ESL, Fairholme Own Bulk of Sears Holdings

The retailer filed its proxy with the SEC on Friday, which also disclosed compensation for key executives.

Sears Holdings Corp. disclosed that its two largest stakeholders own a 77 percent stake in the retailer.

This story first appeared in the March 19, 2012 issue of WWD.  Subscribe Today.

That was revealed in a definitive proxy filed by Sears on Friday with the Securities and Exchange Commission.

In the filing, Sears also disclosed a consulting agreement with ESL Investments, headed up by Sears chairman Edward S. Lampert.

According to the filing, ESL Investments and related entities, including Lampert individually, hold 61.9 percent of Sears’ outstanding common stock. Its next-largest stakeholder is hedge fund Fairholme Capital Management, founded by Bruce Berkowitz, at 15.1 percent. Together they hold a 77 percent stake in Sears.

The filing also noted that ESL provides consulting services to Sears per an agreement dated Jan. 30, 2011. The consulting services include strategic planning, financing, mergers, acquisitions and new business development, among other topics. ESL is paid a monthly fee of $41,666.67, plus reasonable out-of-pocket expenses. In 2011, ESL was paid $500,000 under the consulting agreement.

Sears’ compensation to executives was also disclosed in the proxy.

Compensation for Louis D’Ambrosio, chief executive officer, and Ronald Boire, executive vice president, chief merchandising officer and president for the Sears and Kmart formats, reflect amounts corresponding from their respective dates of hire through the end of fiscal year 2011, which was Jan. 28.

In 2011, D’Ambrosio received total compensation of $9.9 million, which included a base salary of $930,769, a bonus of $150,000 and $8 million in stock awards.

Boire received total compensation in 2011 of $2.3 million, which included a base salary of $46,154 and $2.2 million in stock awards.

The company will hold its annual meeting on May 2 at its Hoffman Estates headquarters in Illinois.