Caleres (CAL) Proxy Filing summary

Executive summary

• Fiscal 2024 saw both challenges and opportunities, with investments in brands and capabilities, disciplined expense management, and significant cash returned to shareholders through dividends and repurchases.

• Brand Portfolio achieved strong adjusted operating earnings and margin, while Famous Footwear increased market share in key segments.

• Consolidated net sales decreased 3.4% to $2.72B, and adjusted net earnings were $114.6M, with $74.7M returned to shareholders.

• Structural changes have made the organization more agile and efficient, positioning it for future growth.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven director nominees, ratification of Ernst & Young LLP as independent auditors, approval of executive compensation (Say on Pay), and any other properly raised matters.

• The board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Eleven director nominees are up for election for one-year terms; the board is declassified and all directors are elected annually.

• 10 of 12 directors are independent; half are female and 18% are racially/ethnically diverse.

• Committees include Audit, Culture/Compensation/People, Executive, Governance/Nominating, and Technology/Digital Commerce, all chaired by independent directors.

• The board conducts annual self-evaluations and maintains a director resignation policy for non-majority votes.

• Upon the annual meeting, the roles of chair and CEO will remain separate, with Ward M. Klein to become chair.