Results of Operations · Shareholder Vote

UNITED STATES 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 20, 2021   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 , North Carolina (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share CATO New York Stock Exchange   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.   ☐             2   THE CATO   CORPORATION   Item 2.02.   Results of Operations and Financial Condition.   On May 20, 2021, The Cato Corporation (the “Company”) issued a press release regarding its financial results for the first quarter ending May 1, 2021.   A copy of this press release is furnished as Exhibit 99.1 hereto.   Item 5.07.   Submission of Matters to a Vote   of Security Holders.   On May 20, 2021, 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 three   nominees   for director were elected to the   Registrant’s   Board of Directors   (Proposal   1 below).   In addition, management’s   proposal   to amend and   restate   the Cato Corporation   2013 Employee Stock Purchase   Plan was   approved   (Proposal   2 below).   In addition, management’s proposal regarding   the Company’s executive compensation was approved   (Proposal   3 below).   In addition,   management’s   proposal   regarding   the selection   of PricewaterhouseCoopers   LLP as the Company’s independent registered public accounting firm   for the fiscal   year ending January 29, 2022 was   approved   (Proposal   4 below).   Summary   Of Voting By Proposal   1.   To elect John P.D. Cato, Thomas   E. Meckley   and Bailey   W. Patrick, each for   a term expiring   in 2024 and until their   successors   are elected   and qualified.   Votes recorded, by nominee, were as follows:     Nominee For Abstain Broker   Non-Votes John P.D. Cato 33,028,710 301,255 3,347,114 Thomas E.   Meckley 32,694,837 635,128 3,347,114 Bailey   W. Patrick 28,642,601 4,687,364 3,347,114   2.   To consider   and vote   upon a   proposal to   amend and   restate The   Cato Corporation   2013 Employee Stock Purchase Plan.   The Company’s shareholders voted   to approve this proposal with 33,160,165   votes for   and 148,184   votes against.   There were   21,616 abstentions   and 3,347,114 Broker non-votes.   3.   To approve,   on an advisory   basis, the Company’s   executive compensation.   The Company’s shareholders voted to approve this   proposal with 24,992,869 for and 8,220,993   votes against.   There were 116,103 abstentions and 3,347,114 Broker non-votes.   3     4.   To approve,   to ratify the   selection of PricewaterhouseCoopers   LLP as the Company’s independent registered   public accounting   firm for   the fiscal   year ending   January 29,   2022.   The Company’s shareholders voted to approve this proposal with 36,447,359 for and   118,581 votes against.   There were 111,139 abstentions. Item 7.01.   Regulation FD Disclosure.   On May 20, 2021, The Cato Corporation issued a press release announcing the decision to resume quarterly dividend declarations.   A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01.   Financial Statements and Exhibits.   (d)   Exhibits   Exhibit 99.1 - Press Release issued May 20, 2021 - Earnings Release   Exhibit 99.2 - Press Release issued May 20, 2021 - Dividend Declaration   Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)           4   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 21, 2021 /s/ John P.   D. Cato Date John P.   D. Cato Chairman, President and Chief Executive Officer May 21, 2021 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer           5   Exhibit Index   Exhibit Exhibit No. Exhibit 99.1 - Press Release issued May 20, 2021 - Earnings Release 99.1 Exhibit 99.2 - Press Release issued May 20, 2021 - Dividend Declaration 99.2 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document) 104