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
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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):
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 28, 2026, 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 28, 2026. The Bylaws, as amended and effective May 28, 2026, 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 28, 2026, four proposals described in the Notice of Annual Meeting of Shareholders dated April 16, 2026, were voted upon:
| 1. | The shareholders elected 10 directors, Lisa A. Flavin, Brenda C. Freeman, Kyle F. Gendreau, Lori H. Greeley, Mahendra R. Gupta, Ward M. Klein, Molly Langenstein, Wenda Harris Millard, John W. Schmidt 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 | 23,773,615 | 384,680 | 2,410,093 |
Brenda C. Freeman | 23,913,899 | 244,396 | 2,410,093 |
Kyle F. Gendreau | 23,910,422 | 247,873 | 2,410,093 |
Lori H. Greeley | 23,854,474 | 303,821 | 2,410,093 |
Mahendra R. Gupta | 23,858,283 | 300,012 | 2,410,093 |
Ward M. Klein | 23,852,360 | 305,935 | 2,410,093 |
Molly Langenstein | 23,898,139 | 260,156 | 2,410,093 |
Wenda Harris Millard | 23,882,817 | 275,478 | 2,410,093 |
John W. Schmidt | 23,908,913 | 249,382 | 2,410,093 |
Bruce K. Thorn | 23,904,017 | 254,278 | 2,410,093 |
2. | The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: |
For | Against | Abstaining |
26,291,899 | 213,627 | 62,862 |
3. | The shareholders approved the Company’s Incentive and Stock Compensation Plan of 2026. The voting was as follows: |
For | Against | Abstaining | Broker Non-Votes |
22,550,026 | 1,537,538 | 70,731 | 2,410,093 |
4. | The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: |
For | Against | Abstaining | Broker Non-Votes |
23,512,712 | 488,675 | 156,908 | 2,410,093 |
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits |
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Exhibit Number | Description | ||
3.1 | Bylaws, effective May 28, 2026 | ||
10.1 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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.
| | CALERES, INC. |
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| (Registrant) |
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Date: May 28, 2026 | /s/ Thomas C. Burke | |
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| Thomas C. Burke |
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| Senior Vice President, General Counsel and Secretary |