Caleres, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 03/15/2023   Download
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On March 9, 2023, the Board of Directors (the “Board”) of Caleres, Inc. (the “Company”) adopted the following amendments to the Company’s Bylaws, effective as of the same date:

Article I, Sections 1 and 3 have been amended to clarify that the Board may postpone, reschedule, or cancel any annual or special meetings of the shareholders.
Article I, Section 6 has been amended to clarify that only the Board may use white proxy cards in the solicitation of proxies.
Article I, Section 9 and Article II, Section 8 have been amended to enhance certain procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of shareholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the ”Exchange Act”)), including to address matters relating to the “universal proxy rules” in Rule 14a-19 under the Exchange Act.
Article I, Section 11 has been amended to clarify certain powers of the Chair in the conduct of meetings of the shareholders and to specify the treatment of proxies or votes solicited by shareholders who fail to satisfy the requirements Rule 14a-19 under the Exchange Act.

The Bylaws, as amended, also incorporate certain clarifying, ministerial, non-substantive and conforming changes.