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Item 9A. Controls and Procedures

2024-04-02 compared with 2023-03-28 · 37 added, 29 removed, 138 unchanged (32% of the section changed)

9 unchanged sentences

Furthermore, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Because of the inherent limitations in

all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake.

4 unchanged sentences

Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved.

As of January 28, 2023, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

As of February 3, 2024, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting or in other factors during the quarter ended January 28, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting or in other factors during the quarter ended February 3, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B OTHER INFORMATION

During the fourteen weeks ended February 3, 2024, no 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.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

7 unchanged sentences

ITEM 11 EXECUTIVE COMPENSATION

Information regarding Executive Compensation is set forth under the captions Compensation Discussion and Analysis, Executive Compensation, and Compensation of Non-Employee Directors in the Proxy Statement for the Annual Meeting of Shareholders to be held May 25, 2023, which information is incorporated herein by reference.

Information regarding Executive Compensation is set forth under the captions Compensation Discussion and Analysis, Executive Compensation, and Compensation of Non-Employee Directors in the Proxy Statement for the Annual Meeting of Shareholders to be held May 23, 2024, which information (other than the information set forth under “Pay Versus Performance”) is incorporated herein by reference.

Information regarding the Culture, Compensation and People Committee Report is set forth under the caption Culture, Compensation and People Committee Report in the Proxy Statement for the Annual Meeting of Shareholders to be held May 23, 2024, which information is incorporated herein by reference.

3 unchanged sentences

Equity Compensation Plan Information

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of January 28, 2023:

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of February 3, 2024:

available for

7 unchanged sentences

The target number of shares to be issued under the plans is 268,648.

Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column (b).

There were no outstanding (vested and nonvested) stock options as of January 28, 2023.

Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column

There were no outstanding (vested and nonvested) stock options as of February 3, 2024.

This table excludes independent directors’ deferred compensation units and restricted stock units payable in cash.

(2) Represents our remaining shares available for award grants based upon the provisions of the plans, which reflect our practice to reserve shares for outstanding awards.

The number of securities available for grant has been reduced for stock option grants and performance share awards payable in stock.

The number of securities available for grant has been reduced for performance share awards payable in stock.

Performance share awards are reserved based on the maximum payout level.

14 unchanged sentences

and SunTrust Bank, as co-documentation agents, and the other financial institutions party thereto, as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed July 20, 2015.

Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 30, 2016.

party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed January 23, 2019.

Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial

institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 30, 2016.

Third Amendment to Fourth Amended and Restated Credit Agreement, dated January 18, 2019, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed January 23, 2019.

Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated April 14, 2020, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s 8-K dated and filed April 20, 2020.

Fifth Amendment to Fourth Amended and Restated Credit Agreement, dated October 5, 2021, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s 8-K dated and filed October 7, 2021.

Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated April 27, 2023, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended April 29, 2023, and filed June 6, 2023.

Caleres, Inc.

Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement dated and filed April 14, 2017.

Form of Performance Award Agreement (for 2020-2022 performance period) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4a to the Company’s Form 10-Q for the quarterly period ended October 31, 2020, and filed December 9, 2020.

Form of Performance Award Agreement (for 2021-2023 performance period) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4e to the Company’s Form 10-K for the year ended January 30, 2021, and filed March 30, 2021.

8 unchanged sentences

Form of Restricted Stock Award Agreement under the Company’s Incentive and Stock Compensation Plan of 2022 (for grants commencing in May 2022), incorporated herein by reference to Exhibit 10.4b to the Company’s Form 10-Q for the quarter ended April 30, 2022, and filed June 7, 2022.

Form of Performance Award Agreement (for 2023 – 2025 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3d to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.

Form of Restricted Award Agreement (for employee grants commencing March 2023) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to

Exhibit 10.3e to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.

Form of Performance Award Agreement (for 2024 – 2026 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.

23 unchanged sentences

Employment Agreement, effective as of January 12, 2023, between the Company and Diane M.

Sullivan, filed herewith.

Sullivan, incorporated herein by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.

Caleres, Inc.

Nonqualified Restoration Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended October 28, 2023, and filed December 5, 2023.

Subsidiaries of the registrant.

4 unchanged sentences

Certification of the Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Caleres, Inc.

Incentive Compensation Recovery Policy, filed herewith.

Inline XBRL Instance Document

16 unchanged sentences

Senior Vice President and Chief Financial Officer

March 28, 2023

April 2, 2024

Know all men by these presents, that each person whose signature appears below constitutes and appoints John W.

3 unchanged sentences

President, Chief Executive Officer and Director

March 28, 2023

April 2, 2024

(Principal Executive Officer)

Senior Vice President and Chief Financial Officer

March 28, 2023

April 2, 2024

(Principal Financial Officer)

Senior Vice President and Chief Accounting Officer

March 28, 2023

April 2, 2024

(Principal Accounting Officer)

March 22, 2023

April 2, 2024

Executive Chair

March 22, 2023

/s/ Brenda Freeman

Brenda Freeman

March 22, 2023

April 2, 2024

/s/ Brenda C.

April 2, 2024

/s/ Mahendra R.

March 22, 2023

April 2, 2024

/s/ Steven W.

March 22, 2023

April 2, 2024

/s/ Wenda Harris Millard

Wenda Harris Millard

March 22, 2023

April 2, 2024

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.

What changed 10-K

Item 9A. Controls and Procedures