Material Agreement · Agreement Terminated

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 19, 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 1.01 Entry into a Material Definitive Agreement On May   19, 2022,   The Cato   Corporation (the   “Company”), entered   into a   credit agreement   (the “Credit Agreement”) among the   Company, the   guarantors party thereto,   the banks party   thereto and   Wells   Fargo Bank,   National   Association,   as   Agent.   The   Credit   Agreement   provides   for   a   five-year   $35.0   million unsecured revolving credit facility (the “Revolving Credit Facility”). The agreement also provides that the Company   may   seek   increases   to   the   Revolving   Credit   Facility   in   an   aggregate   amount   so   that   the Revolving Credit Facility does not exceed $75.0 million. Borrowings   under   the   Revolving   Credit   Facility   will   bear   interest   at   an   annual   rate   of   the   Secured Overnight   Funding   Rate   (SOFR)   plus   1.0%   or   (b)   an   alternate   base   rate   (as   described   in   the   Credit Agreement).   In addition,   a commitment   fee accrues   with respect   to the   unused amount   of the   Revolving Credit Facility at an annual rate of 0.10%. The   Revolving   Credit   Facility   is   guaranteed   by   each   of   the   Company’s   wholly   owned   domestic subsidiaries, other than   any subsidiary that   owns part of   the Company’s   York,   South Caroling real   estate holdings,   and   its   bank   and   captive   insurance   subsidiaries   Cedar   Hill   National   Bank   and   Providence Insurance, respectively. The Credit Agreement provides that the Company must maintain compliance   with a minimum consolidated tangible net worth and a minimum coverage ratio of EBITDAR   to fixed charges, as determined in accordance with the Credit Agreement.   The Credit Agreement also contains affirmative, negative and financial covenants   customary for financings of this type, including, among other things, limitations on   certain other indebtedness, loans and investments, liens, mergers, asset sales,   transactions with affiliates and capital expenditures,   as well as customary events of default. The foregoing description of   the Credit Agreement does   not purport to be   complete and is qualified in its   entirety by reference to   the full   text of   the Credit   Agreement. A   copy of   this Credit   Agreement is   incorporated   as exhibit   10.1 hereto. Item 1.02 Termination   of a Material Definitive Agreement The disclosure   provided in   Item 1.01   of this   Current Report   on Form   8-K is   hereby incorporated   by reference   into this Item   1.02. On   May 19,   2022, in   connection with   the closing   of the   Revolving Credit   Facility described   in Item 1.01, the Company   terminated its credit   agreement, dated as   of August 22,   2003, between the   Company and Branch Banking and Trust Company,   as administrative agent, issuing bank, and a bank. Item 2.02. Results of Operations and Financial Condition. On May 19, 2022, The Cato Corporation issued a press release   regarding its financial results for the first quarter ending April 30, 2022. A copy of this press release is hereby   incorporated as Exhibit 99.1 hereto. Item   2.03   Creation   of   a   Direct   Financial   Obligation   or   an   Obligation   under   an   Off-Balance   Sheet Arrangement of a Registrant The disclosure   provided in   Item 1.01   of this   Current Report   on Form   8-K is   hereby incorporated   by reference   into this Item 2.03         3 Item 5.07. Submission of Matters to a Vote   of Security Holders. On   May   19,   2022,   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   the   Company’s   executive   compensation   was   approved   (Proposal   2 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 28, 2023   was approved (Proposal   3 below).   Summary of Voting   By Proposal   1. To   elect Theresa J.   Drew and D. Harding   Stowe, each for   a term expiring in   2025 and until   their successors are elected and qualified. Votes   recorded, by nominee, were as follows:                 Nominee     For     Abstain   Broker Non-Votes Theresa J. Drew   27,362,039   4,473,136   4,264,851 D. Harding Stowe   21,708,643   10,126,532   4,264,851   2. To   approve, on   an advisory basis,   the Company’s   executive compensation.   The Company’s   shareholders voted to approve   this proposal   with 20,981,540   for and   10,786,018 votes   against. There   were 67,616   abstentions and 4,264,852 Broker non-votes.   3. To   approve,   to   ratify   the   selection   of   PricewaterhouseCoopers   LLP   as   the   Company’s   independent   registered public   accounting   firm   for   the   fiscal   year   ending   January   28,   2023.   The   Company’s   shareholders   voted   to approve this proposal with 35,942,344 for and 78,843 votes against. There   were 78,839   abstentions. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1 – Credit Agreement dated as of May 19, 2022 among   the Registrant, the guarantors party thereto, the banks party thereto and Wells Fargo Bank, National Association, as Agent. Exhibit 99.1 - Press Release issued May 19, 2022 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 23, 2022 /s/ John P.   D. Cato Date John P.   D. Cato Chairman, President and Chief Executive Officer May 23, 2022 /s/ Charles D. Knight Date Charles D. Knight   Executive Vice President Chief Financial Officer       5 Exhibit Index   Exhibit Exhibit No. 10.1 - Credit Agreement date as of May 19, 2022 among the Registrant, the guarantors party thereto, the banks party   thereto and Wells Fargo Bank, National Association, as Agent. 10.1 99.1 - Press Release issued May 19, 2022 99.1 104   Cover page Interactive Data File (embedded within Inline XBRL document) 104