Caleres reduces board size from 11 to 10; shareholders re-elect all directors and approve compensation plan

CALERES INC

Board amended Bylaws to decrease number of directors from 11 to 10, effective May 28, 2026.
All 10 director nominees re-elected for one-year terms; each received >23.8M votes for.
Shareholders ratified Ernst & Young as independent auditor with 26.3M for, 213.6K against.
Incentive and Stock Compensation Plan of 2026 approved; 22.55M for, 1.54M against.
Advisory say-on-pay resolution passed with 23.51M for, 488.7K against.

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: Board of Directors amended Article II, Section 1 of the Bylaws to decrease the number of directors from eleven to ten (effective 2026-05-28).

Change: bylaw amendment
Effective: 2026-05-28

Exact text from the filing

On May 28, 2026, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from eleven to ten, effective May 28, 2026.

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

CALERES INC shareholders approved Approval of the Company’s Incentive and Stock Compensation Plan of 2026. at the 2026-05-28 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2026-05-28

Exact text from the filing

3. The shareholders approved the Company’s Incentive and Stock Compensation Plan of 2026.

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

CALERES INC shareholders approved Ratification of appointment of independent registered public accountants, Ernst & Young LLP. at the 2026-05-28 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-28

Exact text from the filing

2. The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP.

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

CALERES INC shareholders approved Election of 10 directors: Lisa A. Flavin, Brenda C. Freeman, Kyle F. Gendreau, Lori H. Greeley, Mahendra R. Gupta, Ward M. Klein, Molly Langenstein, Wenda Harris Millard, John W. Schmidt and Bruce K. Thorn, each for a term of one year. at the 2026-05-28 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-28

Exact text from the filing

1. The shareholders elected 10 directors, Lisa A. Flavin, Brenda C. Freeman, Kyle F. Gendreau, Lori H. Greeley, Mahendra R. Gupta, Ward M. Klein, Molly Langenstein, Wenda Harris Millard, John W. Schmidt and Bruce K. Thorn, each for a term of one year.

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CALERES INC filing history →

Source: SEC EDGAR

accession 0000014707-26-000070

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