CALERES INC
For the period ended May 23, 2024. Filed Apr 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| 2024 | Notice of Annual Meeting of Stockholders and Proxy Statement |
Diane M. Sullivan
Executive Chair of the Board
April 11, 2024
Dear Fellow Shareholder:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Caleres to be held at our headquarters at 8300 Maryland Avenue, St. Louis, Missouri 63105 on May 23, 2024, at 10:30 a.m., Central Time.
I am pleased to share that Caleres delivered another strong year of operational performance. Overall, 2023 marked a year of significant accomplishment and disciplined financial execution, resulting in a third consecutive year of earnings per share above our $4.00 baseline. These results underscore the power of our portfolio of brands, the focus and dedication of our talented team, and the magnitude of our structural financial transformation. We also made noteworthy progress across several key strategic initiatives, invested in growth opportunities, returned value to our shareholders, and positioned the organization for future success.
More specifically, we
| • | Delivered consolidated net sales of $2.82 billion; |
| • | Achieved earnings per diluted share of $4.80, a level more than double our pre-pandemic earnings per share record; |
| • | Delivered best-ever annual adjusted operating earnings in the Brand Portfolio, which topped $145 million – eclipsing its previous record of $112 million. The segment led the financial performance of the Company for the first time in 20 years; |
| • | Delivered a solid performance at Famous Footwear, with our largest brand maintaining operating earnings and operating margins well above pre-pandemic levels; |
| • | Drove strong consolidated operating margins of more than 7 percent; |
| • | Experienced strong consumer reaction to our brands and products leading to an expansion in market share in the Brand Portfolio in Women’s Fashion Footwear; |
| • | Solidified our leadership position with the Millennial Family at Famous Footwear and increased market share in shoe chains as well as in Kids; |
| • | Aligned inventory with demand through disciplined inventory management and enhanced speed-to-market programs, which supported higher gross margins and increased cash flow from operations; |
| • | Generated approximately $200 million of cash flow from operations and used that cash to invest in value-driving growth opportunities, pay down debt and further shareholder returns; |
| • | Prioritized investment areas – namely enhancements to our marketing ecosystem, expansion of our international presence, improvement in consumer experience and upgrades to our financial and operational platform; |
| • | Strengthened our balance sheet and enhanced our financial flexibility by reducing revolver borrowings by $126 million from fiscal year end 2022; |
| • | Returned approximately $27 million to shareholders, through a combination of our long-standing dividend and our share repurchase program; and |
| • | Redoubled our commitment to environmental, social and governance (ESG) by unveiling our One Planet Standard, which highlights styles in each brand that meet our strictest sustainability standards, and by publishing our third corporate social responsibility update, which highlighted progress against our 2025 targets. |
In short, I am proud of the Caleres team and the tremendous progress we have made across a wide range of strategic objectives. The transformation in earnings power in recent years – combined with our powerful brands, best-in-class capabilities, and value-driving structure – position us exceptionally well for continued growth in 2024.
In October of 2023, we unveiled our three-year plan to deliver growth in sales and earnings. We believe the stage is set for Caleres to continue to create exceptional product, exceed consumers’ expectations, execute on our growth strategy, generate substantial cash flow, and drive significant value for our shareholders. As always, I would like to thank our board of directors for their expertise and counsel and express gratitude to our Caleres associates for their commitment, energy and unwavering passion for our business.
Most of all, I would like to thank you for your ongoing interest and support. We look forward to many more successes in the years ahead.
We are using the Internet to provide our 2024 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 11, 2024, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 2023 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 2023 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-information/annual-reports. 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, thank you again, and we look forward to seeing you at the meeting.
Sincerely yours,
Diane M. Sullivan
Executive Chair
Caleres, Inc.
8300 Maryland Avenue, St. Louis, Missouri 63105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| DATE: | Thursday, May 23, 2024 |
|---|
| TIME: | 10:30 a.m., Central Time |
|---|
| PLACE: | Caleres, Inc. |
|---|
8300 Maryland Avenue
St. Louis, Missouri 63105
Matters to be voted on:
| 1. | Election of eleven director nominees named in this proxy statement, |
| 2. | Ratification of independent registered public accountants, |
| 3. | Approval of the Company’s executive compensation, and |
| 4. | 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:
| 1. | By Internet: go to http://www.proxyvote.com, |
| 2. | By toll-free telephone: call 1-800-690-6903, |
| 3. | By mailing a proxy card if you have requested one: mark, sign, date and return in the postage-paid envelope provided, or |
| 4. | 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.
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.
Thomas C. Burke
Senior Vice President, General Counsel and Secretary
April 11, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.