54,000 for 1999.
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total stockholder return on the
Company's common stock with the cumulative total return on The Nasdaq Stock
MarketSM (U.S.) Index and The Nasdaq Stock Market(R) Retail Trades Stock Index
for the last five years ended January 1, 2000. The comparison assumes $100 was
invested at the beginning of the five year period in Stein Mart, Inc. stock and
in each of the indices shown and assumes reinvestment of any dividends.
Comparison of Cumulative Total Return Among
Stein Mart, Inc., The NASDAQ Stock Market(sm) (U.S.) Index
and The NASDAQ Stock Market(R) Retail Trades Stock Index
-------------------------------------------------------
Stein Mart, Nasdaq Nasdaq
Inc. (U.S.) Retail
-------------------------------------------------------
-------------------------------------------------------
Value Value Value
- -------------------
Date To Plot To Plot To Plot
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
12/31/94 100.0 100.0 100.0
12/30/95 86.3 141.3 110.1
12/28/96 153.4 174.1 131.6
1/03/98 200.0 214.5 153.5
1/02/99 109.3 300.2 187.6
1/01/00 89.2 545.7 168.6
- --------------------------------------------------------------------------------
11
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company has selected the firm of PricewaterhouseCoopers LLP to serve as
the independent certified public accountants for the Company for the current
fiscal year ending December 30, 2000. That firm has served as the auditor for
the Company since 1983. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the annual meeting of stockholders and will be
accorded the opportunity to make a statement, if they so desire, and to respond
to appropriate questions.
OTHER MATTERS
The Board of Directors does not know of any other matters to come before
the meeting; however, if any other matters properly come before the meeting it
is the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters. If any other matter should come before the
meeting, action on such matter will be approved if the number of votes cast in
favor of the matter exceeds the number opposed.
STOCKHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require proxy
statements to disclose the date by which stockholder proposals must be received
by the Company in order to be included in the Company's proxy materials for the
next annual meeting. In accordance with these regulations, stockholders are
hereby notified that if they wish a proposal to be included in the Company's
proxy statement and form of proxy relating to the 2001 annual meeting, a written
copy of their proposal must be received at the principal executive offices of
the Company no later than December 4, 2000. To ensure prompt receipt by the
Company, proposals should be sent certified mail return receipt requested.
Proposals must comply with the proxy rules relating to stockholder proposals in
order to be included in the Company's proxy materials.
ANNUAL REPORT
A copy of the Company's Annual Report for the year ended January 1, 2000
accompanies this proxy statement. Additional copies may be obtained by writing
to Ms. Susan Datz Edelman, the Company's Director of Stockholder Relations, at
1200 Riverplace Boulevard, Jacksonville, Florida 32207.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The Company
does not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses for sending proxy material to principals
and obtaining their proxies.
Dated: April 3, 2000.
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.
12
<PAGE>
STEIN MART, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN CONNECTION WITH
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 1, 2000
The undersigned hereby appoints Jay Stein and John H. Williams, Jr.,
and each of them, with full power of substitution and revocation, as true
and lawful agents and proxies of the undersigned to attend and vote all
shares of Common Stock of Stein Mart, Inc., a Florida corporation, that the
undersigned would be entitled to vote if then personally present at the
Annual Meeting of Shareholders of Stein Mart, Inc., a Florida corporation,
to be held on May 1, 2000 at 2:00 P.M., local time, at The Radisson
Riverwalk Hotel and Conference Center, 1515 Prudential Drive, Jacksonville,
Florida, and at any adjournment or adjournments thereof, hereby revoking
any proxy heretofore given.
(Continued and to be signed on the reverse side)
(FOLD AND DETACH HERE)
<PAGE>
<TABLE>
This Proxy when properly executed will be voted in the manner directed herein by Please mark
the undersigned shareholder. If no direction is made, this proxy will your votes as
be voted FOR Proposal 1. The Board of Directors recommends a vote FOR item 1. indicated in [x]
this example
<S> <C>
1. Election of Directors as recommended in the Proxy Statement: Alvin R. "Pete" Carpenter, Linda McFarland Farthing, Mitchell
W.Legler, Michael D.Rose, Jay Stein, John H. Williams, Jr.,
and James H. Winston
FOR all WITHHOLD
nominees AUTHORITY
listed (except to vote for
as marked to all nominees INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the contrary) listed that nominee's name in the space provided below.
[ ] [ ] ----------------------------------------------------------------
2. Should any other matters requiring a vote of the shareholders arise, the
above named proxies are authorized to vote the same in accordance with
their best judgment in the interest of the Company. The Board of Directors
is not aware of any matter which is to be presented for action at the
meeting other than the matters set forth herein.
Please insert the date and sign your name exactly as it appears hereon.
If shares are held jointly each joint owner should sign. Executors,
administrators, trustees, guardians, etc., should so indicate when signing.
Corporations should sign full corporate name by an authorized officer.
Partnership should sign partnership name by an authorized Partner.
Unless the date has been inserted below, this Proxy shall be deemed to be
dated for all purposes as of the date appearing on the postmark on the
envelope in which it is enclosed. In such a case the Proxies named above
are authorized to insert the date in accordance with these instructions.
Dated:------------------------------------------------------------------,2000
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Signature(s) of Shareholders(s)
</TABLE>
"PLEASE MARK INSIDE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
FOLD AND DETACH HERE
Stein Mart(R)
Several Company information delivery options are now being offered to
shareholders. Quarterly information is available immediately on the day of
announcement via any of the methods below. Please use the method most convenient
for you.
1) Fax: Call 1-800-239-0927 and enter your fax number to get the latest news
release(s) faxed to you at no charge.
2) Computer: Visit the Stein Mart (www.steinmart.com) web site for latest
news release(s) and accompanying financial statements. You can also e-mail
[email protected] to reach the investor relations area.
3) Call (904) 346-1535 ext. 5888. You may choose to listen to a recorded
version of the news release OR you may request information to be mailed to
you directly. If you would like to continue to have information mailed each
reporting period, ask to be placed on Stein Mart's mailing list.
Reporting dates for 2000:
April 25, 2000: Stein Mart 1Q '00 Financial Results News Release
July 25, 2000: Stein Mart 2Q '00 Financial Results News Release
October 24, 2000: Stein Mart 3Q '00 Financial Results News Release
February 27, 2001: Stein Mart FY '00 Financial Results News Release
