CALERES INC
For the period ended May 22, 2025. Filed Apr 10, 2025.
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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 22, 2025 · Filed Apr 10, 2025
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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 |
2025 Notice of Annual Meeting of Stockholders and Proxy Statement
Notice of Annual Meeting of Shareholders
8300 Maryland Avenue, St. Louis, Missouri 63105
| DATE AND TIME Thursday, May 22, 2025 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. |
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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 via 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 BY INTERNET http://www.proxyvote.com BY TOLL-FREE TELEPHONE 1-800-690-6903 BY MAILING A PROXY CARD IF YOU HAVE REQUESTED ONE Mark, sign, date and return in thepostage-paid envelope provided 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 10, 2025 |
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Welcome to Caleres
| JAY W. SCHMIDT President and CEO | DIANE M. SULLIVAN Executive Chair |
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ª Our powerful brands, best-in-class capabilities, and value-driving structure position us exceptionally well to return to growth in 2025.
April 10, 2025
Dear Fellow Shareholders:
Fiscal 2024 was a year of both challenge and opportunity. We made several investments in our brands and capabilities that position us well for the future. We also maintained expense discipline while returning cash to shareholders through dividends and repurchases. The power of our brands, the focus and dedication of our talented team, and the magnitude of our structural financial transformation remain the pillars on which we will build our future success. Our progress in the year included:
| ª | Building Footwear Brands: We gained market share in women’s fashion footwear in our Brand Portfolio segment with outperformance in Lead Brands, while delivering gross margin expansion and a 10.5% segment adjusted operating margin. We expanded into new categories and geographies. We also renewed our partnerships with Vince and Veronica Beard and, shortly after year-end, signed a shoe licensing deal with Favorite Daughter and entered into a definitive agreement to acquire Stuart Weitzman. |
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| ª | Leadership with Kids and Family at Famous Footwear: We increased our market share in shoe chains as well as in Kids, and continued investing in our high-performing FLAIR store remodels. We grew our vertical brand penetration while adding new national brands, and we have even more brand additions planned for 2025. |
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| ª | Investing in People and Capabilities: We added to the leadership of our company in several areas including brand management, merchandising, operations, and strategy. We also upgraded our financial and operating platform to support future growth and significantly expanded our presence internationally. |
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| ª | Disciplined Financial Management: We generated approximately $105 million in cash flow from operations. During 2024, we made the difficult decision to restructure parts of our organization to better align with our strategic focus. And, finally, we returned approximately $74.7 million to shareholders through a combination of our long-standing dividend and share repurchases. We ended the year with a strong balance sheet and significant liquidity. |
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In short, we are proud of the Caleres team and the tremendous progress we have made across a wide range of strategic objectives. Our powerful brands, best-in-class capabilities, and value-driving structure position us exceptionally well to return to growth in 2025. Most of all, we 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 2025 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 10, 2025, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 2024 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 2024 Annual Report on Form 10-K, which provides detailed information relating to our activities and operating performance, is available
online 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.
Yours truly,
| DIANE M. SULLIVAN Executive Chair | JAY W. SCHMIDT President & Chief Executive Officer |
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2025 CALERES PROXY STATEMENT
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