cato-20260521 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)) THE CATO CORPORATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form
8-K
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 21, 2026
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:
☐
☐
☐
☐
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 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
Item 2.02. Results of Operations and Financial Condition.
On May 21, 2026, The Cato Corporation issued a press release regarding its financial results for the first quarter
ending May 2, 2026. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2026, 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 three nominees for director were elected to the Registrant’s Board of Directors (Proposal
1 below).
In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 2
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 January 31, 2026 was approved (Proposal 3
below).
Summary of Voting By Proposal
1.
To elect Dr. Pamela L Davies, Thomas B. Henson and Bryan F. Kennedy III, each for a term expiring in 202 9
and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:
Nominee
For
Abstain
Broker
Non-Votes
Dr. Pamela L Davies
24,168,124
2,213,658
2,051,676
Thomas B. Henson
24,179,447
2,202,335
2,051,676
Bryan F. Kennedy III
24,054,725
2,327,057
2,051,676
2.
To
approve, on an advisory basis, the Company’s executive compensation. The Company’s shareholders
voted to approve this proposal with 24,699,1186 for and 1,284,938 votes against. There were
397,658 abstentions and 2,51,676 Broker non-votes
3.
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for the fiscal year ending January 30, 2027. The Company’s shareholders voted to approve
this proposal with 28,338,866 for and 63,838 votes against. There were 30,754 abstentions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)
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.
May 26, 2026
/s/ John P. D. Cato
Date
John P. D. Cato
Chairman, President and
Chief Executive Officer
May 26, 2026
/s/ Charles D. Knight
Date
Charles D. Knight
Executive Vice President
Chief Financial Officer
4
Exhibit Index
Exhibit
Exhibit
No.
99.1
104 Cover page Interactive Data File (embedded within Inline
XBRL document)
104