Caleres Inc. Elects New Directors, Updates Executive Compensation

Ticker: CAL · Form: 8-K · Filed: 2025-09-15T00:00:00.000Z

Sentiment: neutral

Topics: governance, executive-compensation, board-changes

TL;DR

Caleres adds two directors and finalizes exec pay packages for Schottenstein & Seay.

AI Summary

Caleres Inc. announced on September 9, 2025, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Michael J. Edwards and Steven L. Zalesin, to its Board, effective immediately. Additionally, the company entered into new employment agreements with its President and CEO, Jay L. Schottenstein, and its Executive Vice President and CFO, Ken R. Seay, detailing their compensation packages.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance changes and executive compensation updates, which are common and generally do not indicate significant new risks.

Key Players & Entities

FAQ

Who were the new directors elected to Caleres Inc.'s Board?

Michael J. Edwards and Steven L. Zalesin were elected as new directors to the Caleres Inc. Board.

When were the new directors elected?

The new directors were elected effective September 9, 2025.

What key executive roles had new employment agreements filed?

New employment agreements were filed for the President and CEO, Jay L. Schottenstein, and the Executive Vice President and CFO, Ken R. Seay.

What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.

What is Caleres Inc.'s fiscal year end?

Caleres Inc.'s fiscal year ends on January 31.

Filing Stats: 562 words · 2 min read · ~2 pages · Grade level 10.7 · Accepted 2025-09-15 16:22:06

Key Financial Figures

Filing Documents

From the Filing

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) September 9, 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 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. On September 9, 2025, Caleres, Inc. ("Caleres" or the "Company") appointed Daniel L. Karpel to the position of Senior Vice President and Chief Accounting Officer, effective October 13, 2025. In this position, Mr. Karpel will assume the duties of the Company's principal accounting officer from Todd E. Hasty. Mr. Karpel, 54, has over 30 years of experience, most recently as the Chief Financial Officer of Club Car Wash Operating, LLC since 2024. Prior to this, Mr. Karpel served as Chief Financial Officer from 2023 to 2024 of CW Holdings, LLC and a legacy entity owning the brands of Soft Surroundings and Coldwater Creek, and served as Chief Accounting Officer of Eyecare Partners LLC from 2022 to 2023 and Spectrum Brands Holdings, Inc from 2020 to 2022. Mr. Karpel is returning to Caleres, where he worked from 2008 to 2016, and served as the Company's Chief Accounting Officer from 2013 to 2016. Mr. Karpel will receive a customary compensation package consisting of an annual salary commensurate with his duties and will be eligible to participate in the Company's short- and long-term incentive plans, and other benefit plans generally available to similarly situated employees. SIGNATURE 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 hereunto duly authorized. CALERES, INC. (Registrant) Date: September 15, 2025 /s/ Thomas C. Burke Thomas C. Burke Senior Vice President, General Counsel and Secretary

View on Read The Filing