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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CALERES, INC.

(Name of Registrant as Specified in its Charter)
        
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 28, 2020.

 

CALERES, INC.

 

 

 

 

 

 

 

CALERES, INC.

8300 MARYLAND AVENUE

ST. LOUIS, MO 63105

 

 

 

 

 

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Meeting Information*  
   

 

Meeting Type:         Annual Meeting

 

 

For holders as of:    March 31, 2020

 

 

Date: May 28, 2020        Time: 10:30 AM Central Time

 

 

Location:

 

 

Caleres, Inc.

 
    8300 Maryland Avenue  
   

St. Louis, Missouri 63105

 

 
       

*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 federa/l, 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.

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 
 


— Before You Vote —

How to Access the Proxy Materials

 

       
 

Proxy Materials Available to VIEW or RECEIVE:

   
 

NOTICE AND PROXY STATEMENT         ANNUAL REPORT ON FORM 10-K

   
 

How to View Online:

   
 

Have the information that is printed in the box marked by the arrow  LOGO   (located on the following page) and visit: www.proxyvote.com.

   
 

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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 14, 2020 to facilitate timely delivery.

 

   

— How To Vote —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

   
 

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow  LOGO (located on the following page) available and follow the instructions.

   
 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   


Voting Items   

 

The Board of Directors recommends you vote FOR the following:

1.     

  Election of Directors

Nominees:

01)   Mahendra R. Gupta

02)   Carla C. Hendra

03)   Wenda Harris Millard

The Board of Directors recommends you vote FOR the following proposals:

2.  

  Ratification of Ernst & Young LLP as the Company’s independent registered public accountants.

3.  

  Approval, by non-binding advisory vote, of the Company’s executive compensation.

4.  

  Approval of amendment to restated certificate of incorporation to declassify the Company’s board.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

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