CALERES INC : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2022, the Company's shareholders, upon recommendation of the Board, approved the Company's Incentive and Stock Compensation Plan of 2022 (the "Plan"). The objectives of the Plan are to: (i) attract, retain and motivate participants through annual and long-term incentives which are consistent with the Company's goals; (ii) align the personal interests of participants to those of the Company's shareholders; (iii) provide participants with an incentive for excellence in individual performance; and (iv) increase Company shareholder value, long-term. The Company has the ability to grant awards for up to 1,993,963 shares under the Plan, consisting of 1,025,000 shares approved under this Plan and 968,963 shares remaining under the Company's Incentive and Stock Compensation Plan of 2017 ("2017 Plan") that were converted to shares available under the Plan. In addition, any shares related to an award granted under the Company's Incentive and Stock Compensation Plan of 2011 or the 2017 Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares, are settled in cash in lieu of shares, or are exchanged with the Compensation Committee's permission, prior to the issuance of shares, for awards not involving shares shall be available for grant under the Plan.

For a description of the material terms and conditions of the Plan, see " Proposal 3: Approval of the Company's Incentive and Stock Compensation Plan of 2022 " in the Company's definitive proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on Schedule 14A on April 14, 2022, which is incorporated herein by reference. The description of the Plan contained in the Proxy Statement are qualified in its entirety by reference to the full text of the Plan, a copy of which is included hereto as Exhibit 10.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 26, 2022, 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 26, 2022. The Bylaws, as amended and effective May 26, 2022, are included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on May 26, 2022, three proposals described in the Notice of Annual Meeting of Shareholders dated April 14, 2022, were voted upon:

The shareholders elected 7 directors, Lisa A. Flavin, Brenda C. Freeman, Lori 1. H. Greeley, Ward M. Klein, Steven W. Korn, Diane M. Sullivan and Bruce K.

Thorn, each for a term of one year. The voting for each director was as

   follows:


Directors            For     Withheld  Broker Non-Votes

Lisa A. Flavin 28,399,517 406,310 2,665,790 Brenda C. Freeman 26,690,438 2,115,389 2,665,790 Lori H. Greeley 28,430,098 375,729 2,665,790 Ward M. Klein 28,116,220 689,607 2,665,790 Steven W. Korn 28,197,974 607,853 2,665,790 Diane M. Sullivan 27,940,195 865,632 2,665,790 Bruce K. Thorn 28,548,915 256,912 2,665,790

The following directors have terms of office that continue after the meeting: Mahendra R. Gupta, Carla C. Hendra and Wenda Harris Millard.

2. The shareholders ratified the appointment of our independent registered public

accountants, Ernst & Young LLP. The voting was as follows:

   For     Against Abstaining
30,918,207 506,667   46,743

3. The shareholders approved the Company's Incentive and Stock Compensation Plan

of 2022. The voting was as follows:

   For      Against  Abstaining Broker Non-Votes
27,426,880 1,158,779  220,168      2,665,790

4. The shareholders approved the advisory resolution regarding executive

compensation ("say on pay"). The voting was as follows:

   For      Against  Abstaining Broker Non-Votes
26,827,631 1,776,662  201,534      2,665,790

Item 9.01 Financial Statements and Exhibits

 (d)   Exhibits

  Exhibit Number       Description
       3.1               Bylaws, effective May 26, 2022
       10.1              Caleres, Inc. Incentive and Stock Compensation Plan of 2022,
                       incorporated herein by reference to Exhibit A to the Company's
                       Proxy Statement filed with the Securities and Exchange
                       Commission on Schedule 14A on April 14, 2022.
                       Cover Page Interactive Data File (embedded within the Inline
       104             XBRL document)

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