What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-23 compared with 2021-03-29 · 97 added, 217 removed, 171 unchanged (65% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

out an evaluation,

with the participation

of our Principal

Executive Officer and

an evaluation,

participation of

our Principal

Executive Officer

and Principal

Financial Officer,

of the effectiveness

of our disclosure

controls and procedures

as of January

Based on this evaluation,

our Principal Executive Officer

and Principal Financial Officer

effectiveness of

our disclosure

procedures as

Based on this

evaluation, our Principal

Executive Officer and

Principal Financial Officer

concluded that,

January 30, 2021,

our disclosure controls

and procedures, as

defined in Rule

13a-15(e), under the

Securities Exchange Act of

1934 (the “Exchange Act”),

were effective to

ensure that information we

required to disclose

in the reports

or submit under

the Exchange Act

is recorded, processed,

summarized and

reported within

the time periods

rules and forms

information is

accumulated and

communicated to

our management,

including our

Principal Executive

Principal Financial

appropriate to

decisions regarding

our disclosure

procedures, as

13a-15(e), under

Securities Exchange Act

(the “Exchange

Act”), were effective

to ensure that

information we are

recorded, processed,

Management’s Report on Internal Control Over Financial Reporting

Management is

responsible for

establishing and

maintaining adequate internal

maintaining adequate

reporting, as defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of

our management, including

our Principal

Executive Officer

and Principal

Financial Officer,

evaluation of the

effectiveness of

financial reporting as

of January 30,

2021 based on the

management, including

effectiveness

Organizations

management concluded

internal control

Integrated Framework

issued by the Committee

Sponsoring Organizations

Treadway Commission

this evaluation,

management concluded that

our internal control

over financial reporting

was effective as

of January 30,

PricewaterhouseCoopers LLP, an

independent registered public accounting firm, has audited the

effectiveness of our internal control

over financial reporting as of January 30,

2021, as stated in its

over financial

reporting was

PricewaterhouseCoopers

effectiveness of our internal

control over financial reporting as

of January 29, 2022, as

stated in its report

which is included herein.

Changes in Internal Control Over Financial Reporting

Company’s internal

financial reporting.

occurred during

the Company’s

fiscal quarter

ended January

materially affected,

reasonably likely

to materially

Company’s internal

financial reporting.

Other Information:

On March 24, 2021,

the Compensation Committee of the

Company approved a discretionary bonus to

all associates eligible under the Company’s

2018 Incentive Compensation Plan, including the Company’s

named executive officers.

The Committee granted

the discretionary bonus

to help retain

key associates

and in recognition

of their hard

work throughout the

unprecedented events of fiscal

discretionary bonus will

the bonus target

previously established unde

the 2018 Incentive

Compensation Plan for eligible associates and the named executive officers.

The amount of the bonus for

the named executive officers is shown below:

Discretionary Bonus

Chairman, President and Chief Executive Officer

Executive Vice President, Chief

Financial Officer

Executive Vice President, Chief

Real Estate and Store

Development Officer

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance:

Information contained

captions “Election

of Directors,”

“Meetings and

Committees” and

“Corporate Governance Matters”

Registrant’s Proxy

Statement for

annual stockholders’

Statement”) is

incorporated by

information in

executive officers

stockholders’

Item 3A, Part I hereof under the caption “Executive Officers of the Registrant.”

2 unchanged sentences

Compensation,”

“Corporate Governance

Matters-Compensation Committee

Interlocks and

Participation” in

Proxy Statement is

incorporated by reference

Matters-Compensation

Participation”

Proxy Statement

Security Ownership of Certain Beneficial Owners and Management and

1 unchanged sentence

Equity Compensation Plan Information

The following

table provides

information about

stock options

outstanding and

shares available

future awards under all of the Company’s equity compensation plans.

21 unchanged sentences

Includes the following:

Under the Company’s

stock incentive plan,

referred to as

Incentive Compensation

Plan, 3,961,473

available for

qualified stock options may be granted to key associates.

2013 Employee

Stock Purchase

may participate in the purchase of designated shares of the Company’s

common stock.

Employee Stock

244,850 shares

purchase price of this stock is equal to 85% of the lower of the

3 unchanged sentences

Owners and Management”

in the 2021 Proxy Statement is incorporated by reference in response to

in the 2022 Proxy Statement is incorporated by reference in response

to this Item.

Certain Relationships and Related Transactions, and Director Independence:

Information contained

caption “Certain

Relationships and

Related Person

Relationships

Transactions,”

“Corporate Governance

Matters-Director Independence”

and “Meetings

and Committees”

Matters-Director

Independence”

Proxy Statement is incorporated by reference in response to this Item.

Principal Accountant Fees and Services:

Information contained under

the captions “Ratification

of Independent Registered

Information contained

captions “Ratification

Independent Registered

Public Accounting

Firm-Audit Fees” and

“-Policy on Audit

Committee Pre-Approval of

Audit and Permissible

Service by the

Independent Registered Public

Accounting Firm”

Proxy Statement is

Firm-Audit Fees”

Committee Pre-Approval

and Permissible

incorporated by reference in response to this Item.

6 unchanged sentences

(Loss) for the fiscal

years ended January 30, 2021, February 1, 2020 and February 2, 2019

years ended January 29, 2022, January 30, 2021 and February 1, 2020

................................................

Consolidated Balance Sheets at January 30, 2021 and February 1, 2020

Consolidated Balance Sheets at January 29, 2022 and January 30, 2021

.................................................

Consolidated Statements of Cash Flows for the fiscal years ended January

30, 2021, February 1, 2020

Consolidated Statements of Cash Flows for the fiscal years ended

January 29, 2022, January 30, 2021

and February 1, 2020 ................................................................................................................................

1 unchanged sentence

January 29, 2022,

February 1, 2020 and February 2, 2019 ....................................................................................................

January 30, 2021 and February 1, 2020

....................................................................................................

Notes to Consolidated Financial Statements

.............................................................................................

(2) Financial Statement Schedule:

The following report and financial

statement schedule is filed

The following report and

financial statement schedule is filed

Schedule II — Valuation and Qualifying Accounts .................................................................................

schedules are

information is

inapplicable or

the information

presented in the Consolidated Financial Statements or related Notes thereto.

(3) Index to Exhibits:

The following exhibits

listed in the Index below

are filed with this report

following exhibits listed in

the Index below are

filed with this report

noted, incorporated by reference herein.

The Company will supply copies of the following exhibits to any

shareholder upon receipt of a written request addressed to the Corporate Secretary, The

Cato Corporation,

8100 Denmark Road,

Charlotte, NC 28273

and the payment

defray the costs

handling, copying

cases, documents

incorporated by

registration statements, reports or proxy

statements filed by the Company

with the Securities and

Exchange Commission are

available to the

public over the

Internet from the

shareholder upon receipt of a written request addressed to the Corporate Secretary,

The Cato Corporation,

Road, Charlotte,

http://www.sec.gov.

7 unchanged sentences

the Registrant for the year ended February 1, 2020.

2013 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.1 to Form S-8

of the Registrant filed May 31, 2013 (SEC file No.

The Cato Corporation 2013 Employee Stock Purchase Plan (Amended and

Restated as of April 1, 2021) incorporated by reference to Appendix A to 8-K of

the Company filed on April 8, 2021(SEC file No.

2013 Incentive Compensation Plan, incorporated by reference to Exhibit 4.1 to Form S-8

23 unchanged sentences

10.1 to Form 8-K of the Registrant filed on July 19, 2011.

Letter Agreement between the Registrant and Charles Knight dated as of January 4,

2022, incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed

on January 6, 2022.

Credit Agreement, dated as of August 22, 2003, among the Registrant, the guarantors party

1 unchanged sentence

amended through and including the Eighth Amendment dated May 24, 2019, incorporated

by reference to Exhibit 10.11 to Form 10-K of the Registrant for the ye ar ended February

by reference to Exhibit 10.11 to Form 10-K of the Registrant for the year ended February

Ninth Amendment dated June 2, 2020, of Credit Agreement, dated as of August 22, 2003,

8 unchanged sentences

Section 1350 Certification of Chief Financial Officer.

The following materials from Registrant’s Annual Report on

for the fiscal year

The following materials from Registrant’s Annual Report on form 10-K for the fiscal year

ended January 29, 2022, formatted in Inline XBRL:

(i) Consolidated Statements of Income

(Loss) and Comprehensive Income (Loss) for the fiscal years ended January

February 1, 2020 and February 2, 2019;

(ii) Consolidated Balance Sheets at January 30, 2021

(Loss) and Comprehensive Income (Loss) for the fiscal years ended

January 29, 2022, January

30, 2021 and February 1, 2020;

(iii) Consolidated Statements of Cash Flows for the

fiscal years ended

January 30, 2021, February 1, 2020 and February 2, 2019;

(iv) Consolidated Statements of

Stockholders’ Equity for the fiscal years ended January 30, 2021, February

(ii) Consolidated Balance Sheets at January 29, 2022 and

January 30, 2021;

(iii) Consolidated Statements of Cash Flows for

the fiscal years ended

January 29, 2022, January 30, 2021 and February 1, 2020;

(iv) Consolidated

Statements of

Stockholders’ Equity for the fiscal years ended January 29, 2022,

January 30, 2021 and

February 1, 2020;

and (v) Notes to Consolidated Financial Statements.

Cover Page Interactive Data File (Formatted in Inline XBRL and contained

in the Interactive

Cover Page Interactive Data File (Formatted in Inline XBRL and

contained in the Interactive

Data Files submitted as Exhibit 101.1**).

3 unchanged sentences

Form 10-K Summary:

the requirements

the Securities

caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Cato Corporation

/s/ CHARLES D.

Chairman, President and

5 unchanged sentences

March 23, 2022

Pursuant to the requirements

of the Securities Exchange

Act of 1934, this

report has been signed

below on March 29,

by the following persons on behalf of the Registrant and in the

capacities indicated:

Pursuant to the

requirements of the

Securities Exchange

this report has

been signed below

by the following persons on behalf of the Registrant and in the capacities indicated:

(President and Chief Executive Officer

1 unchanged sentence

/s/ BAILEY W.

/s/ CHARLES D.

(Executive Vice President

8 unchanged sentences

/s/ THERESA J.

/s/ PAMELA L.

AND QUALIFYING ACCOUNTS

8 unchanged sentences

Additions (reductions) charged to other accounts

Balance at February 1, 2020

Balance at January 30, 2021

Additions charged to costs and expenses

7 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.

What changed 10-K

Item 9A. Controls and Procedures