Form 8-K/A - Current report: [Amend]

FALSE 0000018255 0000018255 2024-05-23 2024-05-23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW

Washington, D.C. 29549

 

Form

8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

 

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

 

May 23, 2024

 

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction

of

 

Incorporation

(Commission

File Number)

(IRS Employer

Identification No.)

8100 Denmark Road

,

Charlotte

,

North Carolina

(Address of Principal Executive Offices)

28273-5975

(Zip Code)

(704)

554-8510

(Registrant’s Telephone

 

Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check

 

the

 

appropriate

 

box

 

below

 

if

 

the

 

Form

 

8-K

 

filing

 

is

 

intended

 

to

 

simultaneously

 

satisfy

 

the

 

filing

 

obligation

 

of

 

the

 

registrant

under any of the following provisions:

 

☐

 

Written communications pursuant to Rule 425

 

under the Securities Act (17 CFR 230.425)

 

☐

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a

 

-12)

 

☐

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

 

Act (17 CFR 240.14d-2(b))

 

☐

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

 

Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

 

as defined in as defined in Rule 405 of the Securities

Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

 

(§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company,

 

indicate by check mark if the registrant has elected not to use the extended

 

transition period for

complying with any new or revised financial accounting standards provided

 

pursuant to Section 13(a) of the Exchange Act.

☐

 

 

 

 

 

 

 

 

 

 

 

 

 

2

THE CATO

 

CORPORATION

 

Explanatory Note

 

The Cato

 

Corporation Inc.

 

(the

“Company”

) filed

 

a Current

 

Report on

 

Form 8-K

 

on May

 

28,

 

2024 (the

“Original

Report”

).

 

This

 

amendment

 

(the

“Amended

 

Report”

)

 

to

 

the

 

Original

 

Report

 

amends

 

and

 

restates

 

Item

 

5.07

 

of

 

the

Original

 

Report

 

in

 

its

 

entirety

 

to

 

correct

 

a

 

clerical

 

error

 

in

 

the

 

description

 

of

 

proposal

 

1

 

which

 

misidentified

 

the

directors standing for election

 

and the length of the new

 

term to be served. This

 

Amended Report does not amend

 

or

update any other information set forth in the Original Report.

Item 5.07. Submission of Matters to a Vote

 

of Security Holders.

On

 

May

 

23,

 

2024,

 

the

 

Registrant

 

held

 

its

 

Annual

 

Meeting.

 

The

 

following

 

are

 

the

 

voting

 

results

 

on

 

each

 

matter

submitted to the Registrant’s

 

stockholders at the

 

Annual Meeting. The

 

proposals below are described

 

in detail in the

Proxy Statement.

 

At the Annual

 

Meeting, the two

 

nominees for director

 

were elected to

 

the Registrant’s

 

Board of Directors

 

(Proposal

1 below).

 

In

 

addition,

 

management’s

 

proposal

 

regarding

 

the

 

selection

 

of

 

PricewaterhouseCoopers

 

LLP

 

as

 

the

 

Company’s

independent registered public

 

accounting firm for

 

the fiscal year ending

 

February 1, 2025

 

was approved (Proposal

 

2

below).

 

Summary of Voting

 

By Proposal

 

1. To

 

elect John P.

 

D. Cato and

 

Bailey W.

 

Patrick,

 

each for

 

a term expiring

 

in 2027

 

and until

 

their successors are

elected and qualified. Votes

 

recorded, by nominee, were as follows:

 

 

 

 

 

 

 

 

Nominee

 

 

For

 

 

Abstain

 

Broker

Non-Votes

John P.

 

D. Cato

 

24,769,119

 

3,047,577

 

5,792,278

Bailey W.

 

Patrick

23,905,656

3,911,040

5,792,278

 

2. To

 

approve, to

 

ratify the

 

selection

 

of PricewaterhouseCoopers

 

LLP as

 

the Company’s

 

independent

 

registered

public

 

accounting

 

firm

 

for

 

the

 

fiscal

 

year

 

ending

 

February

 

1,

 

2025.

 

The

 

Company’s

 

shareholders

 

voted

 

to

approve this proposal with 33,293, 856 for and 173,223 votes against. There

 

were 141,895 abstentions.

 

 

 

 

 

3

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the

 

Registrant has duly caused this

report to be signed on its behalf by the undersigned thereunto duly

 

authorized.

 

THE CATO

 

CORPORATION

May 28, 2024

/s/ John P.

 

D. Cato

Date

John P.

 

D. Cato

Chairman, President and

Chief Executive Officer

May 28, 2024

/s/ Charles D. Knight

Date

Charles D. Knight

 

Executive Vice President

Chief Financial Officer

Document and Entity Information	May 23, 2024
Document and Entity Information [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity Registrant Name	THE CATO CORPORATION
Entity Central Index Key	0000018255
Entity Emerging Growth Company	false
Security 12b Title	Class A - Common Stock, par value $.033 per share
Trading Symbol	CATO
Security Exchange Name	NYSE
Entity File Number	1-31340
Entity Incorporation State Country Code	DE
Entity TaxIdentification Number	56-0484485
Entity Address Address Line 1	8100 Denmark Road
Entity Address City Or Town	Charlotte
Entity Address State Or Province	NC
Entity Address Postal Zip Code	28273-5975
City Area Code	(704)
Local Phone Number	554-8510
Written Communications	false
Soliciting Material	false
Pre-Commencement Tender Offer	false
Pre-Commencement Issuer Tender Offer	false

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