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Published: 2023-05-22 00:00:00 ET
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cato-20230531
FALSE 0000018255 0000018255 2023-05-18 2023-05-18
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
 
Form
8-K
CURRENT REPORT PURSUANT
 
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
 
May 18, 2023
 
THE CATO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
1-31340
56-0484485
(State or Other Jurisdiction
of
 
Incorporation
(Commission
File Number)
(IRS Employer
Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
(Address of Principal Executive Offices)
28273-5975
(Zip Code)
(704)
554-8510
(Registrant’s Telephone
 
Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check
 
the
 
appropriate
 
box
 
below
 
if
 
the
 
Form
 
8-K
 
filing
 
is
 
intended
 
to
 
simultaneously
 
satisfy
 
the
 
filing
 
obligation
 
of
 
the
 
registrant
under any of the following provisions:
 
☐
 
Written communications pursuant to Rule 425
 
under the Securities Act (17 CFR 230.425)
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
 
-12)
 
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
 
Act (17 CFR 240.14d-2(b))
 
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
 
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company
 
as defined in as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
 
(§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company,
 
indicate by check mark if the registrant has elected not to use the extended
 
transition period for
complying with any new or revised financial accounting standards provided
 
pursuant to Section 13(a) of the Exchange Act.
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
THE CATO
 
CORPORATION
 
Item 2.02. Results of Operations and Financial Condition
On May 18, 2023, The Cato Corporation issued a press release regarding its financial
 
results for the first quarter
ending May 29, 2023. A copy of this press release is hereby incorporated as Exhibit 99.1
 
hereto.
Item 5.07. Submission of Matters to a Vote
 
of Security Holders.
On
 
May
 
18,
 
2023,
 
the
 
Registrant
 
held
 
its
 
Annual
 
Meeting.
 
The
 
following
 
are
 
the
 
voting
 
results
 
on
 
each
 
matter
submitted to the Registrant’s
 
stockholders at the
 
Annual Meeting. The
 
proposals below are described
 
in detail in the
Proxy Statement.
 
At the Annual Meeting, the three nominees for director
 
were elected to the Registrant’s Board
 
of Directors (Proposal
1 below).
 
In
 
addition,
 
management’s
 
proposal
 
regarding
 
the
 
Company’s
 
executive
 
compensation
 
was
 
approved
 
(Proposal
 
2
below).
In addition, to
 
hold an
 
advisory (non-binding)
 
vote on
 
how often
 
a shareholder
 
vote on
 
“say on
 
pay” is
 
held every
one year, two years or three years.
 
 
In
 
addition,
 
management’s
 
proposal
 
regarding
 
the
 
selection
 
of
 
PricewaterhouseCoopers
 
LLP
 
as
 
the
 
Company’s
independent registered public
 
accounting firm for
 
the fiscal year ending
 
January 28, 2023
 
was approved (Proposal
 
3
below).
 
Summary of Voting
 
By Proposal
 
1. To
 
elect Dr. Pamela L.
 
Davies, Thomas B. Henson and
 
Bryan F.
 
Kennedy, each
 
for a term expiring in
 
2026 and
until their successors are elected and qualified. Votes
 
recorded, by nominee, were as follows:
 
 
 
 
 
 
 
 
Nominee
 
 
For
 
 
Abstain
 
Broker
Non-Votes
Dr. Pamela L Davies
 
23,657,559
 
5,244,500
 
5,014,557
Thomas B. Henson
25,137,017
3,765,042
5,014,557
Bryan F. Kennedy
 
23,247,410
 
5,654,649
 
5,014,557
 
2. To
 
approve, on
 
an advisory basis,
 
the Company’s
 
executive compensation.
 
The Company’s
 
shareholders voted
to approve
 
this proposal
 
with 22,466,145
 
for and
 
6,346,566
 
votes against.
 
There
 
were 89,348
 
abstentions and
5,014,557 Broker non-votes.
3.
 
In addition,
 
to
 
hold
 
an advisory
 
(non-binding)
 
vote
 
on
 
how often
 
a
 
shareholder
 
vote
 
on
 
“say on
 
pay”
 
is
 
held
every one
 
year,
 
two
 
years or
 
three
 
years.
 
The
 
Company’s
 
shareholders
 
voted:
 
7,280,231
 
for
 
every one
 
year,
66,409 for every two
 
years, and 22,466,145for
 
every three years.
 
There were 66,887
 
abstentions and 5,014,557
Broker non-votes.
 
In
 
light
 
of
 
the
 
voting
 
results
 
with
 
respect
 
to
 
the
 
frequency
 
of
 
advisory
 
votes
 
on
 
executive
 
compensation,
 
the
Company’s
 
board of
 
directors has
 
determined that
 
the Company
 
currently intends
 
to hold
 
an advisory
 
vote on
the
 
compensation
 
of
 
our
 
named
 
executive
 
officers
 
every
 
three
 
years
 
until
 
the
 
next
 
required
 
vote
 
on
 
the
frequency of advisory votes on executive compensation.
 
 
4. To
 
approve, to
 
ratify the
 
selection
 
of PricewaterhouseCoopers
 
LLP as
 
the Company’s
 
independent
 
registered
public
 
accounting
 
firm
 
for
 
the
 
fiscal
 
year
 
ending
 
February
 
3,
 
2024.
 
The
 
Company’s
 
shareholders
 
voted
 
to
approve this proposal with 33,653,005 for and 102,207 votes against. There
 
were 161,404 abstentions.
 
 
3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)
 
 
 
 
4
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
 
Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
 
authorized.
 
THE CATO
 
CORPORATION
May 22, 2023
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
May 22, 2023
/s/ Charles D. Knight
Date
Charles D. Knight
 
Executive Vice President
Chief Financial Officer
 
 
5
Exhibit Index
 
Exhibit
Exhibit
No.
99.1
104
 
Cover page Interactive Data File (embedded within Inline
XBRL document)
104