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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 19, 2022
 
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
,
North Carolina
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company
 
as defined in 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.
☐
2
THE CATO
 
CORPORATION
 
Item 1.01 Entry into a Material Definitive Agreement
On May
 
19, 2022,
 
The Cato
 
Corporation (the
 
“Company”), entered
 
into a
 
credit agreement
 
(the “Credit
Agreement”) among the
 
Company, the
 
guarantors party thereto,
 
the banks party
 
thereto and
 
Wells
 
Fargo
Bank,
 
National
 
Association,
 
as
 
Agent.
 
The
 
Credit
 
Agreement
 
provides
 
for
 
a
 
five-year
 
$35.0
 
million
unsecured revolving credit facility (the “Revolving Credit Facility”). The agreement also provides that the
Company
 
may
 
seek
 
increases
 
to
 
the
 
Revolving
 
Credit
 
Facility
 
in
 
an
 
aggregate
 
amount
 
so
 
that
 
the
Revolving Credit Facility does not exceed $75.0 million.
Borrowings
 
under
 
the
 
Revolving
 
Credit
 
Facility
 
will
 
bear
 
interest
 
at
 
an
 
annual
 
rate
 
of
 
the
 
Secured
Overnight
 
Funding
 
Rate
 
(SOFR)
 
plus
 
1.0%
 
or
 
(b)
 
an
 
alternate
 
base
 
rate
 
(as
 
described
 
in
 
the
 
Credit
Agreement).
 
In addition,
 
a commitment
 
fee accrues
 
with respect
 
to the
 
unused amount
 
of the
 
Revolving
Credit Facility at an annual rate of 0.10%.
The
 
Revolving
 
Credit
 
Facility
 
is
 
guaranteed
 
by
 
each
 
of
 
the
 
Company’s
 
wholly
 
owned
 
domestic
subsidiaries, other than
 
any subsidiary that
 
owns part of
 
the Company’s
 
York,
 
South Caroling real
 
estate
holdings,
 
and
 
its
 
bank
 
and
 
captive
 
insurance
 
subsidiaries
 
Cedar
 
Hill
 
National
 
Bank
 
and
 
Providence
Insurance, respectively.
The Credit Agreement provides that the Company must maintain compliance
 
with a minimum
consolidated tangible net worth and a minimum coverage ratio of EBITDAR
 
to fixed charges, as
determined in accordance with the Credit Agreement.
 
The Credit Agreement also contains affirmative, negative and financial covenants
 
customary for
financings of this type, including, among other things, limitations on
 
certain other indebtedness, loans and
investments, liens, mergers, asset sales,
 
transactions with affiliates and capital expenditures,
 
as well as
customary events of default.
The foregoing description of
 
the Credit Agreement does
 
not purport to be
 
complete and is qualified in its
 
entirety by
reference to
 
the full
 
text of
 
the Credit
 
Agreement. A
 
copy of
 
this Credit
 
Agreement is
 
incorporated
 
as exhibit
 
10.1
hereto.
Item 1.02 Termination
 
of a Material Definitive Agreement
The disclosure
 
provided in
 
Item 1.01
 
of this
 
Current Report
 
on Form
 
8-K is
 
hereby incorporated
 
by reference
 
into
this Item
 
1.02. On
 
May 19,
 
2022, in
 
connection with
 
the closing
 
of the
 
Revolving Credit
 
Facility described
 
in Item
1.01, the Company
 
terminated its credit
 
agreement, dated as
 
of August 22,
 
2003, between the
 
Company and Branch
Banking and Trust Company,
 
as administrative agent, issuing bank, and a bank.
Item 2.02. Results of Operations and Financial Condition.
On May 19, 2022, The Cato Corporation issued a press release
 
regarding its financial results for the first
quarter ending April 30, 2022. A copy of this press release is hereby
 
incorporated as Exhibit 99.1 hereto.
Item
 
2.03
 
Creation
 
of
 
a
 
Direct
 
Financial
 
Obligation
 
or
 
an
 
Obligation
 
under
 
an
 
Off-Balance
 
Sheet
Arrangement of a Registrant
The disclosure
 
provided in
 
Item 1.01
 
of this
 
Current Report
 
on Form
 
8-K is
 
hereby incorporated
 
by reference
 
into
this Item 2.03
 
 
 
 
3
Item 5.07. Submission of Matters to a Vote
 
of Security Holders.
On
 
May
 
19,
 
2022,
 
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).
 
In
 
addition,
 
management’s
 
proposal
 
regarding
 
the
 
Company’s
 
executive
 
compensation
 
was
 
approved
 
(Proposal
 
2
below).
 
In
 
addition,
 
management’s
 
proposal
 
regarding
 
the
 
selection
 
of
 
PricewaterhouseCoopers
 
LLP
 
as
 
the
 
Company’s
independent registered public
 
accounting firm for
 
the fiscal year ending
 
January 28, 2023
 
was approved (Proposal
 
3
below).
 
Summary of Voting
 
By Proposal
 
1. To
 
elect Theresa J.
 
Drew and D. Harding
 
Stowe, each for
 
a term expiring in
 
2025 and until
 
their successors are
elected and qualified. Votes
 
recorded, by nominee, were as follows:
 
 
 
 
 
 
 
 
Nominee
 
 
For
 
 
Abstain
 
Broker
Non-Votes
Theresa J. Drew
 
27,362,039
 
4,473,136
 
4,264,851
D. Harding Stowe
 
21,708,643
 
10,126,532
 
4,264,851
 
2. To
 
approve, on
 
an advisory basis,
 
the Company’s
 
executive compensation.
 
The Company’s
 
shareholders voted
to approve
 
this proposal
 
with 20,981,540
 
for and
 
10,786,018 votes
 
against. There
 
were 67,616
 
abstentions and
4,264,852 Broker non-votes.
 
3. To
 
approve,
 
to
 
ratify
 
the
 
selection
 
of
 
PricewaterhouseCoopers
 
LLP
 
as
 
the
 
Company’s
 
independent
 
registered
public
 
accounting
 
firm
 
for
 
the
 
fiscal
 
year
 
ending
 
January
 
28,
 
2023.
 
The
 
Company’s
 
shareholders
 
voted
 
to
approve this proposal with 35,942,344 for and 78,843 votes against. There
 
were 78,839
 
abstentions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 – Cover Page Interactive Data File (embedded within Inline
 
XBRL document)
 
 
 
 
4
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
May 23, 2022
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
May 23, 2022
/s/ Charles D. Knight
Date
Charles D. Knight
 
Executive Vice President
Chief Financial Officer