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 18, 2023   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 18, 2023, The Cato Corporation issued a press release regarding its financial   results for the first quarter ending May 29, 2023. A copy of this press release is hereby incorporated as Exhibit 99.1   hereto. Item 5.07. Submission of Matters to a Vote   of Security Holders. On   May   18,   2023,   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   regarding   the   Company’s   executive   compensation   was   approved   (Proposal   2 below). In addition, to   hold an   advisory (non-binding)   vote on   how often   a shareholder   vote on   “say on   pay” is   held every one year, two years or three years.     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 Dr. Pamela L.   Davies, Thomas B. Henson and   Bryan F.   Kennedy, each   for a term expiring in   2026 and until their successors are elected and qualified. Votes   recorded, by nominee, were as follows:                 Nominee     For     Abstain   Broker Non-Votes Dr. Pamela L Davies   23,657,559   5,244,500   5,014,557 Thomas B. Henson 25,137,017 3,765,042 5,014,557 Bryan F. Kennedy   23,247,410   5,654,649   5,014,557   2. To   approve, on   an advisory basis,   the Company’s   executive compensation.   The Company’s   shareholders voted to approve   this proposal   with 22,466,145   for and   6,346,566   votes against.   There   were 89,348   abstentions and 5,014,557 Broker non-votes. 3.   In addition,   to   hold   an advisory   (non-binding)   vote   on   how often   a   shareholder   vote   on   “say on   pay”   is   held every one   year,   two   years or   three   years.   The   Company’s   shareholders   voted:   7,280,231   for   every one   year, 66,409 for every two   years, and 22,466,145for   every three years.   There were 66,887   abstentions and 5,014,557 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   every   three   years   until   the   next   required   vote   on   the frequency of advisory votes on executive compensation.     4. To   approve, to   ratify the   selection   of PricewaterhouseCoopers   LLP as   the Company’s   independent   registered public   accounting   firm   for   the   fiscal   year   ending   February   3,   2024.   The   Company’s   shareholders   voted   to approve this proposal with 33,653,005 for and 102,207 votes against. There   were 161,404 abstentions.     3 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued May 18, 2023 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 22, 2023 /s/ John P.   D. Cato Date John P.   D. Cato Chairman, President and Chief Executive Officer May 22, 2023 /s/ Charles D. Knight Date Charles D. Knight   Executive Vice President Chief Financial Officer     5 Exhibit Index   Exhibit Exhibit No. 99.1 - Press Release issued May 18, 2023 99.1 104   Cover page Interactive Data File (embedded within Inline XBRL document) 104