EX-31.2 8 exhibit312.htm EX-31.2 exhibit312
 
1
EXHIBIT 31.2
PRINCIPAL FINANCIAL
 
OFFICER CERTIFICATION
 
PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934 RULE 13a-14(a)/15d-14(a),
 
AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
 
ACT OF 2002
I, Charles D. Knight, certify that:
 
 
1.
 
I have reviewed this report on Form 10-Q of The Cato Corporation (the “registrant”);
 
 
2.
 
Based
 
on
 
my
 
knowledge,
 
this
 
report
 
does
 
not
 
contain
 
any
 
untrue
 
statement
 
of
 
a
 
material
 
fact
 
or
 
omit
 
to
 
state
 
a
 
material
 
fact
 
necessary
 
to
 
make
 
the
 
statements
 
made,
 
in
 
light
 
of
 
the
 
circumstances
 
under
 
which
 
such statements were made, not misleading with respect to the period
 
covered by this report;
 
 
3.
 
Based
 
on
 
my
 
knowledge,
 
the
 
financial
 
statements,
 
and
 
other
 
financial
 
information
 
included
 
in
 
this
 
report,
 
fairly present
 
in all
 
material respects
 
the financial
 
condition,
 
results of
 
operations
 
and
 
cash
 
flows of
 
the registrant
 
as of,
and for, the periods presented in this report;
 
 
4.
 
The
 
registrant’s
 
other
 
certifying
 
officer
 
and
 
I
 
are
 
responsible
 
for
 
establishing
 
and
 
maintaining
 
disclosure
 
controls
 
and
procedures
 
(as defined
 
in Exchange
 
Act Rules 13a-15(e)
 
and 15d-15(e))
 
and internal
 
control over
 
financial reporting
 
(as
defined
 
in
 
Exchange
 
Act
 
Rules
 
13a-15(f)
 
and
 
15d-15(f))
 
for
 
the
 
registrant
 
and have:
 
 
 
 
a)
 
Designed
 
such
 
disclosure
 
controls
 
and
 
procedures,
 
or
 
caused
 
such
 
disclosure
 
controls
 
and
 
procedures
 
to
 
be
 
designed
 
under
 
our
 
supervision,
 
to
 
ensure
 
that
 
material
 
information
 
relating
 
to
 
the
 
registrant,
 
including
 
its
consolidated
 
subsidiaries,
 
is
 
made
 
known
 
to
 
us
 
by
 
others
 
within
 
those
 
entities,
 
particularly during the period in which this report is being prepared;
 
 
 
b)
 
Designed such
 
internal control
 
over financial
 
reporting, or
 
caused such
 
internal control
 
over financial
 
reporting to
 
be
designed under our supervision,
 
to provide reasonable assurance
 
regarding the reliability
 
of financial reporting and
 
the
preparation of financial statements for external purposes in accordance
 
with generally accepted accounting principles;
 
c)
 
Evaluated
 
the
 
effectiveness
 
of
 
the
 
registrant’s
 
disclosure
 
controls
 
and
 
procedures
 
and
 
presented
 
in
 
this
 
report
 
our
conclusions
 
about
 
the
 
effectiveness
 
of
 
the
 
disclosure
 
controls
 
and
 
procedures,
 
as
 
of
 
the
 
end
 
of the period covered by this report based on such evaluation; and
 
 
 
d)
 
Disclosed
 
in
 
this
 
report
 
any
 
change
 
in
 
the
 
registrant’s
 
internal
 
control
 
over
 
financial
 
reporting
 
that
 
occurred
 
during
 
the
 
registrant’s
 
most
 
recent
 
fiscal
 
quarter
 
(the
 
registrant’s
 
fourth
 
fiscal
 
quarter
 
in
 
the
 
case
 
of
 
an
 
annual
 
report)
 
that
 
has
 
materially
 
affected,
 
or
 
is
 
reasonably
 
likely
 
to
 
materially
 
affect,
 
the
 
registrant’s
internal control over financial reporting; and
5.
 
The registrant’s
 
other certifying
 
officer and
 
I have
 
disclosed, based
 
on our most
 
recent evaluation
 
of internal
 
control over
financial
 
reporting,
 
to
 
the registrant’s
 
auditors
 
and
 
the audit
 
committee
 
of the
 
registrant’s
 
board
 
of directors
 
(or
 
persons
performing the equivalent functions):
 
 
 
 
a)
 
All
 
significant
 
deficiencies
 
and
 
material
 
weaknesses
 
in
 
the
 
design
 
or
 
operation
 
of
 
internal
 
control
 
over
 
financial
reporting
 
which
 
are
 
reasonably
 
likely
 
to
 
adversely
 
affect
 
the
 
registrant’s
 
ability
 
to
 
record,
 
process, summarize and report financial information; and
 
 
 
b)
 
Any
 
fraud,
 
whether
 
or
 
not
 
material,
 
that
 
involves
 
management
 
or
 
other
 
employees
 
who
 
have
 
a
 
significant role in the registrant’s internal
 
control over financial reporting.
Date: August 29, 2024
/s/ Charles D. Knight
Charles D. Knight
Executive Vice President
Chief Financial Officer