Diane M. Sullivan

CEO, President

and Chairman of the Board

April 18, 201917, 2020

To CaleresDear Fellow Shareholders:

You are cordially invited to attend the 20192020 Annual Meeting of Shareholders of Caleres to be held at our headquarters at 8300 Maryland Avenue, St. Louis, Missouri 63105 on May 30, 2019,28, 2020, at 10:30 a.m., Central Time. 2018 proved

While I typically use this forum to be anotherreflect on the past year, of rapid changeit’s important to note that our world and our marketplace have changed profoundly in recent months. The coronavirus has catapulted the world into uncharted territory causing economic disruption and uncertainty. Even with these changes we remain extremely confident in the future outlook for the business and we are intently focused on adjusting to this reality. It is my commitment that during this period of unprecedented challenge, the Caleres Board of Directors, the executive leadership team and our global team of Associates will continue to address this new environment head on and with eyes wide open.

Above all, we are committed to doing our part to stem the spread of the virus. Inmid-March, we closed our branded retail landscape and shopping behaviorsFamous Footwear retail stores — a move driven by our desire to protect our Associates, our consumers and our communities.

At the same time, we are taking quick and diligent action to continue to serve the needs of our consumers. To succeedconsumers, maintaining the close relationship we have painstakingly built with those consumers, engaging new customers in this environment,the footwear market, ensuring adequate liquidity, and, at the same time protecting the value of our brands and the investment of our owners, and preparing for the future.

Looking ahead, we remained focused on executing againstsee still greater opportunities. With our strategic initiatives, whichpillars as our guideposts, we believe continuewill leverage the smart investments we have made in our future to drive our overall successmeet and set us apartserve the consumer where she is going. I want to reiterate the confidence I have in the marketplace. Despite a numberportfolio we have cultivated, the connections we have forged with our consumers, and the exceptional team we have put in place here at Caleres. The company has faced its share of challenges over a long and storied history and — while each one has been vastly different and has required a different approach — we are proudhave evolved, we have overcome, we have grown and we have found new ways to create value for you, our shareholders. Going forward, we will remain nimble and responsive, execute with excellence, and live our values of the resultspassion, accountability, curiosity, creativity, and caring every day. With that drive and commitment, we achieved on behalfwill come through this time of our shareholders in 2018 as we saw solid performances inchallenge a number of areas, including significant growth in our Brand Portfoliostronger and in our e-commerce business. In addition, we further expanded our portfolio by acquiring the Vionicsuccessful company — with an even richer and Blowfish Malibu brands, completed the transition to our in-house distribution center to better service our increasinge-commerce anddirect-to-consumer business, and saw the Company continue to gain market share. We also returned over $55 million to our shareholders through dividends and share repurchases. We remain confident about ourmore promising future and believe we are well-positioned to take advantage of the opportunities to grow our business.outlook.

We are using the Internet to provide our 20192020 proxy materials to shareholders. We believe electronic delivery will expedite the receipt of materials and reduce the environmental impact of our annual meeting by minimizing the printing and mailing of full sets of materials. On April 18, 2019,17, 2020, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 20182019 Annual Report online.on Form10-K. If you receive a notice by mail, you will not receive a printed copy of the materials unless you specifically request one. The notice contains instructions on how to receive a paper copy of the materials.

In the following pages, we provide a formal notice of the meeting and the Proxy Statement. Our 20182019 Annual Report to Shareholders,onForm 10-K, which provides detailed information relating to our activities and operating performance, is available on the Internet athttp://investor.caleres.com/financial/annual-reports.sec-filings. If you have requested paper copies of these materials, a proxy card will also be enclosed.

On behalf of your board of directors and management team, we look forward to seeing you at the meeting. Thank you, as always, for your ongoing support.

Sincerely yours,

Diane M. Sullivan

CEO, President

and Chairman of the Board

Caleres, Inc.

8300 Maryland Avenue, St. Louis, Missouri 63105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Matters to be voted on:

YOUR VOTE IS VERY IMPORTANT.    Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. Any proxy may be revoked at any time prior to its exercise at the meeting.

Registered holders may vote:

Beneficial holders.    If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from your holder of record to vote your shares. It is important that you provide voting instructions because brokers and other nominees do not have the authority to vote your shares for the election of directors without instructions from you.

We intend to hold our annual meeting in person. However, we are actively monitoring the public health and safety concerns relating to the coronavirus(“COVID-19”) pandemic and the protocols that federal, state, and local governments may impose. As a result, we may decide to hold our annual meeting partly or solely by means of remote communication. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce the decision to do so in advance by posting details on our website. If you are planning to attend our annual meeting in person, please check the website one week prior to our annual meeting. As always, we encourage you to vote your shares in advance of the meeting.

It is our policy that all proxies, ballots and vote tabulations that identify the vote of any shareholder will be kept strictly confidential until after a final vote is tabulated and announced, except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a shareholder’s written comments appear on a proxy or other voting material.

Thomas C. Burke

Vice President, General Counsel and

Secretary

April 18, 201917, 2020

TABLE OF CONTENTS

PROXY STATEMENT — 20192020 ANNUAL MEETING OF SHAREHOLDERS

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PROXY STATEMENT SUMMARY

This summary highlights certain information relating to the items being voted on that can be found in greater detail elsewhere in this proxy statement. For additional information about these topics, shareholders should read the entire proxy statement before voting.

20192020 Annual Meeting of Shareholders

Voting Matters

Your vote is very important to us. Whether or not you plan to attend the 20192020 annual meeting, we urge you to vote and submit your proxy on all of the proposals to ensure that your shares are represented.

Financial Highlights for 20182019

Despite a challenging footwear market that resulted in our earnings being less than expected, we made significant progress on a number of value-creating strategic initiatives including 23% year over year growth in oure-commerce related to direct to consumer businesses, successful relaunch of our Famous Footwear loyalty program and the launch of our exclusive partnership with Veronica Beard and our heritage Zodiac brand. In a rapidly evolving consumer environment, Caleres delivered solid results that demonstrated the earnings power of a diverse portfolio of brands. While there were a number of challenges to overcome, including in our Allen Edmonds brand and logistics operations,brands as we continued to gain market share by driving our key strategies in speed to market and e-commerce. We acquired two new consumer brands, Vionic and Blowfish Malibu, and today,share. Today, Caleres owns 6 of the top 2520 brands in the fashion footwear market. We also returned $45 million to our shareholders through share repurchases and dividends.

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Director Nominees

Our restated certificate of incorporation and bylaws currently provide for a board of directors that is divided into three classes as equal in size as possible and each of the classes has a three-year term. The board of directors has nominated fivethree directors for election at the 20192020 annual meeting, as outlined in the table below, namely fourthree directors for a three-year term expiring at the annual meeting of shareholders to be held in 2022 and one director for a two-year term expiring at the annual meeting of shareholders to be held in 2021.2023.

Executive Compensation Program Highlights

The following table summarizes certain executive compensation practices that we have implemented to reward performance without encouraging inappropriate or excessive risk taking and align executives’ interests with shareholders’ interests, as well as practices that we avoid because we do not believe they would serve the long-term interest of the shareholders.

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PROXY STATEMENT

FOR THE CALERES, INC.

20192020 ANNUAL MEETING OF SHAREHOLDERS

INFORMATION ABOUT THE ANNUAL MEETING

Why have these proxy materials been made available?

Your board of directors is soliciting proxies to be voted at the 20192020 Annual Meeting of Shareholders. This proxy statement includes information about the issues to be voted upon at the meeting.

The record date for shareholders entitled to vote at the meeting is April 1, 2019.March 31, 2020. There were 42,247,62640,232,877 shares of our common stock issued and outstanding on April 1, 2019.March 31, 2020.

On April 18, 2019,17, 2020, we are commencing mailing to our shareholders of record a notice containing instructions on how to access this proxy statement and our Annual Report online, and we are commencing mailing these proxy materials to shareholders who requested paper copies.

Where and when is the annual meeting?

The Annual Meeting of Shareholders will take place on May 30, 201928, 2020 at our principal executive offices located at 8300 Maryland Avenue, St. Louis, Missouri 63105. The meeting will begin at 10:30 a.m., Central Time.

What am I voting on?

We are aware of three (3)four (4) proposals to be voted on by shareholders at the annual meeting:

Why haven’t I received a printed copy of the proxy or Annual Report?Report on Form 10-K?

The Securities and Exchange Commission’s (“SEC”) rules allow us to furnish proxy materials to you via the Internet. We believe electronic delivery will expedite the receipt of materials and reduce the environmental impact of our annual meeting by minimizing the printing and mailing of full sets of materials. On April 18, 2019,17, 2020, we are commencing mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20182019 Annual Report on Form 10-K online. If you hold your shares through a broker or bank, the notice will be sent to you by your broker or bank. If you receive a notice by mail, you will not receive a printed copy of the materials unless you specifically request one. The notice contains instructions on how to receive a paper copy of the materials.

Is the proxy statement available on the Internet?

Yes. You can view both the proxy statement and Annual Report on Form 10-K on the Internet by accessing our website at http://investor.caleres.com/financial/proxy-statements and http://investor.caleres.com/financial/annual-reports,sec-filings, respectively. Information on our website does not constitute part of the proxy statement.

How can I get paper copies of the proxy materials?

The notice you received describes how to receive paper copies of the proxy materials.

How can I vote my shares?

Most shareholders have a choice of voting in one of four ways:

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Please read the instructions on the notice, proxy card or the information sent by your broker or bank.

What is the difference between holding shares as a “shareholder of record” or “registered holder” versus being a “beneficial owner”?

If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the “shareholder of record” or a “registered holder” with respect to those shares. The notice has been sent to you directly by the Company.

If your shares are held in “street name,” such as through a broker or bank, you are considered the “beneficial owner” of the shares held in street name. As a beneficial owner, you have the right to direct your broker or bank on how to vote your shares by following the instructions provided by your broker or bank. The notice concerning our annual meeting and the availability of our proxy statement and 20182019 Annual Report on Form 10-K have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the shareholder of record.

If I am a registered holder, how do I vote by proxy?

Our telephone and Internet voting procedures are designed to authenticate shareholders by using individual control numbers that can be found on the notice. Voting by telephone or Internet will help us reduce costs. If you vote promptly, you can save us the expense of a second mailing.

If you vote by proxy using any of these three methods, your shares will be voted in the manner you indicate. You may specify whether your shares should be voted for all, some or none of the nominees for director and for or against any other proposals properly brought before the annual meeting. If you vote by telephone or Internet and choose to vote with the recommendation of your board, or if you vote by mail, sign your proxy card, and do not indicate specific choices, your shares will be voted “FOR” the election of all nominees for director, “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accountants, and “FOR” approval, bynon-binding advisory vote, of the Company’s executive compensation.compensation, and “FOR” approval of an amendment to our restated certificate of incorporation to declassify the Company’s board. If any other matter is properly brought before the meeting, your proxies will vote in accordance with their best judgment. At the time this proxy statement was filed with the SEC, we knew of no matter that is required to be acted on at the annual meeting other than those matters discussed in this proxy statement.

If you wish to give a proxy to someone other than the persons named on the enclosed proxy card, you may strike out the names appearing on the card and write in the name of any other person, sign the proxy, and deliver it to the person whose name has been substituted.

If I hold my shares through a broker or bank, how do I vote?

If your shares are held in “street name” by a broker or bank as your nominee, your nominee will send you separate instructions describing the procedures for voting your shares. You should follow the instructions provided by your nominee.

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Under Rule 452 of the New York Stock Exchange (“NYSE”) listing standards, which relates to the discretionary voting of proxies by brokers, brokers are not permitted to vote shares with respect to the election of directors and

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vote at the meeting. We intend to hold our annual meeting in person. However, we are actively monitoring the public health and safety concerns relating to the coronavirus(“COVID-19”) pandemic and the protocols that federal, state, and local governments may impose. As a result, we may decide to hold our annual meeting partly or solely by means of remote communication. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce the decision to do so in advance by posting details on our website. If you are planning to attend our annual meeting in person, please check the website one week prior to our annual meeting. As always, we encourage you to vote your shares in advance of the meeting.

Is my vote confidential?

Yes. Voting tabulations are confidential, except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies, when disclosure is required by law, to defend a claim against us or to assert a claim by us, and when a shareholder’s written comments appear on a proxy or other voting material.

What is a “quorum” for the meeting?

In order to have a valid shareholder vote, a quorum must exist at the annual meeting. Under the New York Business Corporation Law and our bylaws, a quorum will exist when shareholders holding a majority of the outstanding shares of our stock are present or represented at the meeting. For these purposes, shares that are present or represented by proxy at the annual meeting will be counted towards a quorum, regardless of whether the holder of the shares or proxy fails to vote on a particular matter or whether a broker with discretionary voting authority fails to exercise such authority with respect to any particular matter.

What vote is required to approve each proposal?

What is a brokernon-vote and what effect does it have?

If a broker indicates on its proxy that it does not have authority to vote certain shares held in “street name” on a particular proposal, the shares not voted are referred to as “brokernon-votes.” Under the rules of the NYSE, brokers cannot vote for the election of directors or for othernon-routine matters for which they do not have discretionary

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voting authority. As to these proposals, brokernon-votes occur when the “beneficial owner” has not instructed the broker how to vote on these proposals. If you are a beneficial owner, your bank or broker is permitted to vote your shares on the ratification of the appointment of independent registered public accountants, even if you have not provided voting instructions, but cannot vote on other proposals absent voting instructions. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter.

What is the effect of a “withheld” or “abstain” vote?

Shares represented by proxies that are marked vote “withheld” with respect to the election of any person to serve on the board will not be considered in determining whether such a person has received the affirmative vote of a plurality of the shares. Shares represented by proxies that are marked “abstain” and brokernon-votes with respect to

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CORPORATE GOVERNANCE

Our Principles and Governance Guidelines

Since 1878, we have been guided by a value system that emphasizes integrity and trust at all levels of our organization. We have longstanding policies and practices to promote the management of our Company with integrity and in our shareholders’ best interests. The board has adopted and adheres to Corporate Governance Guidelines that the board and senior management believe represent sound practices. The Corporate Governance Guidelines are available on our website at http://investor.caleres.com/corporate-governance/guidelines. The board periodically reviews these guidelines, New York law (the state in which we are incorporated), the NYSE’s rules and listing standards, SEC rules and regulations, as well as best practices suggested by recognized governance authorities. The guidelines reflect the board’s policy that all directors are expected to attend the annual meeting. The charters for the board’s Executive, Audit, Compensation, and Governance and Nominating Committees are also available on our website at http://investor.caleres.com/corporate-governance/guidelines. Information on our website shall not be deemed to constitute part of this proxy statement.

Director Independence

Currently, of the 12 members of the board, 11 meet the NYSE standards for independence. A director is considered to be an independent director only if the director does not have a material relationship with the Company, as determined by the board. The board has adopted standards for independence to assist it in making this determination. These standards are described in the Company’s Corporate Governance Guidelines. As of the date of this proxy statement, Diane M. Sullivan is a director and current Company employee, and is not an independent director. The board has determined that each of the other members of the board is independent, namely Mr. Capps, Ms. Flavin, Ms. Freeman, Ms. Greeley, Dr. Gupta, Ms. Hendra, Mr. Klein, Mr. Korn, Ms. McGinnis, Mr. McGinnis and Ms. Millard. With our board comprised of 11 independent directors out of 12, we are in compliance with our goal, as set forth in the Corporate Governance Guidelines, of havingtwo-thirds of the directors be independent under the NYSE standards. Only independent directors serve on our Audit, Compensation, and Governance and Nominating Committees.

Thenon-management members of the board meet regularly without any members of management present. Mr. Klein, as the lead director, presides at such executive sessions (and if he is absent, then another director who is a member of the Executive Committee presides in his place).

Code of Ethics

We have a Code of Business Conduct that is applicable to all directors, officers and employees of the Company. We have an additional Code of Ethics that is applicable to the principal executive officer, principal financial officer and principal accounting officer. Both the Code of Business Conduct and the Code of Ethics are available on the Company’s website at http://investor.caleres.com/corporate-governance/business and http:// investor.caleres.com/corporate-governance/guidelines, respectively. www.caleres.com/c/investor-overview/code-of-business-conduct. We intend to post amendments to or waivers from (to the extent applicable to an executive officer of the Company) either code on our website.

Communicating With the Board

Shareholders and other parties interested in communicating directly with an individual director, with thenon-management directors as a group, or with all directors may write to the individual director or group, c/o Office of the Corporate Secretary, Caleres, 8300 Maryland Avenue, St. Louis, Missouri 63105 or by sending ane-mail to directors@caleres.com. This method of communicating withnon-management directors is also posted on the Company’s website. The board approved a process for handling communications received by the Company and addressed tonon-management members of the board. Under that process, a staff member assisting the Company’s Corporate Secretary reviews all such correspondence and regularly forwards to the board a summary of all such correspondence and copies of all correspondence that, in the opinion of the staff member, deals with the functions of the board or its committees or that the staff member otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the board and may request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters.

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Board Leadership Structure

We believe that our board of directors should retain the flexibility to appoint the appropriate person to the position of Chairman of the Board, whether that person be our Chief Executive Officer or not. At the beginning of fiscal 2014, Ms. Sullivan assumed the position of Chairman of the Board, in addition to her roles as Chief Executive Officer and President. As such, we are using the traditional U.S. board leadership structure, under which our Chief Executive Officer also serves as Chairman of the Board. We believe that our Company, like many U.S. companies, is well-served by this structure because it provides for more effective leadership and recognizes that in many cases one person should speak for and lead both the Company and the board. We feel that this structure demonstrates for our employees, customers and other business partners that we are under strong leadership. It also eliminates the potential for confusion or duplication of efforts.

In addition, Ward M. Klein, as the board’s lead director, has the authority to: preside at executive sessions of the board and at other board meetings when the Chairman is not present, provide input to board agendas and materials provided for board meetings, call meetings of the independent directors, serve as liaison on board-wide issues between the independent directors and the Chairman, and retain advisors and counsel to report to the board. By having a lead independent director, coupled with the other oversight functions delegated to various board committees comprised of independent directors, we believe that our governance structure provides ample opportunity for effective oversight and risk management.

Board’s Role in Risk Oversight

The board has general oversight responsibility for our affairs, including risk management, pursuant to the New York Business Corporation Law, our restated certificate of incorporation and our bylaws, while management is responsible for ourday-to-day operations. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company. In order to assist the board in overseeing our risk management, executive management reviews with the board our approach to risk management and involves the board, managers and other personnel in an effort to identify, assess and manage risks that may affect our ability to execute on our corporate strategy and fulfill our business objectives. These activities entail the identification, prioritization and assessment of a broad range of risks including financial, operational, business, information technology and cybersecurity, reputational, governance and managerial, and the formulation of plans to manage these risks or mitigate their effects.

The board also manages risk through the oversight responsibilities of its committees. The Compensation Committee (with advice from its compensation advisors) reviews executive compensation programs; and in March 2019,2020, management presented to the Compensation Committee its analysis of risk related to pay and other compensation as to all employees and its determination that the risks arising from the Company’s compensation practices and policies are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed management’s findings and agreed that risks related to compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Audit Committee regularly reviews risks related to our consolidated financial statements and internal controls; and the Company’s Senior Director of Internal Audit reports directly to the Audit Committee. Additionally, in accordance with NYSE requirements that our Audit Committee discuss policies regarding risk assessment and management’s actions to monitor and control risk, our General Counsel and Chief Financial Officer update our Audit Committee quarterly with respect to the Company’s major financial risk exposures and discuss the steps taken to monitor and control such exposures.

On a regular basis, the board discusses with management the appropriate level of risk that we are willing to accept in pursuit of our corporate strategy and business objectives and reviews with management our existing risk management processes and their effectiveness.

Selection of Directors

For membership on our board, a candidate must possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of shareholders. Each board member is expected to provide necessary stewardship over business strategies and programs adopted to ensure the coordination of interests among employees, management and shareholders; be able to balance short-term goals and long-term goals of the Company and its shareholders; and at all times respect and maintain adherence to the Code of Business Conduct.

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In evaluating the composition of the board and anticipated vacancies, the Governance and Nominating Committee seeks and considers candidates that will serve the board’s long-term needs with the intent that the board, at any time, be comprised of a group of individuals who bring a complement of skills, values and expertise that will benefit the Company and its shareholders. The committee believes that all directors must possess a considerable amount of business management or leadership experience and will take into account, among other things, the nominee’s personal attributes, education, professional experience, conflicts of interest, knowledge of the Company’s business, accomplishments, commitment to active participation on the board, and reputation. In this effort, the committee seeks diversity of background, culture, experience and talent among its members, although the board does not have a written policy that requires such diversity.

With respect to nomination of continuing directors, the Governance and Nominating Committee also considers an individual’s contribution to the board. If the committee believes that qualified members from the existing board membership are suitable candidates forre-election, it will not seek outside candidates unless a larger board size is deemed advisable. In proposing membership on board committees, the committee ensures that each committee of the board includes members with appropriate skills and knowledge and also considers fulfilling a director’s interest in serving on a particular committee and providing directors with opportunities to become more knowledgeable about different aspects of the Company’s business.

The process followed by the Governance and Nominating Committee to identify and evaluate candidates includes requesting recommendations from board members and others, meeting to evaluate information about potential candidates, and interviewing selected potential candidates by members of the committee and the board. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders on a timely basis, the committee will evaluate potential candidates recommended by shareholders by following substantially the same process and applying substantially the same criteria as it follows for potential candidates submitted by board members or others. From among a group of potential candidates who are qualified for a board position and meet the independence standards required by our Corporate Governance Guidelines, the committee will select the candidate believed to best satisfy the board’s needs and will vote to recommend nomination of such candidate to the board.

The biographies of each of the nominees and other directors in the section “Proposal 1 — Election of Directors” contain information regarding each individual’s experience and qualifications considered by the Governance and Nominating Committee and the board when making director nominations.

A shareholder seeking to propose a director candidate for the committee’s consideration should forward the candidate’s name and information about the candidate’s qualifications to our Corporate Secretary, as discussed in more detail in the section “Other Matters — Shareholder Proposals for the 20202021 Annual Meeting.”

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Board Meetings and Committees

Meetings

The board has the following four committees: Audit, Compensation, Executive, and Governance and Nominating. The table below indicates the current membership of each committee and how many times the board and each committee met in fiscal 20182019 (“2018”2019”). Each director is expected to attend the annual meeting and all of our directors then on the board except one attended the 20182019 annual meeting. In addition, all of our directors attended at least 75% of the total number of meetings of the board and of the committees on which he or she served during his or her term.term, except Ms. Flavin who was elected to the board during 2019.

Audit Committee

The Audit Committee’s primary responsibilities are to monitor (a) the integrity of the Company’s consolidated financial statements, the financial reporting process, and the system of internal accounting and financial controls; (b) the Company’s compliance with ethics policies and legal and regulatory requirements; (c) the Company’s independent registered public accountants’ qualifications and independence; and (d) the performance of the Company’s internal audit function and the independent registered public accountants. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the independent registered public accountants. The board has determined, in its judgment, that the Audit Committee is comprised solely of independent directors as defined in the NYSE listing standards and Rule10A-3 of the Securities Exchange Act of 1934. The board has determined, in its judgment, that Mr. Capps qualifiesand Ms. Flavin qualify as an “audit committee financial expert”experts” and isare independent within the meanings of the rules of the SEC and NYSE. The board, through the Corporate Governance Guidelines, has established the policy that no member of the Audit Committee may serve on the audit committees of more than three public companies (including our Audit Committee). Also see “Audit Committee Report” below.

Compensation Committee

The Compensation Committee (the “Committee”) has primary responsibility for establishing the executive officers’ compensation, including the compensation for each of the executive officers named in the Summary Compensation Table herein (the “NEOs”). The Committee also reviews changes in the compensation of other key management employees; reviews and approves or makes recommendations to the board concerning cash incentive compensation plans, equity-based plans and other executive benefit plans; approves the participation of executives and other key management employees in the various compensation plans and makes awards to participants; reviews the design of

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our compensation programs; monitors our promotion and management development practices; and approves the inclusion of the Compensation Discussion and Analysis (“CD&A”) in this proxy statement. The Committee also reviews annual “Say on Pay” vote outcomes and determines if any changes to compensation design are necessary.

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the SEC and the NYSE. The SEC has established specific due dates for these reports, and we are required to report in this proxy statement any failure to file by these dates. We file Section 16(a) reports on behalf of our directors and

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COMPENSATION OFNON-EMPLOYEE DIRECTORS

Fiscal 20182019 Director Compensation

Non-employee directors’ compensation is established by the board upon the recommendation of the Governance and Nominating Committee. For fiscal 2018,2019, the following compensation guidelines were in effect fornon-employee directors with cash retainers payable quarterly in arrears:

The grant of either restricted stock or RSUs to directors as part of their annual compensation is intended to align directors’ interests with those of our shareholders. In setting compensation levels fornon-employee directors, the Governance and Nominating Committee was provided with competitive market data for a peer group of companies (similar to the peer group used for executive compensation comparisons). In consultation with Meridian, the committee analyzed the peer group data and determined that it was appropriate to set the Company’s director compensation at or near the median for the peer group.

We carry liability insurance and travel accident insurance that covers our directors. We do not maintain a directors’ retirement plan or a directors’ legacy or charitable giving plan.Non-employee directors are permitted to participate in our matching gift program on the same terms offered to employees (match for charitable giving to federallytax-exempt charitable organizations under Section 501(c)(3) of the Internal Revenue Code and located within the United States up to $20,000 per year per individual), and SEC rules require that the Company match amount for directors be disclosed as compensation.Non-employee directors do not participate in the retirement plans available to employees, nor do they receive any annual incentive plan awards or the long-term performance awards that have been developed for employees. A director who is an employee does not receive payment for service as a director.

Non-Employee Director Compensation Table

The following table provides information on all cash, equity-based, and other compensation granted tonon-employee directors during fiscal 2018.2019.

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Non-Employee Director Compensation Table

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STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS

The following table shows the amount of our common stock beneficially owned as of the record date, except as noted below, by each director and nominee, each of the named executive officers listed in the Summary Compensation Table, all current directors and executive officers as a group, and all persons or entities that we know to beneficially own more than 5% of our stock on April 1, 2019March 31, 2020 (based on filings made with the SEC). In general, “beneficial ownership” includes those shares for which a person has or shares the power to vote or the power to dispose and takes into account shares that may be acquired within 60 days (such as by exercising vested stock options). Thus, the table shows the number of employee and director stock options to purchase shares of our stock that are exercisable, either immediately or by May 31, 201930, 2020 (60 days after April 1, 2019)March 31, 2020). For ournon-employee directors, the table shows the total number of share units held, as these units have an investment value that mirrors the value of our stock.

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PROPOSALS REQUIRING YOUR VOTE

PROPOSAL 1 — ELECTION OF DIRECTORS

Structure of the Board

Our restated certificate of incorporation and bylaws currently provide for a board of directors that is divided into three classes as equal in size as possible. This classified board structure was adopted on November 2, 1954. Each of the classes has a three-year term, and the term of one class expires each year in rotation at that year’s annual meeting. Our board is committed to adopting governance practices that the board believes are the most beneficial to the Company and its shareholders. Since adopting a classified board structure, we have believed that a classified board structure is an important piece of the Company’s governance structure in order to promote stability and continuity, facilitate our directors’ understanding of the Company and its long-term strategic planning, enhance the independence of our directors from both management and shareholder special interests and protect the Company against unfair or abusive take over practices. As it continually assesses the Company’s governance structure, policies and procedures, however, the board has also recognized that many investors view classified boards as having the effect of reducing the accountability of directors to shareholders because classified boards limit the ability of shareholders to evaluate and elect all directors on an annual basis. The election of directors is a primary means for shareholders to influence corporate governance policies and to hold management accountable for implementing those policies. After significant consideration of the various positions both for and against a classified board, the board has determined that a declassified board is in the best interests of the Company and its shareholders. Your board recommends a vote in favor of Proposal 4 in this proxy statement to declassify the Company’s board.

We may change the size of the board by amending our bylaws. Persons elected by a majority of the remaining directors may fill vacancies on the board. A director elected by the board to fill a vacancy, or a new directorship created by an increase in the size of the board, serves until the next annual meeting of shareholders. On March 14, 2019 the board amended our bylaws and increased the size of the board from eleven to twelve members and elected Lisa A. Flavin to fill the vacancy created by that amendment. Ms. Flavin was identified and introduced to the Governance and Nominating Committee by one of our independent directors. Ms. Flavin was elected after she met with the members of the Governance and Nominating Committee (which includes our lead director) and other board members including our Chairman and after thorough review and presentation to the board.

Although there is no mandatory retirement policy for directors, our Corporate Governance Guidelines limit the board from filling a vacancy with an individual over 72 years of age and generally precludes recommending an individual for election as a director for a term extending beyond the annual shareholders’ meeting following the end of the calendar year during which the individual turns 72, unless the board determines that it is in the best interests of shareholders to retain the services of a director beyond his or her retirement age who is then serving as the chair of a committee of the board. Based onIn 2019, the age limit for nominees specified in our Corporate Governance Guidelines, the board has determined that it iswas in the best interests of the shareholders to retain the services of W. Patrick McGinnis, Chair of the Compensation Committee, whose currentfor a three term expiresexpiring at the 20192022 annual meeting, which is a term extending beyond the year of his 72nd birthday. Mr. Capps and Ms. McGinnis will retire from the board as of the 2020 annual meeting as their terms expire. We thank each of them for an additional three-year term.their many years of dedicated service to the Company and its shareholders.

AssumingAs a result of the retirements of Mr. Capps and Ms. McGinnis, and assuming the election of the proposed nominees for the terms proposed, the class whose term will expire in 20192023 will have fourthree members, all of whom are nominees (Mr. Klein, Mr. Korn, Mr. McGinnis(Dr. Gupta, Ms. Hendra and Ms. Sullivan)Harris Millard); the class of directors whose term will expire in 20202021 will have fourthree members (Mr. Capps,(Ms. Flavin, Ms. Hendra, Ms. McGinnisFreeman and Ms. Harris Millard)Greeley); and the class whose term will expire in 20212022 will have four members (Ms. Flavin,(Mr. Klein, Mr. Korn, Mr. McGinnis, and Ms. Freeman, Ms. Greeley and Dr. Gupta)Sullivan). Your board has nominated for election as directors at the annual meeting four (4)three (3) individuals: Ward M. Klein, Steven W. Korn, W. Patrick McGinnisMahendra R. Gupta, Carla C. Hendra and Diane M. Sullivan,Wenda Harris Millard, each for a three-year term and one (1) individual, Lisa A. Flavin for atwo-year term.

There are no family relationships between any of our directors, nominees, and executive officers.

Your board is not aware that any nominee named in this proxy statement is unwilling or unable to serve as a director. If, however, a nominee is unavailable for election, your proxy authorizes the proxies to vote for a replacement nominee if the board names one. As an alternative, the board may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees identified below.

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NOMINEES FOR A THREE YEAR TERM THAT WILL EXPIRE IN 20222023

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CONTINUING DIRECTORS WHOSE TERM WILL EXPIRE IN 2021

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CONTINUING DIRECTORS WHOSE TERM WILL EXPIRE IN 2022

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PROPOSAL 2 — RATIFICATION OF ERNST & YOUNG LLP AS THE

COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Ratification of Ernst & Young LLP

The Audit Committee has appointed Ernst & Young LLP as the independent registered public accountants to audit the Company’s consolidated financial statements for the fiscal year ending February 1, 2020,January 30, 2021, and believes that Ernst & Young LLP’s engagement is in the best interest of the Company and its shareholders. The Audit Committee and the board are requesting that shareholders ratify this appointment as a means of soliciting shareholders’ opinions and as a matter of good corporate practice. If the shareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will consider any information submitted by the shareholders in connection with the selection of the independent registered public accountants for the next fiscal year. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of different independent registered public accountants at any time during the fiscal year if the Audit Committee believes such a change would be in the best interest of the Company and its shareholders.

Representatives of Ernst & Young LLP will have an opportunity to, but have informed us that they do not plan to, make a formal statement at the annual meeting. However, we expect that they will attend the meeting and be available to respond to appropriate questions.

Fees Paid to Independent Registered Public Accountants

During 20182019 and 2017,2018, Ernst & Young LLP were our independent registered public accountants and charged fees for services rendered to us as follows: