UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 1, 2021 (
(Exact name of registrant as specified in its charter)
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(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 |
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 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 27, 2021, three proposals described in the Notice of Annual Meeting of Shareholders dated April 15, 2021, were voted upon:
1. The shareholders elected 3 directors, Lisa A. Flavin, Brenda C. Freeman and Lori H. Greeley, each for a term of one year. The voting for each director was as follows:
Directors | For | Withheld | Broker Non-Votes |
Lisa A. Flavin | 28,791,752 | 224,124 | 3,408,224 |
Brenda C. Freeman | 28,352,765 | 663,111 | 3,408,224 |
Lori H. Greeley | 28,736,112 | 279,764 | 3,408,224 |
The following directors have terms of office that continue after the meeting: Mahendra R. Gupta, Carla C. Hendra, Wenda Harris Millard, Ward M. Klein, Steven W. Korn, W. Patrick McGinnis and Diane M. Sullivan.
2. | The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: |
For | Against | Abstaining |
31,823,933 | 573,790 | 26,377 |
3. | The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: |
For | Against | Abstaining | Broker Non-Votes |
27,460,594 | 1,385,370 | 169,912 | 3,408,224 |
SIGNATURE
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.
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| CALERES, INC. |
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| (Registrant) |
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Date: June 1, 2021 | /s/ Thomas C. Burke | |
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| Thomas C. Burke |
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| Vice President, General Counsel and Secretary |