What changed in this filing

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Item 9A. Controls and Procedures

2023-03-23 compared with 2022-03-23 · 31 added, 31 removed, 237 unchanged (21% of the section changed)

12 unchanged sentences

evaluation, our Principal

Executive Officer and

Principal Financial Officer

concluded that,

Executive Officer

and Principal Financial

Officer concluded that,

our disclosure

procedures, as

13a-15(e), under

Rule 13a-15(e),

Securities Exchange Act

28 unchanged sentences

stockholders’

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

Item 3A, Part I

“Executive Officers

the Registrant.”

Executive Compensation:

Information contained under the captions “2021 Executive Compensation,” “Fiscal Year 2021 Director

Information contained under the captions

“2022 Executive Compensation” (except for

the information

Performance”),

Compensation,”

1 unchanged sentence

Participation”

Proxy Statement

Company’s 2023 Proxy Statement is incorporated by reference in response to this Item.

Security Ownership of Certain Beneficial Owners and Management and

22 unchanged sentences

approved by security holders

There are no outstanding stocking options, warrants or stock appreciation

There are no outstanding stock options, warrants or stock appreciation

Includes the following:

31 unchanged sentences

(Loss) for the fiscal

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

years ended January 28, 2023, January 29, 2022 and January 30, 2021

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

3 unchanged sentences

January 28, 2023, January 29, 2022

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

and January 30, 2021 ................................................................................................................................

Consolidated Statements of Stockholders’ Equity for the fiscal years ended

January 28, 2023,

January 30, 2021 and February 1, 2020

January 29, 2022 and January 30, 2021

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

24 unchanged sentences

the Registrant for the year ended February 1, 2020.

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.

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

18 unchanged sentences

ended August 2, 2003.

Letter Agreement between the Registrant and John R.

Howe dated as of August 28, 2008,

incorporated by Reference to Exhibit 99.1 to Form 8-K of the Registrant filed September 3,

Deferred Compensation Plan effective July 28, 2011, incorporated by reference to Exhibit

3 unchanged sentences

on January 6, 2022.

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

thereto, the banks party thereto and Branch Banking and Trust Company, as Agent, as

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 year ended February

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

among the Registrant the guarantors party thereto, the banks party thereto and Branch

Banking and Trust Company, as Agent, incorporated by reference to Exhibit 10.11 to Form

10-Q of the Registrant for the quarter ended May 2, 2020.

Credit Agreement, dated as of May 19, 2022, among the Registrant, the guarantors party

thereto, the banks party thereto and Wells Fargo Bank, National Association, as Agent,

incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed May 20,

First Amendment, dated as of June 6, 2022, to Credit Agreement, dated as of May 19,

2022, among the Registrant, the guarantors party hereto, the banks party thereto and Wells

Fargo Bank, National Association, as Agent, incorporated by reference to Exhibit 10.1 to

Form 10-Q of the Registrant for the quarter ended July 30, 2022.

of Registrant

9 unchanged sentences

January 28, 2023, January

30, 2021 and February 1, 2020;

29, 2022 and January 30, 2021;

(ii) Consolidated Balance Sheets at January 28, 2023 and

2 unchanged sentences

the fiscal years ended

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

(iv) Consolidated

Statements of

January 28, 2023, January 29, 2022 and January 30, 2021;

(iv) Consolidated Statements of

Stockholders’ Equity for the fiscal years ended January 28, 2023,

January 29, 2022 and

February 1, 2020;

January 30, 2021;

and (v) Notes to Consolidated Financial Statements.

43 unchanged sentences

Additions (reductions) charged to other accounts

Balance at February 1, 2020

Balance at January 30, 2021

Additions charged to costs and expenses

10 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