Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2022, Caleres, Inc. (the "Company"), based on a recommendation of
the Governance and Nominating Committee, elected Bruce K. Thorn to fill a
vacancy on the Board of Directors that resulted when the Bylaws were amended to
change the number of directors from ten to eleven (as described in Item 5.03 of
this Form 8-K). Mr. Thorn was also appointed to the Compensation Committee of
the Board of Directors, effective March 10, 2022. His term will expire at the
Company's 2022 annual meeting of shareholders or when his successor has been
duly elected and qualified. There is no arrangement or understanding between Mr.
Thorn and any other person pursuant to which the Board of Directors selected Mr.
Thorn as a director, and Mr. Thorn has not participated in any "related
party-transactions" with the Company as set forth in Item 404(a) of Regulation
S-K. The Board of Directors has also determined that Mr. Thorn is "independent"
as defined under New York Stock Exchange and Securities and Exchange Commission
("SEC") rules and guidance as well as under the Board's Corporate Governance
Guidelines.
Mr. Thorn will be entitled to receive the same compensation for service as is
provided to other non-employee directors of the Company, as described under
"Compensation of Non-Employee Directors - Fiscal 2020 Director Compensation"
contained on page 15 of the Company's Proxy Statement dated and filed with the
SEC on April 15, 2021, which description is hereby incorporated by reference
herein, subject to any change in director compensation for the remainder of the
fiscal year as might subsequently be approved by the Board of Directors.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 10, 2022, the Board of Directors amended Article II, Section 1 of the
Company's Bylaws to increase the number of directors from ten to eleven,
effective March 10, 2022. The Bylaws, as amended and effective March 10, 2022,
are included as Exhibit 3.1 to this Current Report on Form 8-K and are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
3.1 Bylaws, effective March 10, 2022
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CALERES, INC. 
