Business Context and Reporting Period
This Form 8-K filing by CATO CORP reports the results of the Annual Meeting of Stockholders held on May 26, 2011. The report was filed on June 1, 2011, and covers the voting outcomes for director elections, executive compensation advisory votes, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and shareholder voting. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes
There are no material financial changes reported in this document. The filing details the successful election of two new directors and the approval of management proposals regarding executive compensation and auditor retention.
Guidance, Outlook, and Management Commentary
- Director Elections: Bryan F. Kennedy, III and Thomas B. Henson were elected to the Board of Directors for terms expiring in 2014.
- Executive Compensation (Say on Pay): Shareholders approved the non-binding advisory vote on executive compensation with 42,036,894 votes for and 513,617 against.
- Frequency of Say on Pay: Shareholders voted to hold the advisory vote on executive compensation every three years (22,098,908 votes for 3 years vs. 20,025,906 for 1 year). The Board intends to follow this frequency until the next required vote.
- Auditor Ratification: Shareholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2012, with 43,091,308 votes for and 171,756 against.
Investor Verification Checklist
- Verify the terms of office for the newly elected directors (Bryan F. Kennedy, III and Thomas B. Henson) expire in 2014.
- Confirm the Board's commitment to a triennial "say on pay" frequency based on the shareholder vote.
- Note that PricewaterhouseCoopers LLP is the confirmed auditor for the fiscal year ending January 28, 2012.
- Review the full Proxy Statement for detailed descriptions of the proposals and director biographies referenced in this filing.