Item 5.02. Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2022, the Company's shareholders, upon recommendation of the Board,
approved the Company's Incentive and Stock Compensation Plan of 2022 (the
"Plan"). The objectives of the Plan are to: (i) attract, retain and motivate
participants through annual and long-term incentives which are consistent with
the Company's goals; (ii) align the personal interests of participants to those
of the Company's shareholders; (iii) provide participants with an incentive for
excellence in individual performance; and (iv) increase Company shareholder
value, long-term. The Company has the ability to grant awards for up to
1,993,963 shares under the Plan, consisting of 1,025,000 shares approved under
this Plan and 968,963 shares remaining under the Company's Incentive and Stock
Compensation Plan of 2017 ("2017 Plan") that were converted to shares available
under the Plan. In addition, any shares related to an award granted under the
Company's Incentive and Stock Compensation Plan of 2011 or the 2017 Plan that
terminate by expiration, forfeiture, cancellation or otherwise without the
issuance of the shares, are settled in cash in lieu of shares, or are exchanged
with the Compensation Committee's permission, prior to the issuance of shares,
for awards not involving shares shall be available for grant under the Plan.
For a description of the material terms and conditions of the Plan, see
" Proposal 3: Approval of the Company's Incentive and Stock Compensation Plan
of 2022 " in the Company's definitive proxy statement (the "Proxy Statement")
filed with the Securities and Exchange Commission on Schedule 14A on April 14,
2022, which is incorporated herein by reference. The description of the Plan
contained in the Proxy Statement are qualified in its entirety by reference to
the full text of the Plan, a copy of which is included hereto as Exhibit 10.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 26, 2022, the Board of Directors amended Article II, Section 1 of the
Company's Bylaws to decrease the number of directors from eleven to ten,
effective May 26, 2022. The Bylaws, as amended and effective May 26, 2022, are
included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated
by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 26, 2022, three proposals
described in the Notice of Annual Meeting of Shareholders dated April 14, 2022,
were voted upon:
The shareholders elected 7 directors, Lisa A. Flavin, Brenda C. Freeman, Lori
1. H. Greeley, Ward M. Klein, Steven W. Korn, 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 28,399,517 406,310 2,665,790
Brenda C. Freeman 26,690,438 2,115,389 2,665,790
Lori H. Greeley 28,430,098 375,729 2,665,790
Ward M. Klein 28,116,220 689,607 2,665,790
Steven W. Korn 28,197,974 607,853 2,665,790
Diane M. Sullivan 27,940,195 865,632 2,665,790
Bruce K. Thorn 28,548,915 256,912 2,665,790
The following directors have terms of office that continue after the meeting:
Mahendra R. Gupta, Carla C. Hendra and Wenda Harris Millard.
2. The shareholders ratified the appointment of our independent registered public
accountants, Ernst & Young LLP. The voting was as follows:
For Against Abstaining
30,918,207 506,667 46,743
3. The shareholders approved the Company's Incentive and Stock Compensation Plan
of 2022. The voting was as follows:
For Against Abstaining Broker Non-Votes
27,426,880 1,158,779 220,168 2,665,790
4. The shareholders approved the advisory resolution regarding executive
compensation ("say on pay"). The voting was as follows:
For Against Abstaining Broker Non-Votes
26,827,631 1,776,662 201,534 2,665,790
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
3.1 Bylaws, effective May 26, 2022
10.1 Caleres, Inc. Incentive and Stock Compensation Plan of 2022,
incorporated herein by reference to Exhibit A to the Company's
Proxy Statement filed with the Securities and Exchange
Commission on Schedule 14A on April 14, 2022.
Cover Page Interactive Data File (embedded within the Inline
104 XBRL document)
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