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 23, 2024 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 23, 2024, three proposals described in the Notice of Annual Meeting of Shareholders dated April 11, 2024 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 28,777,163 198,751 1,665,013 Brenda C. Freeman 28,741,493 234,421 1,665,013 Lori H. Greeley 28,712,452 263,462 1,665,013 Mahendra R. Gupta 28,282,107 693,807 1,665,013 Carla C. Hendra 28,222,145 753,769 1,665,013 Ward M. Klein 27,925,329 1,050,585 1,665,013 Steven W. Korn 28,178,954 796,960 1,665,013 Wenda Harris Millard 28,585,302 390,612 1,665,013 John W. Schmidt 28,642,183 333,731 1,665,013 Diane M. Sullivan 28,492,548 483,366 1,665,013 Bruce K. Thorn 28,714,766 261,148 1,665,013 ​ 2. The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: ​ ​ ​ ​ For Against Abstaining 29,365,197 1,220,969 54,761 ​ 3. The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: ​ ​ ​ ​ For Against Abstaining Broker Non-Votes 26,814,180 1,718,627 443,107 1,665,013 ​ ​ ​ 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 23, 2024 ​ /s/ Thomas C. Burke     Thomas C. Burke     Senior Vice President, General Counsel and Secretary ​ ​ ​