8-K
filed March 15, 2023, 7:59 PM ET
ticker CAL
CIK 0000014707
other material
confidence high
sentiment neutral
materiality 0.10
Caleres amends bylaws to update proxy rules and meeting procedures
CALERES INC
- Board may postpone, reschedule, or cancel shareholder meetings (Art. I, Sec. 1 & 3).
- Only Board can use white proxy cards for solicitation (Art. I, Sec. 6).
- Enhanced disclosure requirements for shareholder nominations and proposals under universal proxy rules (Art. I, Sec. 9, Art. II, Sec. 8).
- Chair's powers clarified; proxies from shareholders failing Rule 14a-19 may be disregarded (Art. I, Sec. 11).
- Amendments effective March 9, 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CALERES INC: Amended to clarify Board's ability to postpone, reschedule, or cancel shareholder meetings (effective 2023-03-09).
- Change
- bylaw amendment
- Effective
- 2023-03-09
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CALERES INC: Amended to clarify Chair's powers and treatment of proxies failing Rule 14a-19 requirements (effective 2023-03-09).
- Change
- bylaw amendment
- Effective
- 2023-03-09
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CALERES INC: Amended to enhance procedural mechanics and disclosure for shareholder nominations and proposals, including universal proxy rules (effective 2023-03-09).
- Change
- bylaw amendment
- Effective
- 2023-03-09
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CALERES INC: Amended to clarify that only the Board may use white proxy cards (effective 2023-03-09).
- Change
- bylaw amendment
- Effective
- 2023-03-09
Exact text from the filing
Article I, Section 6 has been amended to clarify that only the Board may use white proxy cards in the solicitation of proxies.
View on SEC.gov
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