Caleres Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: CAL · Form: DEF 14A · Filed: 2024-04-11T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Caleres Inc., Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>Caleres Inc. has submitted its Definitive Proxy Statement (DEF 14A) for the fiscal year ending February 3, 2024, detailing executive compensation and financial reporting.</b>

AI Summary

CALERES INC (CAL) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Caleres Inc. filed a DEF 14A form on April 11, 2024. The filing pertains to the fiscal year ending February 3, 2024. The company was formerly known as Brown Shoe Co Inc. The filing includes details on executive compensation and equity awards. Key dates related to fiscal years 2020-2023 are referenced.

Why It Matters

For investors and stakeholders tracking CALERES INC, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation, which can influence investor sentiment and proxy voting decisions. The DEF 14A outlines the company's governance practices and financial performance metrics, offering insights into management's strategy and alignment with shareholder interests.

Risk Assessment

Risk Level: low — CALERES INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not inherently contain new material risks beyond those typically disclosed.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to inform proxy voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did CALERES INC file this DEF 14A?

CALERES INC filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CALERES INC (CAL).

Where can I read the original DEF 14A filing from CALERES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CALERES INC.

What are the key takeaways from CALERES INC's DEF 14A?

CALERES INC filed this DEF 14A on April 11, 2024. Key takeaways: Caleres Inc. filed a DEF 14A form on April 11, 2024.. The filing pertains to the fiscal year ending February 3, 2024.. The company was formerly known as Brown Shoe Co Inc..

Is CALERES INC a risky investment based on this filing?

Based on this DEF 14A, CALERES INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not inherently contain new material risks beyond those typically disclosed.

What should investors do after reading CALERES INC's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to inform proxy voting decisions. The overall sentiment from this filing is neutral.

How does CALERES INC compare to its industry peers?

Caleres Inc. operates in the footwear industry, a sector influenced by consumer spending, fashion trends, and supply chain dynamics.

Are there regulatory concerns for CALERES INC?

As a publicly traded company, Caleres Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

Caleres Inc. operates in the footwear industry, a sector influenced by consumer spending, fashion trends, and supply chain dynamics.

Regulatory Implications

As a publicly traded company, Caleres Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze the executive compensation structure and any proposed changes.
  2. Review the company's governance policies and director nominations.
  3. Evaluate any shareholder proposals and the company's recommendations.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document. Specific comparative financial data from the previous filing is not detailed within this document's header information.

Filing Stats: 4,592 words · 18 min read · ~15 pages · Grade level 11.7 · Accepted 2024-04-11 16:05:49

Key Financial Figures

Filing Documents

Executive Compensation Program

Executive Compensation Program 33 Culture, Compensation and People Committee Report 46

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 47 Summary Compensation 47 Grants of Plan-Based Awards 48 Outstanding Equity Awards at Fiscal Year-End 50 Option Exercises and Stock Vested 51 Retirement Plans 51 Non-Qualified Deferred Compensation 53 Payments on Termination and Change in Control 54 CEO Pay Ratio 61 Pay Versus Performance 62 PROPOSAL 3 — Approval, by Non-Binding Advisory Vote, of the Company's Executive Compensation 66 OTHER MATTERS 67 Shareholder Proposals for the 2025 Annual Meeting 67 ANNEX 1 — Reconciliation of Adjusted Results (Non-GAAP) A-1 Caleres|2024 Proxy Statementi Table of Contents PROXY STATEMENT SUMMARY This summary highlights certain information relating to the items being voted on that can be found in greater detail elsewhere in this proxy statement. For additional information about these topics, shareholders should read the entire proxy statement before voting. 2024 Annual Meeting of Shareholders May 23, 2024 10:30 A.M., Central Time Caleres, Inc. 8300 Maryland Avenue St. Louis, Missouri 63105 Voting Matters Your vote is very important to us. Whether or not you plan to attend the 2024 annual meeting, we urge you to vote and submit your proxy on all of the proposals to ensure that your shares are represented. Proposal Board Recommendation For more information, see page Proposal 1 — Election of Directors. FOR each nominee 21 Proposal 2 — Ratification of Ernst & Young LLP as the Company's independent registered public accountants. FOR 29 Proposal 3 — Approval, by non-binding advisory vote, of the Company's executive compensation FOR 66 Financial Highlights for 2023 Caleres delivered a strong operational and financial performance in 2023. While sales and earnings retracted modestly from record-setting results last year, we made progress on a number of strategic initiatives that set the stage for future growth. Our earnings per diluted share of $4.80 was more than dou

Executive Compensation Program Highlights

Executive Compensation Program Highlights The following table summarizes certain executive compensation practices that we have implemented to reward performance without encouraging inappropriate or excessive risk-taking and align executives' interests with shareholders' interests, as well as practices that we avoid because we do not believe they would serve the long-term interest of the shareholders. What We Do The vast majority of pay is variable or "at risk", i.e., performance-based or equity-based or both. We include challenging performance objectives in annual and long-term incentive awards that encourage value creation for shareholders. We cap annual incentive and long-term performance award payouts at 200% of target. We utilize an independent compensation consultant. We maintain significant stock ownership requirements (6x base salary for CEO). We generally provide for three-year performance periods/vesting in long-term awards. We provide limited perquisites with reasonable business rationale. We regularly assess the risk-reward balance of our compensation programs. We include clawback provisions in our key compensation programs and our executive officers are subject to a compensation recovery policy in the event of certain misstatements. What We Don't Do XWe prohibit hedging, pledging, or short sales of Company stock by directors and executive officers. XNo single trigger provisions for cash severance. XWe do not provide cash severance payments exceeding 2x salary and target annual incentive award (plus prorated bonus for year of termination, if earned). XWe no longer provide change of control excise tax gross-ups to executive officers. XWe prohibit repricing or replacing underwater stock options or stock appreciation rights. 4Caleres|2024 Proxy Statement Table of Contents PROXY STATEMENT FOR THE CALERES, INC. 2024 ANNUAL MEETING OF SHAREHOLDERS INFORMATION ABOUT THE ANNUAL MEETING Why have these proxy materials been made avail

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