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

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The Company previously announced on January 23, 2018 that Richard M. Ausick, the Company’s Division President, Famous Footwear would retire from the Company in 2018 as part of a planned leadership succession. Mr. Ausick’s last day of employment with the Company will be July 6, 2018.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders held on May 31, 2018, three proposals described in the Notice of Annual Meeting of Shareholders dated April 19, 2018, were voted upon:

1.

The shareholders elected 3 directors, Brenda C. Freeman, Lori H. Greeley and Mahendra R. Gupta, each for a term of three years. The voting for each director was as follows:

Directors

For

Withheld

Broker Non-Votes

Brenda C. Freeman

36,364,045

262,118

1,822,556

Lori H. Greeley

36,437,488

118,675

1,822,556

Mahendra R. Gupta

36,071,177

554,986

1,822,556

The following directors have terms of office that continue after the meeting: Ward M. Klein, Steven W. Korn, W. Patrick McGinnis, Diane M. Sullivan, W. Lee Capps III, Carla Hendra, Patricia G. McGinnis, and Wenda Harris Millard.

2.

The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows:

For

Against

Abstaining

37,259,316

1,143,611

45,792

3.

The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows:

For

Against

Abstaining

Broker Non-Votes

34,397,555

1,903,781

324,827

1,822,556


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.

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