Shareholder Vote

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) May 26, 2023 ( May 25, 2023 ) CALERES, INC. ( Exact name of registrant as specified in its charter) ​ New York    1-2191    43-0197190 (State or other jurisdiction of   ​   ​ 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 5.07. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders held on May 25, 2023, four proposals described in the Notice of Annual Meeting of Shareholders dated April 13, 2023, were voted upon: 1. The shareholders elected 11 directors, Lisa A. Flavin, Brenda C. Freeman, Lori H. Greeley, Mahendra R. Gupta, Carla C. Hendra, Ward M. Klein, Steven W. Korn, Wenda Harris Millard, John W. Schmidt, Diane M. Sullivan and Bruce K. Thorn, each for a term of one year. The voting for each director was as follows: ​ ​ ​ ​ Directors For Withheld Broker Non-Votes Lisa A. Flavin 27,550,463 296,968 2,046,291 Brenda C. Freeman 27,290,435 556,996 2,046,291 Lori H. Greeley 27,277,188 570,243 2,046,291 Mahendra R. Gupta 27,321,700 525,731 2,046,291 Carla C. Hendra 26,474,379 1,373,052 2,046,291 Ward M. Klein 26,163,463 1,683,968 2,046,291 Steven W. Korn 26,413,080 1,434,351 2,046,291 Wenda Harris Millard 27,178,792 668,639 2,046,291 John W. Schmidt 27,464,486 382,945 2,046,291 Diane M. Sullivan 27,188,809 658,622 2,046,291 Bruce K. Thorn 27,347,187 500,244 2,046,291 ​ 2. The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: ​ ​ ​ For Against Abstaining 28,798,565 1,067,354 27,803 ​ 3. The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: ​ ​ ​ ​ For Against Abstaining Broker Non-Votes 25,344,994 2,369,527 132,910 2,046,291 ​ ​ ​ 4. The shareholders approved, by advisory vote, of a frequency of future votes on executive compensation of one year. The voting was as follows: ​ ​ ​ ​ ​ One Year Two Years Three Years Abstaining Broker Non-Votes 26,543,777 43,387 1,096,925 163,342 2,046,291 ​ In accordance with this vote, the Board determined that Caleres, Inc. would continue to hold an annual advisory vote on executive compensation. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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.        CALERES, INC.     (Registrant)             Date:  May 26, 2023 ​ /s/ Thomas C. Burke     Thomas C. Burke     Senior Vice President, General Counsel and Secretary ​ ​ ​