What compensation-related document was referenced by Caleres (CAL)?

Caleres listed the Caleres, Inc. Incentive and Stock Compensation Plan of 2026 as Exhibit 10.1, incorporating it by reference from the company’s Schedule 14A proxy statement filed on April 16, 2026 with the Securities and Exchange Commission.

Caleres (CAL) trims board size and details 2026 shareholder vote results

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Caleres, Inc. reported governance updates from its May 28, 2026 Annual Meeting of Shareholders. The board amended the company’s bylaws to reduce the number of directors from eleven to ten, effective May 28, 2026.

Shareholders voted on four proposals, including the election of ten directors. Each nominee, such as Brenda C. Freeman with 23,913,899 votes "For" and 244,396 "Withheld" plus 2,410,093 broker non-votes, received substantially more votes "For" than "Withheld." Other proposals also received significantly more votes "For" than "Against."

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size change: 11 to 10 directors Votes for Brenda C. Freeman: 23,913,899 For Votes for Lisa A. Flavin: 23,773,615 For +3 more

6 metrics

Board size change 11 to 10 directors Amendment to Article II, Section 1 effective May 28, 2026

Votes for Brenda C. Freeman 23,913,899 For Director election at 2026 Annual Meeting, 244,396 Withheld, 2,410,093 broker non-votes

Votes for Lisa A. Flavin 23,773,615 For Director election at 2026 Annual Meeting, 384,680 Withheld, 2,410,093 broker non-votes

Proposal vote example 26,291,899 For One shareholder proposal, with 213,627 Against and 62,862 Abstaining

Proposal vote with broker non-votes 22,550,026 For Proposal showing 1,537,538 Against, 70,731 Abstaining, 2,410,093 broker non-votes

Another proposal vote 23,512,712 For Proposal with 488,675 Against, 156,908 Abstaining, 2,410,093 broker non-votes

Key Terms

Broker Non-Votes, Annual Meeting of Shareholders, Incentive and Stock Compensation Plan, Bylaws, +1 more

5 terms

Broker Non-Votes financial

"Directors | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders held on May 28, 2026, four proposals"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Incentive and Stock Compensation Plan financial

"Caleres, Inc. Incentive and Stock Compensation Plan of 2026, incorporated herein"

Bylaws regulatory

"the Board of Directors amended Article II, Section 1 of the Company’s Bylaws"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 05/28/2026 - 05:22 PM Accepted by SEC EDGAR 05/28/2026 - 05:22 PM

FAQ

What governance change did Caleres (CAL) disclose in this 8-K?

Caleres disclosed that its board amended the bylaws to reduce the number of directors from eleven to ten, effective May 28, 2026. This formalizes a smaller board size at the company’s discretion.

When did Caleres (CAL) hold its 2026 Annual Meeting of Shareholders?

Caleres held its 2026 Annual Meeting of Shareholders on May 28, 2026. At this meeting, shareholders voted on director elections and three additional proposals described in the April 16, 2026 meeting notice.

How did Caleres (CAL) director nominees perform in the 2026 vote?

Each Caleres director nominee received substantially more votes "For" than "Withheld." For example, Brenda C. Freeman received 23,913,899 votes "For" and 244,396 "Withheld," with 2,410,093 broker non-votes recorded in the tabulation.

What were the overall results for one key Caleres (CAL) shareholder proposal?

One proposal received 26,291,899 votes "For," 213,627 "Against" and 62,862 "Abstaining." The large margin between "For" and "Against" votes indicates strong shareholder support for that specific item.

Did any Caleres (CAL) proposals involve broker non-votes in 2026?

Yes. Several items showed broker non-votes in the results. For one proposal, the tally was 22,550,026 "For," 1,537,538 "Against," 70,731 "Abstaining" and 2,410,093 broker non-votes, reflecting shares present but not voting on that matter.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 28, 2026

CALERES, INC.

(Exact name of registrant as specified in its charter)

New York	1-2191	43-0197190
(State or other jurisdiction of
incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


8300 Maryland Avenue St. Louis, Missouri		63105
(Address of principal executive offices)		(Zip Code)

(314) 854-4000

(Registrant’s telephone number, including area code)

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):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

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

Exhibit Number		Description
3.1		Bylaws, effective May 28, 2026
10.1		Caleres, Inc. Incentive and Stock Compensation Plan of 2026, incorporated herein by reference to Exhibit A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on Schedule 14A on April 16, 2026
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.
		(Registrant)


Date: May 28, 2026		/s/ Thomas C. Burke
		Thomas C. Burke
		Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents