Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street NW Washington, D.C. 29549   Form 8-K/A (Amendment No. 1) 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 23, 2024   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   Explanatory Note   The Cato   Corporation Inc.   (the “Company” ) filed   a Current   Report on   Form 8-K   on May   28,   2024 (the “Original Report” ).   This   amendment   (the “Amended   Report” )   to   the   Original   Report   amends   and   restates   Item   5.07   of   the Original   Report   in   its   entirety   to   correct   a   clerical   error   in   the   description   of   proposal   1   which   misidentified   the directors standing for election   and the length of the new   term to be served. This   Amended Report does not amend   or update any other information set forth in the Original Report. Item 5.07. Submission of Matters to a Vote   of Security Holders. On   May   23,   2024,   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   selection   of   PricewaterhouseCoopers   LLP   as   the   Company’s independent registered public   accounting firm for   the fiscal year ending   February 1, 2025   was approved (Proposal   2 below).   Summary of Voting   By Proposal   1. To   elect John P.   D. Cato and   Bailey W.   Patrick,   each for   a term expiring   in 2027   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   24,769,119   3,047,577   5,792,278 Bailey W.   Patrick 23,905,656 3,911,040 5,792,278   2. To   approve, to   ratify the   selection   of PricewaterhouseCoopers   LLP as   the Company’s   independent   registered public   accounting   firm   for   the   fiscal   year   ending   February   1,   2025.   The   Company’s   shareholders   voted   to approve this proposal with 33,293, 856 for and 173,223 votes against. There   were 141,895 abstentions.           3 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 28, 2024 /s/ John P.   D. Cato Date John P.   D. Cato Chairman, President and Chief Executive Officer May 28, 2024 /s/ Charles D. Knight Date Charles D. Knight   Executive Vice President Chief Financial Officer