voting authority. As to these proposals, broker non-votes occur when the beneficial owner has not instructed the broker how to vote on these
proposals. If you are a beneficial owner, your bank or broker is permitted to vote your shares on the ratification of the appointment of independent registered public accountants, even if you have not provided voting instructions, but cannot vote on
other proposals absent voting instructions. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote
with respect to that matter.
What is the effect of a withheld or abstain vote?
Shares that are withheld with respect to the election of any person to serve on the board will not be considered in determining whether such a
person has received the affirmative vote of a plurality of the shares. Shares that abstain and broker non-votes with respect to Proposal 4 will have the effect of a no
vote. Shares that are abstain and broker non-votes with respect to Proposals 2 and 3 or any new proposal raised at the meeting, will not be considered in determining
whether such proposal has received the affirmative vote of a majority of the shares voted, and such proxies will not have any effect on such vote.
What
happens if a director does not receive a majority of the shares voted at the meeting?
If an incumbent director in an uncontested election does not
receive a majority of votes cast for his or her election, the director is required to submit a letter of resignation to the board of directors for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee will
recommend to the board the action to be taken with respect to the tendered resignation. The board is required to determine whether to accept or reject the resignation, or to take other action, within 90 days of the date of the certification of
election results.
What are the costs of soliciting these proxies?
We are paying the cost of preparing, printing, and mailing these proxy materials. We will reimburse banks, brokers, and others for their reasonable expenses in
forwarding proxy materials to beneficial owners and obtaining their instructions.
Proxies will be solicited by mail and also may be solicited by our
officers and other employees personally, by telephone or by electronic means, but such persons will not be specifically compensated for such services. It is contemplated that brokers, custodians, nominees and fiduciaries will be requested to forward
the soliciting material to the beneficial owners of stock held of record by such persons and we will reimburse them for their reasonable expenses incurred.
Where can I find the voting results of the meeting?
We
intend to announce preliminary voting results at the meeting. We will publish the final results in a Current Report on Form 8-K, which we will file with the SEC on or before June 3, 2020. You can obtain a
copy of the Form 8-K on our website at http://investor.caleres.com/financial/sec-filings, by calling the SEC at
(800) SEC-0330 for the location of the nearest public reference room, or through the EDGAR system at www.sec.gov. Information on our website does not constitute part of this proxy statement.
How can I reduce the number of notices delivered to my household?
SEC rules allow delivery of a single notice or a single Annual Report on Form 10-K and proxy statement to households at which two or more shareholders reside.
Accordingly, shareholders sharing an address who have been previously notified by their broker or its intermediary will receive only one copy of the notice and other materials unless the shareholder has provided contrary instructions. Individual
proxy cards or voting instruction forms (or electronic voting facilities) will, however, continue to be provided for each shareholder account. This procedure, referred to as householding, reduces the volume of duplicate information you
receive as well as our expenses. If your family has multiple accounts, you may have received a householding notification from your broker earlier this year and, consequently, you may receive only one notice or other materials.
If you prefer to receive separate copies of the notice and other materials, either now or in the future, we will promptly deliver, upon your written or oral
request, separate copies, as requested, to any shareholder at your address to which a single copy was delivered. Notice should be given to us by mail at 8300 Maryland Avenue, St. Louis, Missouri 63105, attention: Corporate Secretary, or by telephone
at (314) 854-4000. If you are currently a shareholder sharing an address with another shareholder and wish to have only one notice or other shareholder materials delivered to the household in the future,
please contact us at the same address or telephone number.
8 Caleres | 2020 Proxy Statement