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Get filing alertsCaleres shareholders approve 2026 equity plan and re-elect 10 directors at annual meeting
Filed May 28, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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Shareholders approved new 2026 equity compensation plan with 93% support, which will govern future stock-based awards to employees and executives and may dilute existing shares.
Item 5.02 view on EDGAR → -
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All 10 director nominees elected to one-year terms with strong shareholder support, each receiving over 23.7 million votes in favor.
Item 5.07 verify on EDGAR → -
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Board reduced its size from 11 to 10 directors effective May 28, 2026, through bylaw amendment—a routine governance adjustment.
Item 5.03 verify on EDGAR → -
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Shareholders ratified Ernst & Young as independent auditor with 99% approval and endorsed executive compensation with 98% support.
Item 5.07 verify on EDGAR →
Summary
Caleres held its annual shareholder meeting on May 28, 2026, where investors approved several routine governance matters. The most notable action was approval of the company's 2026 Incentive and Stock Compensation Plan, which received 93% shareholder support.
This new equity plan will govern how Caleres grants stock options, restricted shares, and other equity awards going forward, providing tools to retain and incentivize employees while potentially diluting existing shareholders over time. The board also reduced its size from 11 to 10 members through a bylaw amendment, effective immediately.
All other votes reflected strong shareholder confidence in management and governance. The full slate of 10 directors was re-elected with minimal opposition, Ernst & Young was ratified as auditor with 99% approval, and the advisory say-on-pay vote passed with 98% support. These results suggest shareholders are satisfied with the company's current direction and leadership. Investors should watch for details on how the new equity plan is utilized in future quarters, particularly the size and structure of grants to executives and key employees.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Board reduced director count from eleven to ten effective May 28, 2026.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 28, 2026, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from eleven to ten, effective May 28, 2026.
The company reduced its board of directors from eleven members to ten members, effective immediately. This is a routine governance change that does not indicate any specific departure or business event.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Caleres held its annual shareholder meeting on May 28, 2026, electing 10 directors and approving auditor, equity plan, and executive pay proposals.
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The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: For | Against | Abstaining | 26,291,899 | 213,627 | 62,862
Shareholders overwhelmingly ratified Ernst & Young LLP as the company's independent auditor with over 26 million votes in favor and minimal opposition. This is a routine annual vote confirming the audit relationship.
Added in current filing · verify on EDGAR →
The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: For | Against | Abstaining | Broker Non-Votes | 23,512,712 | 488,675 | 156,908 | 2,410,093
Shareholders approved executive compensation with approximately 98% of votes cast in favor. This non-binding advisory vote indicates strong shareholder support for the company's executive pay practices and philosophy.
Event · Item 9.01 — Financial Statements and Exhibits
Caleres filed amended bylaws and adopted a new 2026 equity compensation plan, both effective May 28, 2026.
Added in current filing · verify on EDGAR →
Caleres, Inc. Incentive and Stock Compensation Plan of 2026
The company adopted a new equity compensation plan for 2026, which was previously disclosed in the April 16, 2026 proxy statement. This plan governs how the company can grant stock options, restricted stock, and other equity awards to employees and directors. The adoption suggests shareholder approval was obtained at the annual meeting.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Bylaws, effective May 28, 2026
The company filed amended bylaws effective May 28, 2026. The 8-K does not describe the specific changes made to the bylaws, only that they were updated. Investors would need to review the full exhibit to understand what governance provisions changed.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify