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 31, 2019
(May 30, 2019)
CALERES, INC.
( Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)  
 
 
 
1-2191
(Commission File Number)
43-0197190
(IRS Employer Identification Number)
 
 
8300 Maryland Avenue
St. Louis, Missouri
(Address of principal executive offices)
63105
(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 o

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. o





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

At the Annual Meeting of Shareholders held on May 30, 2019, three proposals described in the Notice of Annual Meeting of Shareholders dated April 18, 2019, were voted upon:

1.  
The shareholders elected 4 directors, Ward M. Klein, Steven W. Korn, W. Patrick McGinnis and Diane M. Sullivan, each for a term of three years, and 1 director, Lisa A. Flavin, for a term of two years. The voting for each director was as follows:

Directors
For
Withheld
Broker Non-Votes
Ward M. Klein
33,413,917
3,137,426
1,705,197
Steven W. Korn
33,659,269
2,892,074
1,705,197
W. Patrick McGinnis
33,486,751
3,064,592
1,705,197
Diane M. Sullivan
32,482,042
4,069,301
1,705,197
Lisa A. Flavin
36,384,738
166,605
1,705,197

The following directors have terms of office that continue after the meeting: W. Lee Capps III, Carla Hendra, Patricia G. McGinnis, Wenda Harris Millard, Brenda C. Freeman, Lori H. Greeley, and Mahendra R. Gupta.

2.  
The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows:

For
Against
Abstaining
37,557,812
660,407
38,321

3.  
The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows:

For
Against
Abstaining
Broker Non-Votes
32,546,025
3,723,348
281,970
1,705,197








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.
 
 
Date:  May 31, 2019
By:  /s/ Thomas C. Burke
 
Thomas C. Burke
 
Vice President, General Counsel and Secretary




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