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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):
 
March 28, 2022
 
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 5.01. Changes in Control of Registrant.
As a result of recent repurchases of the Class A Common Stock of The Cato
 
Corporation (“we,” “us” or
the “Company”) occurring between March 22, 2022 and March 29, 2022 pursuant
 
to the Company’s
stock repurchase program that have reduced the total outstanding shares of
 
our Class A Common Stock to
19,516,462 as of March 29, 2022, Mr. John P.D.
 
Cato, Chairman, President and Chief Executive Officer
of the Company and the largest shareholder of the Company, now beneficially owns 50.2% of the
outstanding voting power of our common stock, which includes both our Class
 
A Common Stock and
Class B Common Stock.
 
As disclosed by Mr. Cato in a Schedule 13G filed with the Securities and
Exchange Commission on
 
March 30, 2022, as of March 29, 2022, Mr. Cato beneficially owns 1,004,232
shares of Class A Common Stock, which are entitled to one vote per
 
share, and 1,763,652 shares of Class
B Common Stock, which are entitled to ten votes per share.
 
These shares reported as beneficially owned
by Mr. Cato include 21,147 shares of Class A Common Stock and 3,000 shares of Class B Common
 
stock
held by Mr. Cato’s wife, with respect to which he has disclaimed beneficial ownership.
 
For as long as Mr. Cato continues to beneficially own more than 50% of the Company’s voting power for
the election of directors, the Company may qualify for exemption
 
as a “controlled company” from
compliance with certain corporate governance rules of the New York Stock Exchange relating to director
independence, including the requirements that we have a majority of
 
independent directors on our Board,
an independent compensation committee and an independent corporate governance
 
and nominating
committee.
 
Mr. Cato has indicated that he has no current intention to propose or request that the
Company cease complying with these independence requirements, and
 
to date no such proposal or request
has been made to the Board of Directors for consideration.
Except as described herein, there are no arrangements or undertakings
 
known to us between Mr. Cato and
his associates and the Board of Directors or any other shareholders of the Company
 
with respect to
election of directors of the Company or other matters relating to the Company. Additionally, there are no
arrangements known to us, including any pledge by any person of securities
 
of the Company, the
operation of which may at a subsequent date result in a change in control
 
of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 Cover page Interactive Data File (embedded within Inline XBRL document)
 
 
 
 
 
 
3
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
March 31, 2022
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
March 31, 2022
/s/ Charles D. Knight
Date
Charles D. Knight
 
Executive Vice President
Chief Financial Officer
 
 
4
Exhibit Index
 
Exhibit
Exhibit
No.
104
 
Cover page Interactive Data File (embedded
within Inline XBRL document)
104