1 unchanged sentence
Director and Section 16 Officer Trading Arrangements
−Removed: On June 30, 2023 , Diane M.
−Removed: Sullivan , Executive Chair of the Board of Directors , adopted a Rule 10b5-1 plan (“Rule 10b5-1 Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act of 1934.
−Removed: Sullivan’s Rule 10b5-1 Plan provides for the sale of up to 286,960 shares of the Company’s common stock, pursuant to the terms of the Rule 10b5-1 Plan.
−Removed: The Rule 10b5-1 Plan expires on June 28, 2024 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
−Removed: No other director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K, during the thirteen weeks ended July 29, 2023.
+Added: On October 11, 2023 , John W.
+Added: Schmidt , President, Chief Executive Officer and Director , adopted a Rule 10b5-1 plan (“Rule 10b5-1 Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act of 1934.
+Added: Schmidt’s Rule 10b5-1 Plan provides for the sale of up to 76,000 shares of the Company’s common stock, pursuant to the terms of the Rule 10b5-1 Plan.
+Added: The Rule 10b5-1 Plan expires on July 12, 2024 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
+Added: No other director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K, during the thirteen weeks ended October 28, 2023.
ITEM 6 EXHIBITS
2 unchanged sentences
Bylaws of the Company as amended through March 9, 2023, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed March 15, 2023.
+Added: Caleres, Inc.
+Added: Nonqualified Restoration Plan, filed herewith.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
8 unchanged sentences
Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.
+Added: * Denotes management contract or compensatory plan arrangements.
† Denotes exhibit is filed with this Form 10-Q.
1 unchanged sentence
CALERES, INC.
−Removed: September 5, 2023
+Added: December 5, 2023
Senior Vice President and Chief Financial Officer
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.