CALERES, INC. (NYSE:CAL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of the Board, approved the Companys Incentive and Stock
Compensation Plan of 2017 (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
Companys goals; (ii) align the personal interests of participants
to those of the Companys 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 2,945,000 shares under
the Plan. In addition, any shares related to an award granted
under the Companys Incentive and Stock Compensation Plan of 2011
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
Committees permission, prior to the issuance of shares, for
awards not involving shares shall be available for grant under
the Plan.
proxy statement (the Proxy Statement) filed with the Securities
and Exchange Commission on Schedule 14A on April 14, 2017 (and
which is included as Exhibit 10.1 to this Current Report on Form
8-K), and the description of the Plan included therein under the
caption Proposal 3: Approval of the Companys Incentive and Stock
Compensation Plan of 2017 are incorporated by reference herein.
The descriptions of the Plan set forth herein and in the Proxy
Statement are qualified by the full text of the Plan.
proposals described in the Notice of Annual Meeting of
Shareholders dated April 14, 2017, were voted upon:
1.
|
The shareholders elected 5 directors, W. Lee Capps III,
Carla Hendra, Patricia G. McGinnis and Wenda Harris Millard, each for a term of three years and Brenda C. Freeman for a term of one year. The voting for each director was as follows: |
Directors
|
For
|
Withheld
|
Broker Non-Votes
|
W. Lee Capps III
|
36,657,478
|
209,680
|
2,195,214
|
Brenda C. Freeman
|
36,682,540
|
184,618
|
2,195,214
|
Carla Hendra
|
36,239,696
|
627,462
|
2,195,214
|
Patricia G. McGinnis
|
36,225,270
|
641,888
|
2,195,214
|
Wenda Harris Millard
|
36,678,236
|
188,922
|
2,195,214
|
the meeting: Lori H. Greeley, Mahendra R. Gupta, 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
|
38,685,709
|
334,547
|
42,116
|
3.
|
The shareholders approved the Companys Incentive and
Stock Compensation Plan of 2017. The voting was as follows: |
For
|
Against
|
Abstaining
|
Broker Non-Votes
|
35,217,022
|
1,548,174
|
101,962
|
2,195,214
|
4.
|
The shareholders approved the advisory resolution
regarding executive compensation (say on pay). The voting was as follows: |
For
|
Against
|
Abstaining
|
Broker Non-Votes
|
35,305,253
|
1,369,096
|
192,809
|
2,195,214
|
5.
|
The shareholders approved, by advisory vote, of a
frequency of future votes on executive compensation of one year. The voting was as follows: |
One Year
|
Two Years
|
Three Years
|
Abstaining
|
Broker Non-Votes
|
28,545,637
|
38,025
|
8,161,743
|
121,753
|
2,195,214
|
Exhibit No.
|
Description
|
10.1
|
Caleres, Inc. Incentive and Stock Compensation Plan of
2017, incorporated herein by reference to Exhibit A to the Companys Proxy Statement filed with the Securities and Exchange Commission on Schedule 14A on April 14, 2017. |
About CALERES, INC. (NYSE:CAL)
Caleres, Inc., formerly Brown Shoe Company, Inc., is a global footwear retailer and wholesaler. The Company is engaged in the operation of retail shoe stores and e-commerce Websites, as well as the design, sourcing and marketing of footwear for women and men. It operates through two segments: Famous Footwear, which includes its Famous Footwear stores and Famous.com, and Brand Portfolio, which offers retailers and consumers a portfolio of brands from its Healthy Living and Contemporary Fashion platforms. As of January 30, 2016, it operated 1,211 retail shoe stores in the United States, Canada and Guam. It offers brands, including Nike, Skechers, Converse, Vans, adidas, Sperry, New Balance, Asics, Bearpaw and Sof Sole. It also offers Company-owned and licensed brands, including LifeStride, Dr. Scholl’s, Allen Edmonds and Carlos by Carlos Santana. Through its Brand Portfolio segment, it also designs, sources and markets footwear to retail stores domestically and internationally. CALERES, INC. (NYSE:CAL) Recent Trading Information
CALERES, INC. (NYSE:CAL) closed its last trading session down -0.12 at 24.82 with 449,047 shares trading hands.