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cato8kaq1_2024
FALSE 0000018255 0000018255 2024-05-23 2024-05-23
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
 
Form
8-K/A
(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):
 
May 23, 2024
 
THE CATO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
1-31340
56-0484485
(State or Other Jurisdiction
of
 
Incorporation
(Commission
File Number)
(IRS Employer
Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
(Address of Principal Executive Offices)
28273-5975
(Zip Code)
(704)
554-8510
(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:
 
☐
 
Written communications pursuant to Rule 425
 
under the Securities Act (17 CFR 230.425)
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
 
-12)
 
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
 
Act (17 CFR 240.14d-2(b))
 
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
 
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
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.
 
THE CATO
 
CORPORATION
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