CAL

Business Context and Reporting Period

This Form 8-K Current Report covers events occurring on May 28, 2015, with a report date of June 1, 2015. The registrant, formerly known as Brown Shoe Company, Inc., officially changed its name to Caleres, Inc. following shareholder approval at the Annual Meeting of Shareholders.

Financial Metrics

This filing is a corporate governance report and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.

Material Changes

• Corporate Name Change: The Company's name was legally changed from Brown Shoe Company, Inc. to Caleres, Inc.
• Bylaws Amendment: The Board of Directors amended the Bylaws to reflect the name change, reduce the number of directors from twelve to ten, and remove a forum selection provision that was not ratified by shareholders.
• Board Composition: Three new directors (Mario L. Baeza, Lori H. Greeley, and Mahendra R. Gupta) were elected to three-year terms.

Shareholder Voting Results and Governance

Five proposals were voted upon at the Annual Meeting:

1. Election of Directors: All three nominees were elected with significant majority support.
2. Name Change: Approved by shareholders (39,865,332 For vs. 606,148 Against).
3. Ratification of Auditors: Ernst & Young LLP was ratified (40,139,553 For vs. 353,902 Against).
4. Executive Compensation ("Say on Pay"): Approved (36,492,785 For vs. 1,345,574 Against).
5. Forum Selection Provision: Not Approved. Shareholders voted against the ratification of a bylaw amendment to include a forum selection provision (16,296,045 For vs. 21,623,766 Against).

Key Facts for Investor Verification

• Verify the effective date of the name change to Caleres, Inc. in subsequent filings and stock exchange listings.
• Confirm the updated Board of Directors composition, noting the reduction to ten directors and the specific terms of the newly elected members.
• Review the amended Bylaws (Exhibit 3.2) to confirm the removal of the forum selection provision.
• Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.