Here are the DEF 14A proxy statements from Cato Corp (CATO) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow CATO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CATO filings page.
The Cato Corporation is asking shareholders to vote at its May 21, 2026 annual meeting in Charlotte, NC. Owners of 17,910,433 Class A shares (one vote each) and 1,763,652 Class B shares (ten votes each) as of March 23, 2026 may vote.
Shareholders are being asked to elect three directors (Pamela L. Davies, Thomas B. Henson and Bryan F. Kennedy), approve on an advisory basis the executive compensation program, and ratify PricewaterhouseCoopers LLP as independent auditor for the year ending January 30, 2027.
The proxy describes a controlled company structure with John P. D. Cato holding all Class B stock and 53.3% of total voting power, a largely independent board and standard NYSE-style committee governance. It highlights a pay-for-performance philosophy, heavy stock ownership requirements and no executive employment or change-in-control cash severance agreements.
In fiscal 2025, no annual bonuses or new equity awards were granted to named executives because performance thresholds were not met, so compensation consisted mainly of salary. CEO total pay was $1,486,624 with a disclosed CEO-to-median employee pay ratio of 100:1.