Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 2, 2020 (December 2, 2020)


(Exact name of registrant as specified in its charter)

New York





(State or other jurisdiction of



incorporation or organization)

(Commission File Number)

(IRS Employer Identification Number)

8300 Maryland Avenue St. Louis, Missouri



(Address of principal executive offices)


(Zip Code)

(314) 854-4000

(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

Common Stock - par value of $0.01 per share


New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2, 2020, Caleres, Inc. (the “Company”) announced that John W. Schmidt, the Company’s Division President, Brand Portfolio has been appointed as President of the Company, effective immediately. In connection with his appointment, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved a grant to Mr. Schmidt of 66,500 shares of restricted stock, which will vest 50% on the second anniversary and 50% on the third anniversary of the grant date. Diane M. Sullivan, will continue to serve as the Company’s Chairman of the Board and Chief Executive Officer following Mr. Schmidt’s appointment. Information regarding Mr. Schmidt’s prior business experience is described in the section titled, “Information About Our Executive Officers” of the Company’s annual report on Form 10-K for the year ended February 1, 2020, filed on March 31, 2020, and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On December 2, 2020, the Company issued a press release (the “Press Release”) announcing Mr. Schmidt’s appointment. A copy of the Press Release is being filed as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits



Exhibit Number





Press Release dated December 2, 2020


Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.













Date:  December 2, 2020

/s/ Thomas C. Burke



Thomas C. Burke



Vice President, General Counsel and Secretary