0000018255-13-000039.txt : 20131018 0000018255-13-000039.hdr.sgml : 20131018 20131018152940 ACCESSION NUMBER: 0000018255-13-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130202 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20131018 DATE AS OF CHANGE: 20131018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATO CORP CENTRAL INDEX KEY: 0000018255 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 560484485 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31340 FILM NUMBER: 131159337 BUSINESS ADDRESS: STREET 1: 8100 DENMARK ROAD CITY: CHARLOTTE STATE: NC ZIP: 28273-5975 BUSINESS PHONE: 7045517352 MAIL ADDRESS: STREET 1: 8100 DENMARK ROAD CITY: CHARLOTTE STATE: NC ZIP: 28273-5975 FORMER COMPANY: FORMER CONFORMED NAME: CATO STORES INC DATE OF NAME CHANGE: 19701002 8-K 1 cato13annualresults8k.htm 8-K ANNUAL MEETING RESULTS cato13annualresults8k.htm - Generated by SEC Publisher for SEC Filing

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549

 

 

Form 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):      May 23, 2013       

 

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction of Incorporation

(Commission

File Number)

(IRS Employer
Identification No.)

 

 

 

8100 Denmark Road, Charlotte, NC

(Address of Principal Executive Offices)

28273-5975
(Zip Code)

 

 

 

(704) 554-8510

(Registrant’s Telephone Number, Including Area Code)

 

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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: 

  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))

 

 

 

THE CATO CORPORATION

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On May 23, 2013, the Registrant held its Annual Meeting.  The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting.  The proposals below are described in detail in the Proxy Statement.

 

At the Annual Meeting, the two nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below).

 

Management’s proposal regarding The Cato Corporation 2013 Incentive Compensation Plan was approved (Proposal 2 below).

 

Management’s proposal regarding The Cato Corporation 2013 Employee Stock Purchase Plan was approved (Proposal 3 below).

 

In addition, management’s proposal regarding ratification of the retention of PricewaterhouseCoopers LLP as the Registrant’s registered independent public accounting firm for 2012 was approved (Proposal 4 below).

 

 

Summary Of Voting By Proposal

 

1.     To elect D. Harding Stowe and Edward I. Weisiger,Jr., each for a term expiring in 2016 and until their successors are elected and qualified.  Votes recorded, by nominee, were as follows:

                          

 

 

 

 

 

 

 

Nominee

 

 

For

 

 

Withheld

 

Broker

Non-Votes

D. Harding Stowe

 

41,987,946

 

1,005,443

 

754,717

Edward I. Weisiger, Jr.

 

41,985,671

 

1,007,718

 

754,717

 

2.     To approve The Cato Corporation 2013 Incentive Compensation Plan.  The Company’s shareholders voted to approve this proposal with 42,167,663 votes for and 803,759 votes against.  There were 21,967 abstentions and 754,717 broker non-votes.

 

3.     To approve The Cato Corporation 2013 Employee Stock Purchase Plan.  The Company’s shareholders voted to approve this proposal with 42,703,454 votes for and 255,445 votes against.  There were 34,490 abstentions and 754,717 broker non-votes.

 

4.      To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2014.  The Company’s shareholders voted to approve this proposal with 43,511,990 votes for and 213,971 votes against.  There were 22,145 abstentions.

 

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Signatures

 

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 thereunto duly authorized.

 

                                                                                    THE CATO CORPORATION

 

 

October 18, 2013

 

/s/ John P. D. Cato

Date

 

John P. D. Cato

Chairman, President and

Chief Executive Officer

 

 

 

 

October 18, 2013

 

/s/ John R. Howe

Date

 

John R. Howe

Executive Vice President

Chief Financial Officer

 

 

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