DEF 14A

DEF 14A 1 d289818ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934 (Amendment No. )

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☐	Soliciting Material Pursuant to §240.14a-12
CALERES, INC.
(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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2022

Notice of

Annual Meeting

of Stockholders

and Proxy Statement

LOGO

Diane M. Sullivan

CEO and Chairman of the Board

April 14, 2022

Dear Fellow Shareholder:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders of Caleres to be held at our headquarters at 8300 Maryland Avenue, St. Louis, Missouri 63105 on May 26, 2022, at 10:30 a.m., Central Time.

The Caleres team executed a remarkable turnaround in 2021, delivering our best-ever financial performance and making significant progress on our long-term strategic initiatives.

After starting the year with the world still struggling with the economic shutdown, the Company shifted into full recovery mode, building significant momentum as the year progressed. Our ability to adjust agilely to a rapidly changing market environment is a testament to our powerful portfolio, enhanced operating platform and dedicated Associates. In fact, our global workforce didn’t allow the strong rebound in consumer demand to pass us by. We leveraged our strengths, leaned into our core competencies, navigated the ongoing macro challenges, fortified our financial foundation all the while keeping the consumer at the center of our focus.

These great efforts coupled with our previously established strategies and investments, resulted in a record-breaking year on nearly every key financial measure as well as tremendous progress on other key objectives. More specifically, we:

•

Delivered record annual operating earnings and adjusted earnings per share of $4.29, which was nearly double our previous company record;

•

Capitalized on robust consumer demand at Famous Footwear resulting in the best year on record for the Company’s largest brand;

•

Sustained our steady rebound in the Brand Portfolio, which recorded an impressive performance, returning to solid profitability in the second half of the year despite a number of strong headwinds, including on-going supply chain disruptions and significantly increased shipping costs;

•

Generated record margin levels as full-price selling continued and promotional activity waned;

•

Reduced and repositioned our debt profile – extinguishing the entirety of our higher-cost long-term debt – ending the fiscal year with $290 million of borrowings under our revolving credit facility, thus reducing our interest expense in the process;

•

Leveraged our previous capital investments to further our efforts to grow our direct-to-consumer business, with our owned ecommerce business in the Brand Portfolio increasing 32 percent in the fourth quarter compared to the same period since 2020;

•

Accelerated our environmental, social and governance (ESG) efforts with the publication of our inaugural corporate social responsibility report setting ambitious 2025 targets;

•

Invested in our people, prioritizing initiatives to develop their careers and capabilities, improve well-being and increase flexibility and creativity. We are continuing to undertake a process to enhance our culture to align with our values and financial goals; and

•

Returned approximately $28 million to shareholders, maintaining our long-standing dividend and employing our opportunistic share repurchase program during times of downward pressure on the share price.

In short, our excellent results demonstrate the strength of our portfolio of brands, the success of our advanced operating capabilities, the tremendous efforts and talents of our global Associates and the significant value-enhancing transformation of our organization.

Looking ahead, we believe that given the positive structural changes we’ve made across the business, Caleres is poised for another strong earnings performance in 2022. As we begin the year, we are intently focused on unlocking growth opportunities across the enterprise while taking additional steps to mitigate supply chain and inflationary pressures. Our powerful and diverse portfolio is positioned to meet consumer needs and capture growth across trending footwear categories such as event, occasion, and career, while at the same time continuing to capitalize on robust demand for still-popular athletic and sport-inspired styles.

Caleres is a more agile and financially fit organization than it was two years ago. We have intensified our commitment to connect with current consumers, engage new customers and provide an elevated omni-channel experience, while also delivering fresh and compelling footwear across our portfolio of brands. We are confident that the investments we have made and the strategic priorities we have set in motion will enable Caleres to continue to drive long-term, sustainable value for our shareholders.

As I think about this extraordinary period, I believe we executed effectively, efficiently and in a manner that has set a new bar for our future performance. As we move forward, we are committed to our core values and are intently focused on building on our recent success and fueling our growth opportunities. I am confident in the course that we have charted and excited about the years ahead for Caleres. We appreciate and thank you for your ongoing support as we continue this journey.

We are using the Internet to provide our 2022 proxy materials to shareholders. We believe electronic delivery will expedite the receipt of materials and reduce the environmental impact of our annual meeting by minimizing the printing and mailing of full sets of materials. On April 14, 2022, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 2021 Annual Report on Form 10-K. If you receive a notice by mail, you will not receive a printed copy of the materials unless you specifically request one. The notice contains instructions on how to receive a paper copy of the materials.

In the following pages, we provide a formal notice of the meeting and the Proxy Statement. Our 2021 Annual Report on Form 10-K, which provides detailed information relating to our activities and operating performance, is available on the Internet at http://investor.caleres.com/financial-information/annual-reports. If you have requested paper copies of these materials, a proxy card will also be enclosed.

On behalf of your board of directors and management team, thank you again, and we look forward to seeing you at the meeting.

Sincerely yours,

LOGO

Diane M. Sullivan

CEO and Chairman of the Board

LOGO

Caleres, Inc.

8300 Maryland Avenue, St. Louis, Missouri 63105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE:

Thursday, May 26, 2022

TIME:

10:30 a.m., Central Time

PLACE:

Caleres, Inc.

8300 Maryland Avenue

St. Louis, Missouri 63105

Matters to be voted on:

Election of seven director nominees named in this proxy statement,

Ratification of independent registered public accountants,

Approval of the Incentive and Stock Compensation Plan of 2022,

Approval of the Company’s executive compensation,

Any other matters, if properly raised.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. Any proxy may be revoked at any time prior to its exercise at the meeting.

Registered holders may vote:

By Internet: go to http://www.proxyvote.com,

By toll-free telephone: call 1-800-690-6903,

By mailing a proxy card if you have requested one: mark, sign, date and return in the postage-paid envelope provided, or

In person at the Annual Meeting of Shareholders.

Beneficial holders. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from your holder of record to vote your shares. It is important that you provide voting instructions because brokers and other nominees do not have the authority to vote your shares for the election of directors without instructions from you.

We intend to hold our annual meeting in person. However, we are actively monitoring the public health and safety concerns relating to the coronavirus (“COVID-19”) pandemic and the protocols that federal, state, and local governments may impose. As a result, we may decide to hold our annual meeting partly or solely by means of remote communication. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce the decision to do so in advance by posting details on our website. If you are planning to attend our annual meeting in person, please check the website one week prior to our annual meeting. As always, we encourage you to vote your shares in advance of the meeting.

It is our policy that all proxies, ballots and vote tabulations that identify the vote of any shareholder will be kept strictly confidential until after a final vote is tabulated and announced, except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a shareholder’s written comments appear on a proxy or other voting material.

LOGO

Thomas C. Burke

Senior Vice President, General Counsel and

Secretary

April 14, 2022

TABLE OF CONTENTS

PROXY STATEMENT — 2022 ANNUAL MEETING OF SHAREHOLDERS


	Page No.

PROXY STATEMENT SUMMARY		1

INFORMATION ABOUT THE ANNUAL MEETING		5

CORPORATE GOVERNANCE		10

Our Principles and Governance Guidelines		10

Director Independence		10

Code of Ethics		10

Communicating With the Board		10

Board Leadership Structure		11

Board’s Role in Risk Oversight		11

Selection of Directors		12

Board Meetings and Committees		13

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SEC Form DEF 14A filed by Caleres Inc.