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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
 
Form
8-K
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 22, 2025
 
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 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
 
Item 2.02. Results of Operations and Financial Condition.
On May 22, 2025, The Cato Corporation issued a press release regarding its financial results for
 
the first quarter
ending May 3, 2025. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.
Item 5.07. Submission of Matters to a Vote
 
of Security Holders.
On
 
May
 
22,
 
2025,
 
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 to amend and
 
restate the Cato Corporation
 
2013 Employee Stock Purchase
 
Plan
was approved (Proposal 2 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
 
January 31, 2026
 
was approved (Proposal
 
3
below).
 
Summary of Voting
 
By Proposal
 
1.
To
 
elect Theresa
 
J. Drew
 
and D.
 
Harding Stowe,
 
each for
 
a term
 
expiring in
 
2028
 
and until
 
their successors
are elected and qualified. Votes
 
recorded, by nominee, were as follows:
 
 
 
 
 
 
 
 
Nominee
 
 
For
 
 
Abstain
 
Broker
Non-Votes
Theresa J. Drew
 
25,248,912
 
282,410
 
5,927,162
D. Harding Stowe
22,904,087
2,627,335
5,927,162
 
2.
To
 
consider
 
and
 
vote
 
upon
 
a
 
proposal
 
to
 
amend
 
and
 
restate
 
The
 
Cato
 
Corporation
 
2013
 
Employee
 
Stock
Purchase
 
Plan,
 
as
 
amended
 
in
 
2021.
 
The
 
Company’s
 
shareholders
 
voted
 
to
 
approve
 
this
 
proposal
 
with
25,305,519 for and 143,306 votes against. There were 82,497 abstentions.
3.
To
 
ratify
 
the
 
selection
 
of
 
PricewaterhouseCoopers
 
LLP
 
as
 
the
 
Company’s
 
independent
 
registered
 
public
accounting firm
 
for the
 
fiscal year
 
ending
 
January 31,
 
2026. The
 
Company’s
 
shareholders
 
voted to
 
approve
this proposal with 31,099,302 for and 268,605 votes against. There
 
were 90,577 abstentions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)
 
 
 
 
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, 2025
/s/ John P.
 
D. Cato
Date
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer
May 28, 2025
/s/ Charles D. Knight
Date
Charles D. Knight
 
Executive Vice President
Chief Financial Officer
 
 
4
Exhibit Index
 
Exhibit
Exhibit
No.
99.1
104
 
Cover page Interactive Data File (embedded within Inline
XBRL document)
104