Shareholder Vote

SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street NW Washington, D.C. 29549 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, 2017 THE CATO CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of  Incorporation (Commission File Number) (IRS Employer Identification No.) 8100 Denmark Road, Charlotte, NC (Address of Principal Executive Offices) 28273-5975 (Zip Code) (704) 554-8510 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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:    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)) Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨ THE CATO CORPORATION Item 5.07.  Submission of Matters to a Vote of Security Holders. On May 19, 2017, the Registrant held its Annual Meeting.  The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting.  The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, the two nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below). In addition, management’s proposal regarding a non-binding advisory vote approving executive compensation was approved (Proposal 2 below). In addition stockholders selected, on a non-binding advisory basis, annual for the frequency of holding the stockholder advisory vote on executive compensation (Proposal 3 below). In addition, management’s proposal regarding ratification of the retention of PricewaterhouseCoopers LLP as the Registrant’s registered independent public accounting firm for 2011 was approved (Proposal 4 below). Summary Of Voting By Proposal 1. To elect Bryan F. Kennedy, III and Thomas B. Henson, each for a term expiring in 2014 and until their successors are elected and qualified.  Votes recorded, by nominee, were as follows:                         Nominee For Abstain Broker Non-Votes Bryan F. Kennedy, III 37,514,562 1,364,845 1,160,770 Thomas B. Henson 38,330,790 548,617 1,160,770 2. To hold an advisory (non-binding) vote on executive compensation.  The Company’s shareholders voted to approve this proposal with 37,495,739 votes for and 1,311,158 votes against.  There were 72,510 abstentions and 1,160,770 Broker non-votes. 3. To hold an advisory (non-binding) vote on how often a shareholder vote on “say on pay” is held, annually, biannually or triennially.  The Company’s shareholders voted:  34,400,470 for annually, 55,291 for biennially, and 4,384,877 for triennially.  There were 38,769 abstentions and 1,160,770 Broker non-votes. In light of the voting results with respect to the frequency of advisory votes on executive compensation, the Company’s board of directors has determined that the Company currently intends to hold an advisory vote on the compensation of our named executive officers annually until the next required vote on the frequency of advisory votes on executive compensation.  4. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2018.  The Company’s shareholders voted to approve this proposal with 38,894,582 votes for and 125,232 votes against.  There were 20,364 abstentions.             2 Signatures 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 thereunto duly authorized.                                                                                     THE CATO CORPORATION May 22, 2017 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer May 22, 2017 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer 3