CALERES INC : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, 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.

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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