CALERES INC
For the period ended Feb 1, 2025. Filed Apr 1, 2025.
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FY2025 · Filed Apr 1, 2025
CAL$13.48-0.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) and (2) The list of financial statements and Financial Statement Schedules required by this item is included in the Index under Financial Statements and Supplementary Data. All other schedules specified under Regulation S-X have been omitted because they are not applicable, because they are not required or because the information required is included in the financial statements or notes thereto. |
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(3) Exhibits
| Exhibit No. | Description | |
| 2.1 | | Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc. (the “Company”) and Tapestry, Inc. incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K filed February 19, 2025. |
| 3.1 | | Restated Certificate of Incorporation of Caleres, Inc. incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 1, 2020. |
| 3.2 | | Bylaws of the Company as amended through November 5, 2024, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed November 7, 2024. |
| 4.1 | | Description of the Registrant's Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-K for the year ended February 1, 2020, and filed March 31, 2020. |
| 10.1 | | First Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 20, 2015 (the “Credit Agreement”), among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and Bank of America, N.A., as lead issuing bank, administrative agent and collateral agent, Wells Fargo Bank, National Association, as an issuing bank, Wells Fargo Bank, National Association, as syndication agent, JPMorgan Chase Bank, N.A. and SunTrust Bank, as co-documentation agents, and the other financial |
| institutions party thereto, as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed July 20, 2015. | ||
| 10.1a | | Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 30, 2016. |
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| 10.1b | | Third Amendment to Fourth Amended and Restated Credit Agreement, dated January 18, 2019, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed January 23, 2019. |
| 10.1c | | Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated April 14, 2020, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s 8-K dated and filed April 20, 2020. |
| 10.1d | | Fifth Amendment to Fourth Amended and Restated Credit Agreement, dated October 5, 2021, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s 8-K dated and filed October 7, 2021. |
| 10.1e | | Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated April 27, 2023, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended April 29, 2023, and filed June 6, 2023. |
| 10.2a* | | Caleres, Inc. Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement dated and filed April 14, 2017. |
| 10.2b* | | Form of Performance Award Agreement (for 2021-2023 performance period) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4e to the Company’s Form 10-K for the year ended January 30, 2021, and filed March 30, 2021. |
| 10.2c* | | Form of Performance Award Agreement (for 2022-2024 performance period) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4e to the Company’s Form 10-K for the year ended January 29, 2022, and filed March 28, 2022. |
| 10.2d* | | Form of Restricted Stock Award Agreement (for employee grants commencing March 2019) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4f to the Company’s Form 10-K for the year ended February 2, 2019, and filed April 2, 2019. |
| 10.2e* | | Form of Restricted Stock Award Agreement (for employee grants commencing March 2020) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4h to the Company’s 10-K for the year ended February 1, 2020, and filed March 31, 2020. |
| 10.2f* | | Form of Restricted Stock Award Agreement (for employee grants commencing March 2021) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4j to the Company’s 10-K for the year ended January 31, 2021, and filed March 30, 2021. |
| 10.2g* | | Form of Restricted Stock Award Agreement (for employee grants commencing March 2022) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4j to the Company’s Form 10-K for the year ended January 29, 2022, and filed March 28, 2022. |
| 10.3a* | | Caleres, Inc. Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement dated and filed April 14, 2022. |
| 10.3b* | | Form of Performance Award Agreement under the Company’s Incentive and Stock Compensation Plan of 2022 (for grants commencing in May 2022), incorporated herein by reference to Exhibit 10.4a to the Company’s Form 10-Q for the quarter ended April 30, 2022, and filed June 7, 2022. |
| 10.3c* | | Form of Restricted Stock Award Agreement under the Company’s Incentive and Stock Compensation Plan of 2022 (for grants commencing in May 2022), incorporated herein by reference to Exhibit 10.4b to the Company’s Form 10-Q for the quarter ended April 30, 2022, and filed June 7, 2022. |
| 10.3d* | | Form of Performance Award Agreement (for 2023 – 2025 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3d to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023. |
| 10.3e* | | Form of Restricted Award Agreement (for employee grants commencing March 2023) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3e to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023. |
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| 10.3f* | | Form of Performance Award Agreement (for 2024 – 2026 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3f to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024. |
| 10.3g* | | Form of Restricted Award Agreement (for employee grants commencing March 2024) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3g to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024. |
| †10.3h* | | Form of Performance Award Agreement (for 2025 – 2027 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith. |
| †10.3i* | | Form of Restricted Award Agreement (for employee grants commencing March 2025) under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith. |
| 10.4a* | | Form of Non-Employee Director Restricted Stock Unit Agreement between the Company and its Non-Employee Directors (for grants commencing in 2022), incorporated herein by reference to Exhibit 10.5a to the Company’s Form 10-Q for the quarter ended April 30, 2022, and filed June 7, 2022. |
| 10.4b* | | Form of Non-Employee Director Restricted Stock Award Agreement between the Company and its Non-Employee Directors (for grants commencing in 2022), incorporated herein by reference to Exhibit 10.5b to the Company’s Form 10-Q for the quarter ended April 30, 2022, and filed June 7, 2022. |
| 10.5* | | Caleres, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of May 28, 2015, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015. |
| 10.6* | | Amendment to the Caleres, Inc. Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 22, 2022, and filed December 28, 2022. |
| 10.7* | | Caleres, Inc. Supplemental Executive Retirement Plan (SERP), as amended and restated as of May 28, 2015, incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015. |
| 10.8* | | Caleres, Inc. Deferred Compensation Plan, as amended and restated as of May 28, 2015, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015. |
| 10.9* | | Caleres, Inc. Non-Employee Director Share Plan (2009), incorporated herein by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015. |
| 10.10* | | Severance Agreement, dated March 24, 2009 and effective as of April 1, 2009, between the Company and Daniel R. Friedman, incorporated herein by reference to Exhibit 10.16 to the Company’s Form 10-K for the year ended January 31, 2015, and filed March 31, 2015. |
| 10.11* | | Form of Amendment letter dated December 18, 2009, to the Severance Agreements between the Company and Daniel R. Friedman, as incorporated herein by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended July 31, 2010, and filed September 7, 2010. |
| 10.12* | | Severance Agreement, effective June 14, 2018, between the Company and John W. Schmidt, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended August 4, 2018, and filed September 12, 2018. |
| 10.13* | | Severance Agreement, effective January 31, 2022, between the Company and Michael R. Edwards, incorporated herein by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2022. |
| 10.14* | | Severance Agreement, effective September 12, 2022, between the Company and Jack P. Calandra, incorporated herein by reference to Exhibit 10.10 to the Company’s Form 10-Q for the quarter ended October 29, 2022, and filed December 6, 2022. |
| 10.15* | | Employment Agreement, effective as of January 12, 2023, between the Company and Diane M. Sullivan, incorporated herein by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023. |
| 10.16* | | Caleres, Inc. Nonqualified Restoration Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended October 28, 2023, and filed December 5, 2023. |
| †21 | | Subsidiaries of the registrant. |
| †23 | | Consent of Independent Registered Public Accounting Firm. |
| †24 | | Power of attorney (contained on signature page). |
| †31.1 | | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| †31.2 | | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| †32.1 | | Certification of the Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | | Caleres, Inc. Incentive Compensation Recovery Policy, incorporated herein by reference to Exhibit 97.1 to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024. |
| †101.INS | | Inline XBRL Instance Document |
| †101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| †101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| †101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| †101.PRE | | Inline XBRL Taxonomy Presentation Linkbase Document |
| †101.DEF | | Inline XBRL Taxonomy Definition Linkbase Document |
| †104 | | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. |
(b)Exhibits:
See Item 15(a)(3) above. On request, copies of any exhibit will be furnished to shareholders upon payment of the Company’s reasonable expenses incurred in furnishing such exhibits.
(c)Financial Statement Schedules:
See Item 8 above.
| * | Denotes management contract or compensatory plan arrangements. |
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