The company said in its proxy statement filed on Thursday that the matter could come up for a vote provided it is properly submitted for consideration. The company is recommending a vote of “no” on the stockholder proposal seeking an independent chair. The proxy said, “We are not aware of any conclusive evidence that requiring an independent chairman delivers superior stockholder value, nor is such a requirement the norm at large companies.”
A Sears spokesman, when asked for comment, wrote in an e-mail: “The proxy stands on its own.”
Lampert controls 53 percent of Sears’ stock through his ESL Investment hedge fund.
The annual meeting of stockholders is slated for May 9.
The proxy also noted that Lampert was again paid $1 in annual salary for 2017.
The $1 dollar in annual salary was the same in 2016 and 2015, although he has seen a change in the value of stock awards granted.
In 2017, Lampert saw a 24.5 percent gain in stock awards to $4.3 million from 2016’s $3.5 million. The latter represented a 19 percent decline from 2015’s stock award of $4.3 million.
The filing also noted the stakes that ESL has in certain assets that were spun off from Sears.
According to the proxy, ESL holds a 67 percent stake in Lands’ End, and a 58 percent stake in Sears Hometown. ESL also owns a 45 percent stake in Sears Canada Inc. Further, ESL owns 7.2 percent of the total voting power of Seritage Growth Properties and 43.5 percent of the limited partnership units of Seritage.