CATO CORP — Declaration of Voting Results & Voting Rights Announcements 2021

May 21, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street NW Washington, D.C. 29549

Form8-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 20, 2021

THE CATO CORPORATION (Exact Name of Registrant as Specified in Its Charter)

Delaware1-3134056-0484485 (State or Other Jurisdiction(Commission(IRS Employer of IncorporationFile Number)Identification No.)

8100 Denmark Road,Charlotte,North Carolina28273-5975 (Address of Principal Executive Offices)(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Class A - Common Stock, par value $.033 per shareCATONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.☐

THE CATO CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On May 20, 2021, The Cato Corporation (the “Company”) issued a press release regarding its financial results for the first quarter ending May 1, 2021. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2021, 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 to amend and restate the Cato Corporation 2013 Employee Stock Purchase Plan was approved (Proposal 2 below).

In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 3 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 29, 2022 was approved (Proposal 4 below).

Summary Of Voting By Proposal

1.To elect John P.D. Cato, Thomas E. Meckley and Bailey W. Patrick, each for a term expiring in 2024 and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:| | | | Broker |
| --- | --- | --- | --- |
| Nominee | For | Abstain | Non-Votes |
| John P.D. Cato | 33,028,710 | 301,255 | 3,347,114 |
| Thomas E. Meckley | 32,694,837 | 635,128 | 3,347,114 |
| Bailey W. Patrick | 28,642,601 | 4,687,364 | 3,347,114 |

2.To consider and vote upon a proposal to amend and restate The Cato Corporation 2013 Employee Stock Purchase Plan. The Company’s shareholders voted to approve this proposal with 33,160,165 votes for and 148,184 votes against. There were 21,616 abstentions and 3,347,114 Broker non-votes.

3.To approve, on an advisory basis, the Company’s executive compensation. The Company’s shareholders voted to approve this proposal with 24,992,869 for and 8,220,993 votes against.
There were 116,103 abstentions and 3,347,114 Broker non-votes.

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4.To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.
The Company’s shareholders voted to approve this proposal with 36,447,359 for and 118,581 votes against. There were 111,139 abstentions.

Item 7.01. Regulation FD Disclosure.

On May 20, 2021, The Cato Corporation issued a press release announcing the decision to resume quarterly dividend declarations.

A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 20, 2021 - Earnings Release

Exhibit 99.2 - Press Release issued May 20, 2021 - Dividend Declaration

Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

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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.

THE CATO CORPORATION

May 21, 2021/s/ John P. D. Cato DateJohn P. D. Cato Chairman, President and Chief Executive Officer

May 21, 2021/s/ John R. Howe DateJohn R. Howe Executive Vice President Chief Financial Officer

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Exhibit Index

ExhibitExhibitNo.

Exhibit 99.1 - Press Release issued May 20, 202199.1 - Earnings Release

Exhibit 99.2 - Press Release issued May 20, 202199.2 - Dividend Declaration

Exhibit 104 – Cover Page Interactive Data File104 (embedded within Inline XBRL document)

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