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Stage Stores, Inc. Notice of 2019 Annual Meeting of Shareholders and Proxy Statement

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Stage Stores, Inc. Notice of 2019 Annual Meeting of Shareholders and Proxy Statement ANNUAL REPORT | 2018 LITTLE THINGS MEAN EVERYTHING – LIKE THE THRILL OF THE TREASURE HUNT, KEEPING OUR CUSTOMERS FIRST, AND BEING THE HEART OF EVERY HOMETOWN. MICHAEL L. GLAZER | PRESIDENT & CEO For Stage Stores, 2018 was a pivotal year as we worked Additionally, cross-shopping functionality was enabled, to achieve our annual goals while also developing the multi- which allows our off-price and department store guests year strategy which will guide us into the future. Notably, to shop with their credit card in any of our nameplates. comparable sales on a shifted basis improved sequentially This initiative paved the way for the integration of the each quarter during the year, culminating in positive comps Gordmans loyalty program into our richer company-wide in the all-important fourth quarter. We are very excited for Style Circle multi-tender loyalty program in March of 2019. this momentum to carry forward into 2019. • E-commerce continued to grow double digits each quarter 2018 KEY ACCOMPLISHMENTS: for the entire year 2018. These results were driven by a more than 50% sales increase from our WEB@POS • Nine department stores were converted to Gordmans program, which allows in-store guests access to our full off-price stores. Sales in those nine locations increased online assortment. Additionally, the penetration of drop more than 60% in 2018 compared to their comparable ship sales continued to grow, and “buy online, ship to period sales as a department store. Additionally, store” not only drove e-commerce sales, but also had an inventory levels in in-store sale attachment rate of more than 25%. converted stores were 9 OFF-PRICE lower than their levels as CONVERSIONS • Forty-one department stores were closed as part of our a department store, as GREW 60% continuing efforts to right-size the store fleet by exiting off-price inventory turn underperforming locations. Since 2015, we have closed significantly outpaces department store turn. Notably, more than 120 department stores. sales in the six smaller mid-west markets, which will make up the majority of our next phase of conversions, Turning to 2019 and our multi-year strategy, we are increased more than 170%. accelerating our transition to the fast-growing off-price sector. Stage initially acquired the Gordmans brand and a select • Non-apparel comparable sales in our department group of existing stores in 2017. Since that time, we have stores increased 1.5%, as we shifted our focus toward converted the chain to a true off-price concept with amazing trending categories such as beauty and footwear. Most growth potential. As such, in August of 2018, we launched importantly for our 2019 plans, the home department a cross-functional initiative to map out our long-term strategy. grew to 6% of total department store sales as the result of This effort culminated in January 2019 when we announced a comparable sales increase of more than 25%. plans to convert a significant portion of our department store fleet to off-price. • Our private label credit card continued to be a focus throughout the organization, and we delivered record credit income of more than $61 million in 2018. (continued) 2019 AND LONG-TERM STRATEGIC OBJECTIVES: • We plan to convert approximately 85 department • We will continue to close underperforming department stores to off-price in 2019, with another 150 stores in 2019, resulting in both improved earnings and conversions in the first half of 2020. As a result, in lower total company 2020, our off-price store count will be approximately inventory. Our efforts CONVERT TO 300, and Gordmans sales will represent approximately to exit underperforming OFF-PRICE 50% of total company sales volume. locations, convert GORDMANS department stores • Our department store focus in 2019 will be on growing to faster turning off-price locations, and improve sales in the home department. In 2018, home underlying inventory turn in both off-price and department sales represented 6% of department store department stores will result in a meaningful reduction sales compared to to 2019 inventory. 28% of Gordmans GROW HOME sales. Our $5 million DEPARTMENT We are very proud of our numerous accomplishments capital investment in during 2018, which are the result of hard work and SALES department store high support by our thousands of dedicated associates, capacity home fixtures in 2019 not only allows as well as our vendor partners and shareholders. The us to accelerate growth in this trending area, but future for Stage Stores remains bright as we transition these fixtures can also be utilized in the event these our business model to off-price and work to drive top line department stores are converted to Gordmans in sales growth and bottom line profitability. While focused the future. on our growth plans, we will maintain disciplined expense controls, and our efforts to control capital spend and • We will continue to invest both capital and expertise reduce inventory are expected to deliver positive cash in our supply chain network in 2019. We expect these flow in 2019. actions to prepare us for future off-price store growth and help mitigate escalating supply chain costs. Sincerely, • Capital spend in 2019 is expected to be in line with 2018, including the acceleration of off-price conversion activities. By value engineering the capex associated with conversions, we can generate significant savings MICHAEL L. GLAZER versus opening brand-new off-price stores, while President and Chief Executive Officer not impacting top line sales or bottom line profitability. Additionally, 2019 capital is being reallocated to focus on off-price, home department growth, and supply chain investments. Stage Stores, Inc. Notice of 2019 Annual Meeting of Shareholders and Proxy Statement This Page Intentionally Left Blank Stage Stores, Inc. 2425 West Loop South Houston, Texas 77027 April 25, 2019 Dear Shareholder: On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2019 Annual Meeting of Shareholders of Stage Stores, Inc. The Annual Meeting will be held at our corporate office located at 2425 West Loop South, Houston, Texas, on June 6, 2019, beginning at 1:00 p.m. CDT. The following pages contain the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement. We encourage you to review these materials for information concerning the business to be conducted at the Annual Meeting. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote as soon as possible. If you attend the Annual Meeting, you 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 Notice of Internet Availability of Proxy Materials to shareholders of record at the close of business on April 17, 2019. 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. 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 them by following the instructions contained in the Notice. Thank you for your continued support of Stage Stores, Inc. Sincerely, William J. Montgoris Chairman of the Board STAGE STORES, INC. NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ............................................................................................... i IMPORTANT INFORMATION REGARDING VOTING ................................................................................................. ii IMPORTANT INFORMATION REGARDING AVAILABILITY OF PROXY MATERIALS ........................................ ii IMPORTANT INFORMATION REGARDING ANNUAL MEETING ATTENDANCE ................................................. ii PROXY STATEMENT ........................................................................................................................................................ 1 ABOUT THE ANNUAL MEETING ............................................................................................................................... 1 ITEM 1: ELECTION OF DIRECTORS......................................................................................................................... 4 GOVERNANCE ............................................................................................................................................................... 7 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................... 13 EXECUTIVE COMPENSATION ................................................................................................................................. 16 DIRECTOR COMPENSATION.................................................................................................................................... 25 ITEM 2: SAY-ON-PAY VOTE (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION) ................. 27 ITEM 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP....................................... 28 AUDIT COMMITTEE MATTERS ............................................................................................................................... 28 ITEM 4: APPROVE AMENDED AND RESTATED STAGE
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