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 28, 2026 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 28, 2026, the Board of Directors amended Article II, Section 1 of the Company’s Bylaws to decrease the number of directors from eleven to ten, effective May 28, 2026. The Bylaws, as amended and effective May 28, 2026, 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 28, 2026 , four proposals described in the Notice of Annual Meeting of Shareholders dated April 16, 2026, were voted upon: 1. The shareholders elected 10 directors, Lisa A. Flavin, Brenda C. Freeman, Kyle F. Gendreau, Lori H. Greeley, Mahendra R. Gupta, Ward M. Klein, 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 23,773,615 384,680 2,410,093 Brenda C. Freeman 23,913,899 244,396 2,410,093 Kyle F. Gendreau 23,910,422 247,873 2,410,093 Lori H. Greeley 23,854,474 303,821 2,410,093 Mahendra R. Gupta 23,858,283 300,012 2,410,093 Ward M. Klein 23,852,360 305,935 2,410,093 Molly Langenstein 23,898,139 260,156 2,410,093 Wenda Harris Millard 23,882,817 275,478 2,410,093 John W. Schmidt 23,908,913 249,382 2,410,093 Bruce K. Thorn 23,904,017 254,278 2,410,093 ​ ​ 2. The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: ​ ​ ​ ​ For Against Abstaining 26,291,899 213,627 62,862 ​ 3. The shareholders approved the Company’s Incentive and Stock Compensation Plan of 2026. The voting was as follows: ​ ​ ​ ​ ​ For Against Abstaining Broker Non-Votes 22,550,026 1,537,538 70,731 2,410,093 ​ ​ 4. The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: ​ ​ ​ ​ ​ For Against Abstaining Broker Non-Votes 23,512,712 488,675 156,908 2,410,093 ​ ​ ​ Item 9.01.   Financial Statements and Exhibits ​ ​ (d) Exhibits ​   ​ ​ ​ ​ Exhibit Number ​ Description 3.1 ​ Bylaws, effective May 28, 2026 ​ 10.1 ​ Caleres, Inc. Incentive and Stock Compensation Plan of 2026, incorporated herein by reference to Exhibit A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on Schedule 14A on April 16, 2026 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 28, 2026 ​ /s/ Thomas C. Burke     Thomas C. Burke     Senior Vice President, General Counsel and Secretary ​ ​ ​