Bylaw Amendment · 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 22, 2025 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 22, 2025, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from twelve to eleven, effective May 22, 2025. The Bylaws, as amended and effective May 22, 2025, are included as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders held on May 22, 2025, three proposals described in the Notice of Annual Meeting of Shareholders dated April 10, 2025, were voted upon: 1. The shareholders elected 11 directors, Lisa A. Flavin, Brenda C. Freeman, Kyle F. Gendreau, Lori H. Greeley, Mahendra R. Gupta, Ward M. Klein, Steven W. Korn, Molly Langenstein, Wenda Harris Millard, John W. Schmidt 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 25,035,848 259,063 3,850,065 Brenda C. Freeman 24,843,013 451,898 3,850,065 Kyle F. Gendreau 24,931,716 363,195 3,850,065 Lori H. Greeley 24,844,737 450,174 3,850,065 Mahendra R. Gupta 24,442,918 851,993 3,850,065 Ward M. Klein 24,500,256 794,655 3,850,065 Steven W. Korn 24,192,502 1,102,409 3,850,065 Molly Langenstein 24,928,619 366,292 3,850,065 Wenda Harris Millard 24,706,756 588,155 3,850,065 John W. Schmidt 25,076,297 218,614 3,850,065 Bruce K. Thorn 24,844,112 450,799 3,850,065 ​ 2. The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: ​ ​ ​ ​ For Against Abstaining 28,200,124 804,408 140,444 ​ 3. The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: ​ ​ ​ ​ For Against Abstaining Broker Non-Votes 22,532,100 2,463,929 298,882 3,850,065 ​ Item 9.01   Financial Statements and Exhibits ​ ​ ​ ​ ​ ​ ​ ​ (d) ​ Exhibits ​ ​ ​ ​ Exhibit Number ​ Description 3.1 ​ Bylaws, effective May 22, 2025 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.        CALERES, INC.     (Registrant)             Date:  May 23, 2025 ​ /s/ Thomas C. Burke     Thomas C. Burke     Senior Vice President, General Counsel and Secretary ​ ​ ​