DEF 14A

DEF 14A 1 d29602ddef14a.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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☑	Definitive Proxy Statement

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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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2021

Notice of

Annual Meeting

of Stockholders

and Proxy Statement

LOGO

Diane M. Sullivan

CEO and Chairman of the Board

April 15, 2021

Dear Fellow Shareholder:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Caleres to be held at our headquarters at 8300 Maryland Avenue, St. Louis, Missouri 63105 on May 27, 2021, at 10:30 a.m., Central Time.

At this time last year, we were at the outset of what turned out to be one of the most challenging periods in the long history of our Company. At that point, no one could have fully predicted the profound impacts to our global community, our marketplace and our business brought about by the coronavirus pandemic and movements for social justice and equity. Today, I am proud to convey that, despite the many difficult decisions and actions we had to take to address these challenges and capitalize on new opportunities, these events brought out the very best of who we are and what we do at Caleres. By maintaining our laser focus on protecting our people, our business and our communities, we were able to successfully navigate through the uncertainty of 2020.

Even with these significant headwinds, the Caleres team responded with speed and agility to the rapidly changing market environment and made tremendous progress on a wide range of strategic objectives during the year. More specifically, we:

•

Strengthened our balance sheet — restoring our overall debt to below pre-virus levels by fiscal year-end, proactively reducing total debt by approximately $190 million since the end of the first quarter of 2020;

•

Streamlined the organization and rightsized our expense base, resulting in $100 million in ongoing annualized expense savings;

•

Leveraged our previous capital investments in digital to drive a 40 percent increase in ecommerce sales from our Caleres-owned websites;

•

Aligned our operating divisions under one President and made supplemental enhancements to the leadership team that will ensure continuity going forward, further our strategic priorities and focus our top talent on our highest-return growth opportunities;

•

Continued the strategic rationalization of our brick-and-mortar fleet to better align with the accelerated shift toward digital demand;

•

Adapted quickly to shifting consumer preferences — augmenting our offerings of wellness, comfort and sport styles, enhancing buy-online pick-up in store and implementing curbside pickup capabilities at a large percentage of our brick and mortar portfolio;

•

Enhanced our business culture by implementing new Diversity, Equity, and Inclusion (DE&I) initiatives company-wide;

•

Accelerated our ESG efforts throughout the organization with our inaugural corporate social responsibility report scheduled for publication in the first quarter of 2021; and

•

Returned approximately $34 million to shareholders, maintaining our long-running dividend throughout the course of the crisis while employing our opportunistic share repurchase program during a time of significant downward pressure on the share price.

As I think about this extraordinary period, I believe we managed through each stage of the crisis effectively, efficiently and in a manner that preserved liquidity, enabled ongoing investment in our strategic capabilities, broadened the reach of our brands and furthered the strong connection we have with our consumers.

Although uncertainty in the marketplace remains, we see stabilization ahead. As the world transitions to its post-pandemic future, I believe we are well positioned to leverage our core competencies and lean into our investments to take advantage of the market rebound. As we plan for future success, we will focus on maintaining our strong momentum at Famous Footwear; driving enhanced consumer alignment and improved performance in the Brand Portfolio; taking a careful and disciplined approach to cost control and capital spending; reducing debt levels still further; and returning excess cash to our shareholders.

I am confident that our talented and dedicated team, coupled with our strong operating platform, powerful portfolio and improved financial foundation have us exceptionally well positioned to continue to navigate the near term and capitalize on the opportunities that lie ahead. We are excited about the future and our ability to drive long-term profitable growth and value for our shareholders.

We are using the Internet to provide our 2021 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 15, 2021, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 2020 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 2020 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/sec-filings. 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, we look forward to seeing you at the meeting. Thank you, as always, for your ongoing support.

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 27, 2021

TIME:

10:30 a.m., Central Time

PLACE:

Caleres, Inc.

8300 Maryland Avenue

St. Louis, Missouri 63105

Matters to be voted on:

Election of three director nominees named in this proxy statement,

Ratification of independent registered public accountants,

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

Vice President, General Counsel and

Secretary

April 15, 2021

TABLE OF CONTENTS

PROXY STATEMENT — 2021 ANNUAL MEETING OF SHAREHOLDERS


	Page No.

PROXY STATEMENT SUMMARY		1

INFORMATION ABOUT THE ANNUAL MEETING		4

CORPORATE GOVERNANCE		9

Our Principles and Governance Guidelines		9

Director Independence		9

Code of Ethics		9

Communicating With the Board		9

Board Leadership Structure		10

Board’s Role in Risk Oversight		10

Selection of Directors		10

Board Meetings and Committees		12

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SEC Form DEF 14A filed by Caleres, Inc.