Item 5.02. Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 25, 2022, Caleres, Inc. (the “Company”) announced that Diane M. Sullivan
will retire as Chief Executive Officer as of January 15, 2023 and will assume
the role of Executive Chair in which she will remain as the Company’ Board Chair
and continue to serve in an executive capacity. The Company further announced
that at that time, the Company’s President, John W. Schmidt, will become the
Company’s Chief Executive Officer. Mr. Schmidt, age 61, has served in his
current position since December 2020. Previously, he served as Division
President – Brand Portfolio from October 2015 to December 2020, Division
President – Contemporary Fashion Brands from January 2011 to September 2015,
Senior Vice President, Better and Image Brands from January 2010 to January 2011
and Senior Vice President and General Manager, Better and Image Brands from
March 2008 until January 2010.
In connection with his appointment, it is anticipated that Mr. Schmidt’s
compensation will be adjusted as follows: Mr. Schmidt will receive an annual
base salary of $1,000,000 and Mr. Schmidt’s target cash award opportunity for
his 2023 annual incentive plan award will be increased to 110% of his annual
base salary, both of which will be pro-rated based on period of service. In
addition, Mr. Schmidt will receive a long-term performance award for the
Company’s fiscal years 2023-2025 with a target value equal to $2,000,000 and a
restricted stock grant of a number of shares of the Company’s common stock with
a fair market value equal to $2,000,000 and employee benefits and perquisites
provided to other senior executives of the Company pursuant to the Company’s
compensation and benefit plans and arrangements, which may be amended from time
to time. The 2023 annual incentive plan award and long-term performance award
are expected to be granted in March 2023 concurrently with the awards to the
Company’s other executive officers and the restricted stock grant is expected to
be awarded on or about January 13, 2023. All such awards will be made pursuant
to the Company’s Incentive and Stock Compensation Plan of 2022.
In connection with Ms. Sullivan’s appointment to the position of Executive
Chair, it is anticipated that her compensation will change as follows: Ms.
Sullivan will be provided with a base salary of $800,000 for the Company’s 2023
fiscal year, a target cash award opportunity for her 2023 annual incentive plan
award of 100% of Ms. Sullivan’s annual base salary, and a base salary of
$500,000 per year for fiscal 2024 through May 2025. Ms. Sullivan will also
receive a restricted stock grant pursuant to the Company’s Incentive and Stock
Compensation Plan of 2022 of a number of shares of the Company’s common stock
with a fair market value on or about January 13, 2023 of $1,500,000. The Company
anticipates that the foregoing compensation arrangements will be memorialized in
an employment agreement with Ms. Sullivan, which will also include a standard
covenant not to compete and restrictions on the disclosure of the Company’s
Item 7.01. Regulation FD Disclosure.
On July 25, 2022, the Company issued a press release (the “Press Release”)
announcing certain of the matters described above. A copy of the Press Release
is being filed as Exhibit 99.1 hereto and the statements contained therein are
incorporated by reference herein.
The information in this item 7.01 of this Current Report on Form 8-K and Exhibit
99.1 attached hereto shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or
otherwise subject to the liabilities of such section, nor shall such information
or exhibit be deemed incorporated by reference in filing under the Securities
Act of 1933 or the Exchange Act, except as may be expressly set forth by
specific reference in such filing
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 99.1 Press Release issued July 25, 2022. Cover Page Interactive Data File (embedded within the Inline 104 XBRL document).
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