CALERES INC
For the period ended May 28, 2026. Filed Apr 16, 2026.
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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 28, 2026 · Filed Apr 16, 2026
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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 |
CALERES EST + 1878 2026 Proxy Statement Notice of Annual Meeting of Stockholders
Welcome to Caleres
JAY W. SCHMIDT President and CEO
ª Our powerful brands, best-in-class capabilities,inspiringexperiences, andvalue-drivingstructure position uswell to delivergrowth in 2026.
April 16, 2026
Dear Fellow Shareholders:
Fiscal 2025 was a challenging year marked by the impact of tariffs and a highly volatile retail environment. Against this backdrop, we made progress executing our strategic growth vectors. Our progress in the year included:
| ª | Building Footwear Brands: Our Brand Portfolio business returned to growth in the second half of the year, with strength in owned e-Commerce and International. Our Lead Brands outperformed. For the full year, we grew our active consumer file and gained market share in Women’s Fashion Footwear in our Brand Portfolio segment. We also completed the acquisition of Stuart Weitzman and successfully integrated operations into our business. |
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| ª | Leadership with Kids and Family at Famous Footwear: We delivered sequential improvement at Famous Footwear in the second half of the year and reported positive comps in the fourth quarter. For the full year, we increased our market share in Shoe Chains as well as in Kids and continued investing in our high-performing FLAIR store remodels. We added new, highly demanded national brands at more premium prices. |
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| ª | Evolved Our Sourcing Organization: We accelerated the strategic diversification of our product sourcing and maintained flexibility in response to the changing tariff landscape. While tariffs negatively impacted gross margins in 2025, we anticipate full recovery in 2026. |
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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 finance. We also made structural changes to our organization to improve organizational efficiency and align our teams with our greatest opportunities for growth and returns. |
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| ª | Disciplined Investment and Financial Strategy: We enhanced our financial flexibility by increasing the size of our credit facility. We invested in our business while completing a strategic acquisition. We returned $9.4 million to shareholders through our long-standing dividend. 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, inspiring experiences, and value-driving structure position us exceptionally well to return to growth in 2026. Most of all, we would like to thank you for your ongoing interest and support. We look forward to more successes in the years ahead.
We are using the internet to provide our 2026 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 16, 2026, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 2025 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 2025 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,
JAY W. SCHMIDT President & Chief Executive Officer
2026 CALERES PROXY STATEMENT
Notice of Annual Meeting of Shareholders
8300 Maryland Avenue, St. Louis, Missouri 63105
| DATE AND TIME Thursday, May 28, 2026 10:30 a.m., Central Time PLACE Caleres, Inc. 8300 Maryland Avenue St. Louis, Missouri 63105 | MATTERS TO BE VOTED ON 1. Election of ten director nominees named in this proxy statement, 2. Ratification of independent registered public accountants, 3. Approval of the Incentive and Stock Compensation Plan of 2026, 4. Approval of the Company’s executive compensation, and 5. 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 16, 2026 |
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