FALSE 0000018255 ☐ ☐ ☐ ☐ 0000018255 2021-05-20 2021-05-20
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
 
 
 
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 20, 2021
 
THE CATO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
1-31340
56-0484485
(State or Other Jurisdiction
of
 
Incorporation
(Commission
File Number)
(IRS Employer
Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
(Address of Principal Executive Offices)
28273-5975
(Zip Code)
(704)
554-8510
(Registrant’s Telephone
 
Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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:
 
 
☐
 
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
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging
 
growth company as defined in 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.
 
☐
 
 
 
 
 
 
2
 
THE CATO
 
CORPORATION
 
Item 2.02.
 
Results of Operations and Financial Condition.
 
On May 20, 2021, The Cato Corporation (the “Company”) issued a press release regarding its
financial results for the first quarter ending May 1, 2021.
 
A copy of this press release is
furnished as Exhibit 99.1 hereto.
 
Item 5.07.
 
Submission of Matters to a Vote
 
of Security Holders.
 
On May 20, 2021, the Registrant
 
held its Annual
 
Meeting.
 
The following
 
are the voting results
 
on
each matter
 
submitted
 
to the Registrant’s
 
stockholders
 
at the Annual
 
Meeting.
 
The proposals
 
below
are described
 
in detail
 
in the Proxy
 
Statement.
 
At the Annual Meeting, the three
 
nominees
 
for director were elected to the
 
Registrant’s
 
Board of
Directors
 
(Proposal
 
1 below).
 
In addition, management’s
 
proposal
 
to amend and
 
restate
 
the Cato Corporation
 
2013 Employee
Stock Purchase
 
Plan was
 
approved
 
(Proposal
 
2 below).
 
In addition, management’s proposal regarding
 
the Company’s executive compensation was
approved
 
(Proposal
 
3 below).
 
In addition,
 
management’s
 
proposal
 
regarding
 
the selection
 
of PricewaterhouseCoopers
 
LLP as the
Company’s independent registered public accounting firm
 
for the fiscal
 
year ending January 29,
2022 was
 
approved
 
(Proposal
 
4 below).
 
Summary
 
Of Voting By Proposal
 
1.
 
To elect John P.D. Cato, Thomas
 
E. Meckley
 
and Bailey
 
W. Patrick, each for
 
a term expiring
 
in
2024 and until their
 
successors
 
are elected
 
and qualified.
 
Votes recorded, by nominee, were as
follows:
 
 
Nominee
For
Abstain
Broker
 
Non-Votes
John P.D. Cato
33,028,710
301,255
3,347,114
Thomas E.
 
Meckley
32,694,837
635,128
3,347,114
Bailey
 
W. Patrick
28,642,601
4,687,364
3,347,114
 
2.
 
To consider
 
and vote
 
upon a
 
proposal to
 
amend and
 
restate The
 
Cato Corporation
 
2013
Employee Stock Purchase Plan.
 
The Company’s shareholders voted
 
to approve this proposal
with 33,160,165
 
votes for
 
and 148,184
 
votes against.
 
There were
 
21,616 abstentions
 
and
3,347,114 Broker non-votes.
 
3.
 
To approve,
 
on an advisory
 
basis, the Company’s
 
executive compensation.
 
The Company’s
shareholders voted to approve this
 
proposal with 24,992,869 for and 8,220,993
 
votes against.
 
There were 116,103 abstentions and 3,347,114 Broker non-votes.
 
3
 
 
4.
 
To approve,
 
to ratify the
 
selection of PricewaterhouseCoopers
 
LLP as the Company’s
independent registered
 
public accounting
 
firm for
 
the fiscal
 
year ending
 
January 29,
 
2022.
 
The Company’s shareholders voted to approve this proposal with 36,447,359 for and
 
118,581
votes against.
 
There were 111,139 abstentions.
Item 7.01.
 
Regulation FD Disclosure.
 
On May 20, 2021, The Cato Corporation issued a press release announcing the decision to
resume quarterly dividend declarations.
 
A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated by reference herein.
The information contained in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 104 – Cover Page Interactive Data File (embedded within Inline XBRL
document)
 
 
 
 
 
4
 
Signatures
 
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 thereunto duly
 
authorized.
 
 
THE CATO
 
CORPORATION
 
 
May 21, 2021
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
May 21, 2021
/s/ John R. Howe
Date
John R. Howe
Executive Vice President
Chief Financial Officer
 
 
 
 
 
5
 
Exhibit Index
 
Exhibit
Exhibit
No.
99.1
99.2
Exhibit 104 – Cover Page Interactive Data File
(embedded within Inline XBRL document)
104