The Cato (CATO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, to elect directors, amend the Employee Stock Purchase Plan (ESPP), and ratify the external auditor.

• Shareholders of record as of March 24, 2025, are eligible to vote; multiple voting methods are available.

• Board recommends voting FOR all proposals, including director nominees and ESPP amendment.

Voting matters and shareholder proposals

• Election of two directors (Theresa J. Drew and D. Harding Stowe) for terms expiring in 2028.

• Proposal to amend and restate the 2013 ESPP, increasing authorized shares by 250,000 and extending the plan to 2030.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2026.

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven members divided into three classes; majority are independent per NYSE standards.

• John P. D. Cato serves as Chairman and CEO; Bryan F. Kennedy, III is Lead Independent Director.

• Board committees: Audit, Compensation, and Corporate Governance & Nominating, all with independent members.

• Board and committees met regularly in 2024, with 100% attendance.

• Board emphasizes diversity, with 29% female directors and a focus on varied backgrounds.