The Cato (CATO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to elect directors, approve executive compensation, and ratify the external auditor.

• Shareholders can vote online, by phone, mail, or in person; record date is March 23, 2026.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Election of Dr. Pamela L. Davies, Thomas B. Henson, and Bryan F. Kennedy as directors for terms expiring in 2029.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 30, 2027.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined, with deadlines and requirements.

Board of directors and corporate governance

• Board consists of seven members divided into three classes with staggered terms.

• Majority of directors are independent under NYSE standards, despite controlled company status.

• Committees include Audit, Compensation, and Corporate Governance and Nominating, all with independent members.

• Lead Independent Director provides oversight and manages annual board evaluations.

• Board diversity: 29% female, 71% male; emphasis on diverse backgrounds and experience.