Item 5.02. Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Caleres, Inc. (the "Company") previously announced that John W. Schmidt will
become the Company's Chief Executive Officer as of January 15, 2023 (the
"Effective Date") when Diane M. Sullivan will retire as Chief Executive Officer
and will assume the role of Executive Chairman. On December 8, 2022, the Board
of Directors of the Company elected John W. Schmidt to fill a vacancy on the
Board of Directors effective as of the Effective Date. Mr. Schmidt's term will
expire at the Company's 2023 annual meeting of shareholders or when his
successor has been duly elected and qualified. Mr. Schmidt was not appointed to
any committees of the Board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 8, 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 as of the same date. The Bylaws, as amended, 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 December 8, 2022
Cover Page Interactive Data File (embedded within the Inline
104 XBRL document)
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