Caleres (CAL) Proxy filing summary

Executive summary

• Fiscal 2025 was challenging due to tariffs and retail volatility, but progress was made on strategic growth, including the acquisition and integration of Stuart Weitzman and gains in market share for key brands.

• Brand Portfolio sales grew 7.3%, with e-commerce up 17% and international sales up 41%. Famous Footwear revenue declined 3.6%, but market share increased.

• Financial flexibility was enhanced by increasing the credit facility, maintaining a strong balance sheet, and returning $9.4 million to shareholders via dividends.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of Ernst & Young LLP as auditor, approval of the 2026 Incentive and Stock Compensation Plan, and a non-binding advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is declassified, with all directors elected annually; ten nominees are proposed for one-year terms.

• 91% of directors are independent, 45% are women, and 18% are racially/ethnically diverse.

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

• The board conducts annual self-evaluations and has a director resignation policy for failed elections.