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Caleres updates bylaws, reports 2026 vote tallies

Caleres, Inc. reported governance updates from its May 28, 2026 Annual Meeting of Shareholders.

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."

Positive

  • None.

Negative

  • None.
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, or exhibit attachments filed with this report.
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
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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

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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)

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New York

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1-2191

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43-0197190

(State or other jurisdiction of

 

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incorporation or organization)

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(Commission File Number)

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(IRS Employer Identification Number)

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8300 Maryland Avenue St. Louis, Missouri

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63105

(Address of principal executive offices)

 

(Zip Code)

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(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):

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☐

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

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☐

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

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☐

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

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☐

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

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

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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

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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. ☐

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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:

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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

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2.

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

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​

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For

Against

Abstaining

26,291,899

213,627

62,862

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3.

The shareholders approved the Company’s Incentive and Stock Compensation Plan of 2026. The voting was as follows:

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​

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For

Against

Abstaining

Broker Non-Votes

22,550,026

1,537,538

70,731

2,410,093

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4.

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

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​

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For

Against

Abstaining

Broker Non-Votes

23,512,712

488,675

156,908

2,410,093

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Item 9.01.   Financial Statements and Exhibits

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(d)

Exhibits

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Exhibit Number

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Description

3.1

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Bylaws, effective May 28, 2026

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10.1

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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

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

 

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CALERES, INC.

 

 

(Registrant)

 

 

 

 

 

 

Date:  May 28, 2026

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/s/ Thomas C. Burke

 

 

Thomas C. Burke

 

 

Senior Vice President, General Counsel and Secretary

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Source: View Original Filing on SEC EDGAR

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