Business Context and Reporting Period
This Form 8-K Current Report was filed by Caleres, Inc. on March 20, 2019, covering events that occurred on March 14, 2019. The filing addresses corporate governance changes, specifically the amendment of the Company's Bylaws and the election of a new director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and does not contain financial performance data.
Material Changes
- Bylaw Amendment: The Board of Directors amended Article II, Section 1 of the Company's Bylaws to increase the number of directors from eleven to twelve, effective March 14, 2019.
- Director Election: Lisa A. Flavin was elected to fill the newly created vacancy on the Board of Directors. Her term will expire at the 2019 annual meeting of shareholders or until her successor is elected.
- Compensation: Ms. Flavin will receive compensation consistent with other non-employee directors as described in the Company's 2018 Proxy Statement, subject to future Board approval.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary on operations, risks, contingencies, or unusual items. The document is limited to reporting the specific governance events listed above.
Investor Verification Checklist
- Verify the effective date of the Bylaw amendment (March 14, 2019) and the new total number of directors (twelve).
- Confirm the term expiration date for the newly elected director, Lisa A. Flavin (2019 annual meeting).
- Review the Company's 2018 Proxy Statement (page 12) for details on the standard director compensation package applicable to Ms. Flavin.
- Check for any subsequent filings regarding changes to director compensation for the remainder of the fiscal year.