Executive Change

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):   January 4, 2022   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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 4, 2022, the Company issued a press release announcing   that Mr. John R. Howe, its Executive Vice President, Chief Financial Officer and the Company’s principal financial officer, will retire from these roles effective January 17, 2022 after 35 years of service with the Company and will be   succeeded by Chuck Knight as Executive Vice President, Chief Financial Officer and the Company’s principal financial officer.   A copy of the press release is attached hereto as Exhibit 99.1,   and the contents thereof are incorporated herein by reference.   To assist with the transition of his roles, Mr. Howe will continue to be employed by the Company through May 1, 2022 under the same terms of compensation and benefits as in   effect at the time of his retirement.   Mr. Knight’s   appointment as Executive Vice President, Chief Financial Officer will be effective as of January 17, 2022.   Mr. Knight, age 57, previously served in various roles with The Vitamin Shoppe, first as Senior Vice President, Chief Accounting Officer from 2018 to 2019, and then as Executive Vice President, Chief Financial Officer from 2019 to 2020.   Prior to that, Mr. Knight served in various roles with Toys “R” Us for 28 years, including as Senior Vice President, Corporate Controller from 2010 to 2018. In connection with Mr. Knight’s hiring, Mr.   Knight and the Company entered into a letter agreement (the “Agreement”), effective as of January 5, 2022, that sets forth certain terms regarding   his employment.   A copy of the Agreement is attached hereto as Exhibit 10.1. Pursuant to the Agreement, Mr. Knight will serve as Executive Vice President and Chief Financial Officer of the Company.   His initial annual base salary will be $400,000 per year.   Mr. Knight will be eligible to receive a performance bonus of up to 60% of base salary   based upon the achievement of the Company and individual performance goals for fiscal 2022.   Beginning May 1, 2022 and going forward each May 1 st , Mr. Knight will be eligible to be granted restricted shares of the Company’s Class A Common Stock with a value of up to 60% of his base salary.   These restricted shares will be granted pursuant to the Company’s 2018 Incentive Compensation Plan, and will vest over 5 years, with 33% vesting on the third anniversary of the grant, 33% vesting on the fourth   anniversary of the grant, and the remaining 34% vesting on the fifth anniversary of the grant.   The Company will also reimburse Mr. Knight for his COBRA premiums (up to the amount the Company   would pay for its health and dental coverage) until Mr. Knight is eligible to join the Company’s health and dental insurance. In connection with Mr. Knight’s relocation to the Charlotte, North Carolina area, the Company will pay all reasonable and customary moving charges and for Mr. Knight’s temporary housing for up to 60 days. In addition, the Company will pay Mr. Knight a one-time relocation allowance of $30,000.   Mr. Knight has agreed to reimburse the Company in full for all such moving,   temporary housing, relocation allowance and other relocation expenses in the event he resigns during   the first 24 months of his employment. Mr. Knight will be entitled to participate in the Company’s employee benefit plans as provided to other employees, including the Company’s 401(k) Plan, Employee Stock Purchase Plan and vacation plan.   3 Item 9.01   Financial Statements and Exhibits (d) Exhibits 10.1 - Letter Agreement dated January 4, 2022 between the Company   and Mr. Knight   99.1 - Press Release issued January 4, 2022   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 January 6, 2022 /s/ John P.   D. Cato Date John P.   D. Cato Chairman, President and Chief Executive Officer January 6, 2022 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer     5 Exhibit Index   Exhibit Exhibit No. 10.1 - Letter Agreement dated January 4, 2022 between the Company and Mr. Knight   10.1 99.1 - Press Release issued January 4, 2022 99.1 104   Cover page Interactive Data File (embedded within Inline XBRL document) 104