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

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On March 14, 2019, the Board of Directors of Caleres, Inc. (the “Company”), based on a recommendation of the Governance and Nominating Committee, elected Lisa A. Flavin to fill a vacancy on the Board of Directors that resulted when the Bylaws were amended to change the number of directors from eleven to twelve (as described in Item 5.03 of this Form 8-K). Her term will expire at the Company’s 2019 annual meeting of shareholders or until her successor has been duly elected and qualified.

Ms. Flavin will be entitled to receive the same compensation for service as a director as is provided to other directors of the Company, as described under “Compensation of Non-Employee Directors – Fiscal 2017 Director Compensation” contained on page 12 of the Company’s Proxy Statement dated April 19, 2018 and filed with the Securities and Exchange Commission, which description is hereby incorporated by reference herein, subject to any change in director compensation for the remainder of the fiscal year as might subsequently be approved by the Board of Directors.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2019, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to increase the number of directors from eleven to twelve, effective March 14, 2019.The Bylaws, as amended and effective March 14, 2019, are included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

3.1

Bylaws, effective March 14, 2019

CALERES INC Exhibit
EX-3.1 2 bylaws32019.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CALERES,…
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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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