Cato Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders (Amendment)
$CATO
Clothing/Shoe/Accessory Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
of Incorporation
(Commission
File Number)
(IRS Employer
Identification No.)
,
,
(Address of Principal Executive Offices)
(Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
2
THE CATO CORPORATION
Explanatory Note
The Cato Corporation Inc. (the
“Company”
) filed a Current Report on Form 8-K on May 28, 2024 (the
“Original
Report”
). This amendment (the
“Amended Report”
) to the Original Report amends and restates Item 5.07 of the
Original Report in its entirety to correct a clerical error in the description of proposal 1 which misidentified the
directors standing for election and the length of the new term to be served. This Amended Report does not amend or
update any other information set forth in the Original Report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2024, the Registrant held its Annual Meeting. The following are the voting results on each matter
submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the
Proxy Statement.
At the Annual Meeting, the two nominees for director were elected to the Registrant’s Board of Directors (Proposal
1 below).
In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending February 1, 2025 was approved (Proposal 2
below).
Summary of Voting By Proposal
1. To elect John P. D. Cato and Bailey W. Patrick, each for a term expiring in 2027 and until their successors are
elected and qualified. Votes recorded, by nominee, were as follows:
Nominee
For
Abstain
Broker
Non-Votes
John P. D. Cato
24,769,119
3,047,577
5,792,278
Bailey W. Patrick
23,905,656
3,911,040
5,792,278
2. To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the fiscal year ending February 1, 2025. The Company’s shareholders voted to
approve this proposal with 33,293, 856 for and 173,223 votes against. There were 141,895 abstentions.
3
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
May 28, 2024
/s/ John P. D. Cato
Date
John P. D. Cato
Chairman, President and
Chief Executive Officer
May 28, 2024
/s/ Charles D. Knight
Date
Charles D. Knight
Executive Vice President
Chief Financial Officer