1 unchanged sentence
Director and Section 16 Officer Trading Arrangements
−Removed: On October 11, 2023 , John W.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−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 October 28, 2023.
+Added: During the thirteen weeks ended May 4, 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.
+Added: On January 19, 2024 , Diane M.
+Added: Sullivan , Executive Chair , 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: The Rule 10b5-1 Plan for Ms.
+Added: Sullivan provides for the sale of up to 241,807 shares of the Company’s common stock (representing the gross number of vested shares before tax withholding for certain restricted stock awards), pursuant to the terms of the Rule 10b5-1 Plan.
+Added: The Rule 10b5-1 Plan expires on November 22, 2024 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
+Added: On December 7, 2023 , Daniel R.
+Added: Friedman , Chief Sourcing Officer , adopted a Rule 10b5-1 plan (“Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act of 1934.
+Added: Friedman’s Plan provides for the sale of up to 15,000 shares of the Company’s common stock, pursuant to the terms of the Plan.
+Added: The Plan expires on December 31, 2024 , or upon the earlier completion of all authorized transactions under such Plan.
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.
−Removed: Caleres, Inc.
−Removed: Nonqualified Restoration Plan, filed herewith.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12 unchanged sentences
CALERES, INC.
−Removed: December 5, 2023
+Added: June 11, 2024
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.