Business Context and Reporting Period
This Form 8-K is a current report filed by Brown Shoe Company, Inc. (Note: The request metadata lists "Caleres Inc," but the filing text identifies the registrant as Brown Shoe Company, Inc.) on May 27, 2010. The report details the results of the Annual Meeting of Shareholders held on the same date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a corporate governance report regarding shareholder voting results and does not contain financial performance data.
Material Changes
There are no material financial changes reported in this filing. The primary events are the election of directors and the ratification of independent auditors.
Corporate Governance and Voting Results
Director Elections
Shareholders elected five directors. Four were elected for three-year terms, and one for a two-year term. The voting results were as follows:
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Carla C. Hendra | 26,483,643 | 7,017,435 | 3,328,691 |
| Ward M. Klein | 30,738,942 | 2,762,136 | 3,328,691 |
| W. Patrick McGinnis | 25,736,464 | 7,764,614 | 3,328,691 |
| Diane M. Sullivan | 30,484,311 | 3,016,767 | 3,328,691 |
| Hal J. Upbin | 30,717,205 | 2,783,873 | 3,328,691 |
Eight directors retained their terms following the meeting: Joseph L. Bower, Julie C. Esrey, Ronald A. Fromm, Steven W. Korn, Patricia G. McGinnis, Mario L. Baeza, Michael F. Neidorff, and Harold B. Wright.
Auditor Ratification
Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accountants.
- For: 35,092,133
- Against: 1,731,798
- Abstaining: 5,838
Investor Verification Checklist
- Verify the corporate name discrepancy between the request metadata (Caleres Inc) and the filing text (Brown Shoe Company, Inc.).
- Confirm the terms of office for the newly elected directors versus continuing directors.
- Review the proxy statement dated April 13, 2010, for context on the director nominees and auditor appointment.
- Note that this filing contains no financial guidance or operational metrics.