UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) December 28, 2022 (December 22, 2022)
CALERES, INC.
(Exact name of registrant as specified in its charter)
New York |
| 1-2191 |
| 43-0197190 |
(State or other jurisdiction of |
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incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
8300 Maryland Avenue St. Louis, Missouri |
| 63105 |
(Address of principal executive offices) |
| (Zip Code) |
(314) 854-4000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
☐ | 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 |
Common Stock - par value of $0.01 per share | CAL | 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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2022, Caleres, Inc. (“Caleres” or the “Company”) amended the Caleres, Inc. Supplemental Executive Retirement Plan (the “Plan”), effective as of December 31, 2022, to provide that no new Executive Benefit Participants will be eligible to participate in the Plan, existing Executive Benefit Participants in the Plan will be entitled only to the lump sum actuarial equivalent of the benefits payable under the Plan as if the participant retired as of December 31, 2022 and using the same actuarial assumptions used in calculating benefits as of December 31, 2022, and no additional benefits shall accrue under the Plan with respect to Executive Benefit Participants.
The foregoing description of the amendment to the Plan is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
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Exhibit Number | Description | ||
10.1 | Amendment to the Caleres, Inc. Supplemental Executive Retirement Plan | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
SIGNATURE
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 hereunto duly authorized.
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| CALERES, INC. |
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| (Registrant) |
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Date: December 28, 2022 | /s/ Thomas C. Burke | |
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| Thomas C. Burke |
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| Senior Vice President, General Counsel and Secretary |
Exhibit 10.1
AMENDMENT TO THE CALERES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Caleres, Inc. (“Company”) previously adopted the Caleres, Inc. Supplemental Executive Retirement Plan (“Plan”) for the benefit of eligible employees of the Company and its affiliates;
WHEREAS, Section III of the Plan describes the benefits for Executive Benefit Participants or their beneficiaries (“Executive Benefits”);
WHEREAS, Section IV of the Plan describes the benefits for Excess Benefit Participants or their beneficiaries (“Excess Benefits”);
WHEREAS, pursuant to subsection I of Section VII of the Plan, the Board of Directors of the Company reserved the right to amend the Plan; and
WHEREAS, the Company desires to amend the Plan effective December 31, 2022 (“Freeze Date”) in certain respects, including to freeze participation and all benefit accruals with respect to the Executive Benefit Participants.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended effective as of the Freeze Date as follows:
1. Section II of the Plan is amended to add the following to the end thereof:
No individual shall become an Executive Benefit Participant in the Plan after December 31, 2022 (“Freeze Date”). An Executive Benefit Participant under the Plan as of the Freeze Date shall be entitled only to the lump sum actuarial equivalent of the benefits payable under the Plan as if the Executive Benefit Participant retired as of the Freeze Date, and determined using the same actuarial assumptions which are used in calculating benefits under the Retirement Plan at the time of the Freeze Date, and an Executive Benefit Participant shall not accrue or otherwise be entitled to any additional amount of benefits under the Plan following the Freeze Date.
2. Section III.A of the Plan is amended to add the following to the end thereof:
Notwithstanding any other provision in the Plan, effective as of the Freeze Date, no additional benefits shall accrue under the Plan (including Executive Benefits or Excess Benefits, benefits in connection with a Change of Control, or pre-retirement death benefits) with respect to Executive Benefit Participants under the Plan as of the Freeze Date. Effective as of the Freeze Date, the Company shall determine the lump sum actuarial equivalent of the benefits payable under the Plan with respect to an Executive Benefit Participant as if the Executive Benefit Participant retired (or died, as applicable) as of the Freeze Date, determined using the actuarial assumptions which are used in calculating benefits under the Retirement Plan for an Annuity Starting Date (as defined in the Retirement Plan) during the 2022 plan year, and an Executive Benefit Participant (or his or her beneficiary, as applicable) shall be entitled only to such lump sum amount under the Plan determined as of the Freeze Date. For the avoidance of doubt, an Executive Benefit Participant shall not accrue or otherwise be entitled to any additional amount under the Plan. The time and form of payment of such frozen benefit shall be determined in accordance with the terms of the Plan, including Section V hereof, provided that the amount of the benefit shall be determined in accordance with the foregoing and interest shall accumulate beginning on the Participant’s separation from service until the payment date only and no interest thereon shall accumulate otherwise.
3. Section V of the Plan is amended to add the following new subsection D to the end thereof:
D. Notwithstanding anything herein to the contrary, effective as of the Freeze Date, no additional benefits shall accrue under the Plan (including Executive Benefits or Excess Benefits, benefits in connection with a Change of Control, or pre-retirement death benefits) with respect to Executive Benefit Participants under the Plan as of the Freeze Date. The amount of the frozen benefit determined in accordance with Section III.A of the Plan as of the Freeze Date shall not accumulate interest to the payment date hereunder, except as provided in Section III.A, and no Credited Service under the Retirement Plan shall be accrued or taken into account for purposes of this Plan after the Freeze Date. An Executive Benefit Participant’s frozen benefit otherwise shall be paid at the time and in the form set forth under the terms of the Plan, including Section V hereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf as of this 22nd day of December, 2022.
/s/ Thomas C. Burke |
Thomas C. Burke |
Senior Vice President, General Counsel and Secretary |