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

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

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

On May 25, 2017, the Companys shareholders, upon recommendation
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.
The Plan, which was filed as Exhibit A to the Companys definitive
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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders held on May 25, 2017, five
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 following directors have terms of office that continue after
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.

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