Caleres amends bylaws to reduce board size from 12 to 11, shareholders elect directors and approve say-on-pay

CALERES INC

Board amended Article II, Section 1 of Bylaws to decrease number of directors from twelve to eleven, effective May 22, 2025.
Shareholders elected 11 directors: Flavin, Freeman, Gendreau, Greeley, Gupta, Klein, Korn, Langenstein, Millard, Schmidt, Thorn.
Ratified Ernst & Young as independent auditors with 28,200,124 votes for.
Approved advisory say-on-pay resolution with 22,532,100 votes for.
Broker non-votes were 3,850,065 on director elections and say-on-pay.

item 5.03 item 5.07 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CALERES INC: Decreased the number of directors from twelve to eleven (effective 2025-05-22).

Change: bylaw amendment
Effective: 2025-05-22

Exact text from the filing

On May 22, 2025, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from twelve to eleven, effective May 22, 2025.

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Source: SEC EDGAR

accession 0000014707-25-000029

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