UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 23, 2024, three proposals described in the Notice of Annual Meeting of Shareholders dated April 11, 2024 were voted upon:
1. | The shareholders elected 11 directors, Lisa A. Flavin, Brenda C. Freeman, Lori H. Greeley, Mahendra R. Gupta, Carla C. Hendra, Ward M. Klein, Steven W. Korn, Wenda Harris Millard, John W. Schmidt, Diane M. Sullivan and Bruce K. Thorn, each for a term of one year. The voting for each director was as follows: |
Directors | For | Withheld | Broker Non-Votes |
Lisa A. Flavin | 28,777,163 | 198,751 | 1,665,013 |
Brenda C. Freeman | 28,741,493 | 234,421 | 1,665,013 |
Lori H. Greeley | 28,712,452 | 263,462 | 1,665,013 |
Mahendra R. Gupta | 28,282,107 | 693,807 | 1,665,013 |
Carla C. Hendra | 28,222,145 | 753,769 | 1,665,013 |
Ward M. Klein | 27,925,329 | 1,050,585 | 1,665,013 |
Steven W. Korn | 28,178,954 | 796,960 | 1,665,013 |
Wenda Harris Millard | 28,585,302 | 390,612 | 1,665,013 |
John W. Schmidt | 28,642,183 | 333,731 | 1,665,013 |
Diane M. Sullivan | 28,492,548 | 483,366 | 1,665,013 |
Bruce K. Thorn | 28,714,766 | 261,148 | 1,665,013 |
2. | The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: |
For | Against | Abstaining |
29,365,197 | 1,220,969 | 54,761 |
3. | The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: |
For | Against | Abstaining | Broker Non-Votes |
26,814,180 | 1,718,627 | 443,107 | 1,665,013 |
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.
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| CALERES, INC. |
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| (Registrant) |
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Date: May 23, 2024 | /s/ Thomas C. Burke | |
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| Thomas C. Burke |
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| Senior Vice President, General Counsel and Secretary |
Document and Entity Information |
May 23, 2024 |
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Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | May 23, 2024 |
Entity File Number | 1-2191 |
Entity Registrant Name | CALERES, INC. |
Entity Incorporation, State or Country Code | NY |
Entity Tax Identification Number | 43-0197190 |
Entity Address, Address Line One | 8300 Maryland Avenue |
Entity Address, City or Town | St. Louis |
Entity Address, State or Province | MO |
Entity Address, Postal Zip Code | 63105 |
City Area Code | 314 |
Local Phone Number | 854-4000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock - par value of $0.01 per share |
Trading Symbol | CAL |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000014707 |
Amendment Flag | false |
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