Caleres, Inc. Files 8-K on Corporate Governance Updates

Ticker: CAL · Form: 8-K · Filed: 2025-05-23T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, filing, bylaws

TL;DR

Caleres filed an 8-K updating its bylaws and reporting on shareholder votes and financials.

AI Summary

On May 22, 2025, Caleres, Inc. filed an 8-K report detailing changes to its corporate structure and governance. The filing indicates amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. This report serves as an update on the company's formal corporate actions and disclosures.

Why It Matters

This filing provides crucial updates on Caleres' corporate governance and formal proceedings, which can impact investor confidence and regulatory compliance.

Risk Assessment

Risk Level: low — The filing is routine and relates to corporate governance and disclosures, not significant financial events or operational changes.

Key Players & Entities

FAQ

What specific amendments were made to Caleres' Articles of Incorporation or Bylaws?

The filing indicates amendments were made, but the specific details of these amendments are not provided in the summary text of the 8-K.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.

What financial statements and exhibits are being filed?

The filing confirms the submission of financial statements and exhibits, but the specific content of these documents is not elaborated upon in the summary.

What is the company's fiscal year end?

Caleres, Inc.'s fiscal year ends on January 31st (0131).

What was Caleres, Inc. formerly known as?

Caleres, Inc. was formerly known as BROWN SHOE CO INC, BROWN SHOE CO INC/, and BROWN GROUP INC.

From the Filing

0000014707-25-000029.txt : 20250523 0000014707-25-000029.hdr.sgml : 20250523 20250523105400 ACCESSION NUMBER: 0000014707-25-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250522 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250523 DATE AS OF CHANGE: 20250523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALERES INC CENTRAL INDEX KEY: 0000014707 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] ORGANIZATION NAME: 04 Manufacturing EIN: 430197190 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02191 FILM NUMBER: 25979891 BUSINESS ADDRESS: STREET 1: 8300 MARYLAND AVE STREET 2: P O BOX 29 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544000 MAIL ADDRESS: STREET 1: P O BOX 29 CITY: ST LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: BROWN SHOE CO INC DATE OF NAME CHANGE: 20030613 FORMER COMPANY: FORMER CONFORMED NAME: BROWN SHOE CO INC/ DATE OF NAME CHANGE: 19990528 FORMER COMPANY: FORMER CONFORMED NAME: BROWN GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 cal-20250522x8k.htm 8-K 0000014707 false --01-31 0000014707 2025-05-22 2025-05-22 ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 22, 2025 CALERES, INC. ( Exact name of registrant as specified in its charter) ​ New York    1-2191    43-0197190 (State or other jurisdiction of   ​   ​ incorporation or organization) ​ (Commission File Number) ​ (IRS Employer Identification Number) ​ 8300 Maryland Avenue St. Louis , Missouri      63105 (Address of principal executive offices)   (Zip Code) ​ ( 314 ) 854-4000 (Registrant’s telephone number, including area code) 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 ( see General Instruction A.2. below): ​ ​ ​ ​ ☐ 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 Common Stock - par value of $0.01 per share CAL New York Stock Exchange ​ Indicate by check mark whether the registrant is an emerging growth company 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. ☐ ​ ​ ​ Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 22, 2025, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from twelve to eleven, effective May 22, 2025. The Bylaws, as

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