UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 15, 2023 (
(Exact name of registrant as specified in its charter)
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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 |
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 March 9, 2023, the Board of Directors (the “Board”) of Caleres, Inc. (the “Company”) adopted the following amendments to the Company’s Bylaws, effective as of the same date:
| ● | Article I, Sections 1 and 3 have been amended to clarify that the Board may postpone, reschedule, or cancel any annual or special meetings of the shareholders. |
| ● | Article I, Section 6 has been amended to clarify that only the Board may use white proxy cards in the solicitation of proxies. |
| ● | Article I, Section 9 and Article II, Section 8 have been amended to enhance certain procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of shareholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the ”Exchange Act”)), including to address matters relating to the “universal proxy rules” in Rule 14a-19 under the Exchange Act. |
| ● | Article I, Section 11 has been amended to clarify certain powers of the Chair in the conduct of meetings of the shareholders and to specify the treatment of proxies or votes solicited by shareholders who fail to satisfy the requirements Rule 14a-19 under the Exchange Act. |
The Bylaws, as amended, also incorporate certain clarifying, ministerial, non-substantive and conforming changes. The Bylaws, as amended, are included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
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Exhibit Number | Description | ||
3.1 | |||
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.
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| CALERES, INC. |
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| (Registrant) |
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Date: March 15, 2023 | /s/ Thomas C. Burke | |
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| Thomas C. Burke |
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| Senior Vice President, General Counsel and Secretary |