CALERES INC
For the period ended May 28, 2026. Filed Apr 16, 2026.
View on SEC.govAbout this filing
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
Contents
PROXY STATEMENT SUMMARY
This summary highlights certain information relating to the items being
voted on that can be found in greater detail elsewhere in this proxy statement.
For additional information about these topics, shareholders should read the entire
proxy statement before voting.
2026 ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIME May 28, 2026 10:30 a.m., Central Time | LOCATION Caleres, Inc. 8300 Maryland Avenue St. Louis, Missouri 63105 |
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On April 16, 2026, we are commencing mailing to our shareholders of record a notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K online, and we are commencing mailing these proxy materials to shareholders of record who requested paper copies.
VOTING MATTERS
Your vote is very important to us. Whether or not you plan to attend the 2026 annual meeting, we urge you to vote and submit your proxy on all of the proposals to ensure that your shares are represented.
| Proposal 1 Election of Directors The Board recommends a vote FOR each nominee. Page 23 | Proposal 2 Ratification of Ernst & Young LLP as the Company’s independent registered public accountants The Board recommends a vote FOR this proposal. Page 34 | Proposal 3 Approval of the Company’s Incentive and Stock Compensation Plan of 2026 The Board recommends a vote FOR this proposal. Page 37 | Proposal 4 Approval, by Non-Binding Advisory Vote, of the Company’s Executive Compensation The Board recommends a vote FOR this proposal. Page 79 |
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| 2026 CALERES PROXY STATEMENT | 1 |
FINANCIAL HIGHLIGHTS FOR 2025
Caleres had a difficult year in 2025 as tariffs and the volatile retail environment negatively impacted our results. Our Brand Portfolio achieved sales growth of 7.3% with the addition of our newest Lead Brand, Stuart Weitzman, driving the growth and strong performance from our Lead Brand group. Our Brand Portfolio gained market share in Women’s Fashion Footwear during the year. Additionally, our ownede-Commerce business grew 17% for the year and Brand Portfolio international sales increased 41%, with strong contributions from our newest acquisition supplementing organic growth. Brand Portfolio adjusted operating earnings of $55 million declined due to the impact of tariffs on our business, bad debt expense related to select wholesale customers, and the dilutive impact of the Stuart Weitzman acquisition. Famous Footwear generated $1.5 billion in revenue for the year, down 3.6%, with comparable store sales down 2.3%. Despite sales declines, Famous Footwear gained market share in Shoe Chains during the year, according to Circana. Famous Footwear focused on elevating its assortment and selling environments during the year to further cement its competitive advantages and leadership position with the Millennial family. Adjusted operating earnings for the Famous segment were $47.5 million in 2025, down to last year, due to higher levels of promotion and deleverage of expense. Despite the challenging year, we continued to maintain a strong balance sheet and financial flexibility. We increased our availability under our revolving credit facility and continued to invest in value-driving organic growth opportunities while returning $9.4 million to shareholders through quarterly dividend payments. Caleres made significant progress on long-term strategic objectives in 2025 and is poised to return to growth in 2026.
2025 HIGHLIGHTS:
| ª | Consolidated net sales increased $35.2 million, or 1.3%, to $2,757.9 million in 2025, compared to $2,722.7 million last year. Net sales of our Famous Footwear segment decreased $56.4 million, or 3.6%, compared to 2024. Net sales of our Brand Portfolio segment increased $90.0 million, or 7.3%, compared to 2024, driven by the acquisition of Stuart Weitzman in August 2025. |
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| ª | Consolidated operating earnings decreased to $6.4 million, or 95.7%, in 2025, compared to $149.9 million last year. The decrease was driven by the |
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tariff impact in 2025 and higher expenses related to our Stuart Weitzman acquisition.
| ª | On a GAAP basis, we reported a consolidated net loss attributable to Caleres, Inc. of $6.7 million, or loss per diluted share of $0.21 compared to $107.3 million, or earnings per diluted share of $3.09, last year. On an adjusted basis, our net earnings were $20.5 million, or earnings of $0.61 per diluted share, compared to $114.6 million, or earnings of $3.30 per diluted share last year.1 |
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| NET SALES $2,757.9M | ADJUSTED GROSS PROFIT MARGIN 1 43.5% | ADJUSTED DILUTED EPS 1 $0.61 |
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| BRAND PORTFOLIO 48% of Caleres net sales | U.S. TOTAL FOOTWEAR MARKET SHARE 5.8% according to Circana, LLC, Retail Tracking Service | DIRECT-TO-CONSUMER PENETRATION 73% e-Commerce and retail stores |
| 1 | A reconciliation of adjusted results is included in Annex 1 to this proxy statement. |
RESPONSIBLE BUSINESS
Across our portfolio of brands, we feel passionately that how we do business is as important as how much business we do. Our long-standing pledge to quality craftsmanship includes creating sustainable and lasting value for all our stakeholders. What it really comes down to is caring—about people, ethics and integrity, our shared planet, and about healthy financial performance. Caring is so integral to our business that we champion it as one of our core company values. The Caleres story is most simply defined by the Company’s mission: Inspire people to feel great...feet first.
| ª | At Caleres, we care passionately about helping people feel great...feet first. That comfort arises from both our product portfolio and our five-star promise for delivering sustainability excellence: Caleres Cares...Feet First. |
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Fit means more than how great our shoes feel on your feet. Every bit as important is how well our brands align with our customers’ values.
Caleres creates sustainable value by governing and operating with integrity and transparency and by pursuing ambitious sustainability targets.
Curious, creative people working in an inclusive and empowering environment continue to propel our company forward.
We give back to people and communities in need, and work to advance the profession and professionals of footwear.
By holding our suppliers to high standards and taking part in industry and NGO initiatives, we help drive continuous improvement.
| 2026 CALERES PROXY STATEMENT | 3 |
| OUR BRANDS | $1.9M & 155K+ PAIRS donated to Soles4Souls and Ticket to Dream by Famous Footwear customers and Caleres. | 21K+ PAIRS recrafted through Allen Edmonds, bringing shoes back to life through timeless craftsmanship. | 8.3K+ PAIRS of preloved Sam Edelman shoes sold to over 3K unique buyers, advancing circular fashion & sustainability. |
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| OUR PEOPLE | ~10K Caleres Associates globally | 72K+ learning courses taken by Caleres Associates across a broad range of topics including developmental, technical, role based, and compliance training via our online learning platform. | SEVEN “Caleidoscope” Community Resource Groups (CRG) established since 2022 to support our goals of fostering inclusion, leadership and belonging for Caleres Associates and allies across all levels of the organization. |
| OUR PARTNERS | 31% of our strategic suppliers use wind or solar energy. | 98% of the leather purchased for our products was sourced from tanners certified by the Leather Working Group, ensuring it comes from facilities that meet rigorous environmental standards for water use, energy, waste management, and chemical control. | 79% waste reduction was achieved by strategic factories participating in the Footwear Factory Zero Waste program. |
| OUR COMPANY | 5TH YEAR consecutively being included on Newsweek’s America’s Most Responsible Companies list | ONE PLANET STANDARD designates our products that meet our highest level of sustainability criteria. | 95% of Caleres-owned products now contain at least one environmentally preferred material. |
| OUR COMMUNITIES | $741K+ was raised for United Way by corporate Associates and the Caleres Cares Charitable Trust contribution. | 1.3K+ volunteer hours were logged by Caleres Associates. | $1.1M in grants, matching gifts, and other donations supported worthy organizations that help people live better lives. |
DIRECTOR NOMINEES
In accordance with our restated certificate of incorporation and bylaws which provide that all directors will be elected forone-year terms, the board of directors has nominated ten (10) directors for election at the 2026 annual meeting, as outlined in the table below, for aone-year term expiring at the annual meeting of shareholders to be held in 2027.
| NAME | Age | Director Since | Independent | Committee(s) |
|---|---|---|---|
| Lisa A. Flavin Senior Vice President, Chief Compliance and Transformation Officer, Emerson | 61 | 2019 | ª | Audit, Chair; Executive |
| Brenda C. Freeman Founder, Joyeux Advisory Group | 61 | 2017 | ª | Technology and Digital Commerce, Chair; Governance and Nominating |
| Kyle F. Gendreau CEO, Samsonite International S.A. | 56 | 2024 | ª | Audit; Culture, Compensation and People |
| Lori H. Greeley CEO, Serena & Lily | 66 | 2015 | ª | Culture, Compensation and People |
| Mahendra R. Gupta Geraldine J. and Robert L. Virgil Professor of Accounting, Olin School of Business | 70 | 2011 | ª | Audit |
| Ward M. Klein Former Executive Chairman, Edgewell Personal Care | 70 | 2007 | ª | Executive, Chair; Governance and Nominating, Chair |
| Molly Langenstein Former CEO, Chico’s FAS | 62 | 2024 | ª | Governance and Nominating; Technology and Digital Commerce |
| Wenda Harris Millard Former Vice Chairman, Media Link | 71 | 2017 | ª | Culture, Compensation and People, Chair; Executive |
| John W. Schmidt President and CEO, Caleres | 65 | 2023 | Executive | |
| Bruce K. Thorn Former President and CEO, Big Lots, Inc. | 59 | 2022 | ª | Culture, Compensation and People; Technology and Digital Commerce |
| 2026 CALERES PROXY STATEMENT | 5 |
CORPORATE GOVERNANCE HIGHLIGHTS
Since 1878, we have been guided by a value system that emphasizes integrity and trust at all levels of our organization. We have longstanding policies and practices to promote the management of our Company with integrity and in our shareholders’ best interests.
The board of directors has adopted and adheres to corporate governance practices that it believes represent sound practices, including the following:
| BOARD COMPOSITION | ª Our board is declassified and all directors are elected annually. ª Our board has an effective mix of skills, experience and perspectives. ª Half of our directors are diverse: 45% of our directors are female and 18% are racially and ethnically diverse. | ª We actively refresh our board. We have added four new directors in the past four years and our director tenure is balanced, with an average tenure of 8 years for continuing directors. |
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| BOARD INDEPENDENCE | ª 10 out of the 11 members of the board of directors are independent. | ª Our Audit, Governance and Nominating, Culture, Compensation and People, and Technology and Digital Commerce Committees are comprised solely of independent directors. |
| GOVERNANCE PRACTICES | ª Our Chair of the board of directors is independent. ª The independent directors meet regularly in executive session. ª The board of directors and committees conduct annual self-evaluations. ª We have a director resignation policy in the event an incumbent director does not receive a majority of votes cast. | ª We maintain a policy under which no director may be appointed if he or she is 72 or older or nominated for a term extending beyond the annual shareholders’ meeting following the end of the calendar year during which the individual turns 72, except in limited circumstances. ª The Company does not have a poison pill in place. ª Risk management is overseen by the full board of directors and designated committees. |
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
The following table summarizes certain executive compensation practices that we have implemented to reward performance without encouraging inappropriate or excessive risk-taking and align executives’ interests with shareholders’ interests, as well as practices that we avoid because we do not believe they would serve the long-term interest of the shareholders.
| What We Do | What We Don’t Do |
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| ª The vast majority of pay is variable or “at risk”, i.e., performance-based or equity-based or both ª We include challenging performance objectives in annual and long-term incentive awards that encourage value creation for shareholders ª We cap annual incentive and long-term performance award payouts at 200% of target ª We utilize an independent compensation consultant ª We maintain significant stock ownership requirements (6x base salary for CEO) ª We generally provide for three-year performance periods/vesting in long-term awards ª We provide limited perquisites with reasonable business rationale ª We regularly assess the risk-reward balance of our compensation programs ª We include clawback provisions in our key compensation programs and our executive officers are subject to a compensation recovery policy in the event of certain misstatements | ª We prohibit hedging, pledging, or short sales of Company stock by directors and executive officers ª No single trigger provisions for cash severance ª We do not provide cash severance payments exceeding 2x salary and target annual incentive award (plus prorated bonus for year of termination, if earned) ª We no longer provide change of control excise tax gross-ups to executive officers ª We prohibit repricing or replacing underwater stock options or stock appreciation rights |
| 2026 CALERES PROXY STATEMENT | 7 |
DIRECTOR SKILLS & QUALIFICATIONS
CURRENT BOARD DIVERSITY
| 2026 CALERES PROXY STATEMENT | 9 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.