8-K

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) December 2, 2020 (December 2, 2020)

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

On December 2, 2020, Caleres, Inc. (the “Company”) announced that John W. Schmidt, the Company’s Division President, Brand Portfolio has been appointed as President of the Company, effective immediately. In connection with his appointment, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved a grant to Mr. Schmidt of 66,500 shares of restricted stock, which will vest 50% on the second anniversary and 50% on the third anniversary of the grant date. Diane M. Sullivan, will continue to serve as the Company’s Chairman of the Board and Chief Executive Officer following Mr. Schmidt’s appointment. Information regarding Mr. Schmidt’s prior business experience is described in the section titled, “Information About Our Executive Officers” of the Company’s annual report on Form 10-K for the year ended February 1, 2020, filed on March 31, 2020, and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On December 2, 2020, the Company issued a press release (the “Press Release”) announcing Mr. Schmidt’s appointment. A copy of the Press Release is being filed as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated December 2, 2020
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:  December 2, 2020	/s/ Thomas C. Burke
	Thomas C. Burke
	Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

News	Investor Contact: Logan Bonacorsi lbonacorsi@caleres.com
	Media Contact: Kelly Malone kmalone@caleres.com

Caleres Announces Strategic Changes to Organizational and Leadership Structure

Jay Schmidt named President – assumes responsibility for entire Caleres portfolio

Caleres and industry veterans tapped to lead brand divisions

Willis Hill to lead digital business acceleration team

ST. LOUIS, December 2, 2020 – Caleres (NYSE: CAL), a diverse portfolio of consumer-driven footwear brands, today announced several transformational changes to its leadership structure that will ensure greater alignment with its strategic direction, accelerate its growth initiatives, unlock the power of its portfolio of brands and drive sustainable, long-term value for its shareholders.

“This transformation will drive a renewed, consumer-focused approach that will combine the knowhow of our internal resources with the fresh ideas of new industry talent and draw on the strengths of our entire portfolio in the most efficient and value-creating way possible,” said Diane Sullivan, Chairman and Chief Executive Officer. “As we continue to execute on our strategy, it is essential that we position Caleres to capture the growth opportunities we see in this rapidly evolving market environment. This next step will strengthen our significant competencies in product creation, assortment development and brand power; and to leverage the substantial investments we’ve made, and the progress achieved in our digital capabilities and ecommerce platform.”

This transition combines the organization’s operating divisions under a unified structure for growth–strengthening consumer engagement, expanding consumer insights, advancing robust brand goals and awareness, harnessing creativity and furthering innovation.

“At this point in Caleres’ evolution, it’s extremely important that we aggressively manage our business and that we position our strongest leaders to focus on our most important opportunities to advance growth initiatives across the portfolio,” said Sullivan.

To that end, Jay Schmidt has been named president of the company, effective immediately. As president, Schmidt will assume responsibility for all of the consumer and brand strategy for Caleres’ entire portfolio, which includes Famous Footwear, Allen Edmonds, Dr. Scholl’s, Naturalizer, Sam Edelman and Vionic, among others. Schmidt most recently held the position of Division President, Caleres Brand Portfolio, where he has added to his already-strong portfolio knowledge. Prior to joining the company in 2009, Schmidt spent more than 25 years developing his extensive merchandising, portfolio management and brand marketing experience. He spent ten years with

Nine West Group in several capacities and held positions of increasing responsibility with Lord & Taylor, May Merchandising Corporation and Macy’s. He holds a bachelor’s degree in commerce and marketing from the University of Virginia.

“Jay is a strategic and innovative leader, merchant at his core, cultural steward, and the ideal person to step into the president’s role,” said Sullivan. “He is one of a few people who can combine his extensive expertise with his strong vision around product creation and brand development, all while keeping the customer at the very center of his focus.”

Additionally, Caleres announced several other changes to the portfolio’s leadership structure – tapping both internal and external talent to support and implement its strategy.

Lydia Park Luis joins Caleres as president, Brand Portfolio-New York Group, and will have responsibility for the company’s international business. Luis was most recently Chief Executive Officer of Jack Rogers where she oversaw rebranding and reorganization of the 60-year-old footwear brand. Prior to Jack Rogers, she was Chief Commercial Officer of Rag & Bone and held leadership positions at Tory Burch, where she led the U.S. wholesale business and international operations and licensing. The strength of her brand and international experience will be a valuable addition to the organization as it works to build and grow demand brands within its portfolio, in the U.S. and abroad.

Keith Duplain has been promoted to president, Brand Portfolio-St. Louis Group. Duplain has been with Caleres for 15 years and has more than two decades of experience within the industry. Duplain’s creative spirit and change-oriented mindset positions him well for this new role and greater level of responsibility. For example, Duplain played an instrumental role in reconceptualizing and growing Caleres’ Dr. Scholl’s brand and, more recently, has been leading the organization’s sustainability efforts.

As previously disclosed, effective November 20, 2020, Michael Edwards was named president, Famous Footwear leading Caleres’ largest brand.

“Luis, Duplain and Edwards, in combination with the outstanding leadership of Sam Edelman and Chris Gallagher, will create an even more powerful team as we continue to drive our consumer and brand strategy moving forward,” said Sullivan.

Furthermore, the company has formed a new, digital acceleration team in order to optimize resources, leverage its capabilities and take full advantage of the significant growth in its ecommerce business, which has become an increasingly important part of Caleres’ business and a key focus area for the company.

Willis Hill, Caleres’ senior vice president and chief information officer, has been entrusted to assemble the core digital team, formulate a strategy, execute the plan and drive further ecommerce growth across the entire portfolio. This team, led by Hill, will drive the organization’s digital efforts to meet the evolving needs of the consumer. Together, they will lead the company’s collective digital

strategy to leverage its previous investments, build competitive differentiation, align our business with consumer preferences, and accelerate digital growth across the organization. Hill has been with Caleres for 12 years – holding positions of increasing responsibility within the organization – contributing meaningfully to the development of the company’s digital and technology platform.

“We have a tremendously talented and highly creative team at Caleres, and I’m excited about driving still greater value for our consumers and shareholders going forward,” said Sullivan. “Caleres has a diversified and powerful portfolio upon which to build, and I am confident in the team’s ability to realize the full potential of the portfolio, develop products that resonate and offer footwear that satisfies and delights the consumer – when, where and how they want to shop.”

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XML

Document and Entity Information	Dec. 02, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 02, 2020
Entity File Number	1-2191
Entity Registrant Name	CALERES, INC.
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	43-0197190
Entity Address, Address Line One	8300 Maryland Avenue
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	854-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - par value of $0.01 per share
Trading Symbol	CAL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000014707
Amendment Flag	false