UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  ☒                            ☑

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CALERES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Diane M. Sullivan

CEO President

and Chairman of the Board

April 17, 202015, 2021

Dear Fellow Shareholders:Shareholder:

You are cordially invited to attend the 20202021 Annual Meeting of Shareholders of Caleres to be held at our headquarters at 8300 Maryland Avenue, St. Louis, Missouri 63105 on May 28, 2020,27, 2021, at 10:30 a.m., Central Time.

While I typically useAt this forumtime last year, we were at the outset of what turned out to reflect onbe one of the past year, it’s importantmost challenging periods in the long history of our Company. At that point, no one could have fully predicted the profound impacts to note that our worldglobal community, our marketplace and our marketplace have changed profoundly in recent months. Thebusiness brought about by the coronavirus has catapultedpandemic and movements for social justice and equity. Today, I am proud to convey that, despite the world into uncharted territory causing economic disruptionmany difficult decisions and uncertainty. actions we had to take to address these challenges and capitalize on new opportunities, these events brought out the very best of who we are and what we do at Caleres. By maintaining our laser focus on protecting our people, our business and our communities, we were able to successfully navigate through the uncertainty of 2020.

Even with these changes we remain extremely confidentsignificant headwinds, the Caleres team responded with speed and agility to the rapidly changing market environment and made tremendous progress on a wide range of strategic objectives during the year. More specifically, we:

As I think about this extraordinary period, I believe we closedmanaged through each stage of the crisis effectively, efficiently and in a manner that preserved liquidity, enabled ongoing investment in our branded retail and Famous Footwear retail stores — a move driven by our desire to protect our Associates, our consumers and our communities.

Atstrategic capabilities, broadened the same time, we are taking quick and diligent action to continue to serve the needs of our consumers, maintaining the close relationship we have painstakingly built with those consumers, engaging new customers in the footwear market, ensuring adequate liquidity, and, at the same time protecting the valuereach of our brands and furthered the investment ofstrong connection we have with our owners, and preparing forconsumers.

Although uncertainty in the future.

Looking ahead,marketplace remains, we see still greater opportunities. Withstabilization ahead. As the world transitions to its post-pandemic future, I believe we are well positioned to leverage our strategic pillars ascore competencies and lean into our guideposts,investments to take advantage of the market rebound. As we plan for future success, we will leverage the smart investments we have made infocus on maintaining our future to meetstrong momentum at Famous Footwear; driving enhanced consumer alignment and serve the consumer where she is going. I want to reiterate the confidence I haveimproved performance in the portfolio we have cultivated, the connections we have forgedBrand Portfolio; taking a careful and disciplined approach to cost control and capital spending; reducing debt levels still further; and returning excess cash to our shareholders.

I am confident that our talented and dedicated team, coupled with our consumers,strong operating platform, powerful portfolio and improved financial foundation have us exceptionally well positioned to continue to navigate the exceptional team we have put in place here at Caleres. The company has faced its share of challenges over a longnear term and storied historycapitalize on the opportunities that lie ahead. We are excited about the future and — while each one has been vastly differentour ability to drive long-term profitable growth and has required a different approach — we have 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 passion, accountability, curiosity, creativity, and caring every day. With that drive and commitment, we will come through this time of challenge a stronger and successful company — with an even richer and more promising future outlook.

We are using the Internet to provide our 20202021 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 17, 2020,15, 2021, we are commencing mailing to our shareholders a notice containing instructions on how to access our Proxy Statement and 20192020 Annual Report 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 20192020 Annual Report onForm 10-K, which provides detailed information relating to our activities and operating performance, is available on the Internet athttp://investor.caleres.com/financial/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,

Sincerely yours,

Diane M. Sullivan

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:

1. By Internet: go to http://www.proxyvote.com,

2. By toll-free telephone: call1-800-690-6903,

3. By mailing a proxy card if you have requested one: mark, sign, date and return in the postage-paid envelope provided, or

4.

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

Thomas C. Burke

Vice President, General Counsel and

Secretary

April 17, 202015, 2021

TABLE OF CONTENTS

PROXY STATEMENT — 20202021 ANNUAL MEETING OF SHAREHOLDERS

Caleres | 2021 Proxy Statement    i

ii    Caleres | 20202021 Proxy Statement i

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.

20202021 Annual Meeting of Shareholders

Voting Matters

Your vote is very important to us. Whether or not you plan to attend the 20202021 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 20192020

Despite2020 was one of the most challenging periods in the history of the Company. The crisis caused by the COVID-19 pandemic and corresponding economic lockdown had a challenging footwear market that resultedprofound impact on our business during the year. While consumer demand started to return — due in part to the relaxation of virus-related restrictions, the reopening of our earnings being less than expected,stores, and the stores of our partners — uncertainty in the marketplace persisted through the end of the year. Yet, by continuing our relentless focus on protecting our people, our business and our communities we made significantwere able to successfully navigate the crisis while at the same time making progress on a numberour strategic objectives. In particular, we streamlined our organization; rightsized our expense base resulting in approximately $100 million of value-creating strategic initiatives including 23% year over year growth inannualized savings going forward; and maintained oure-commerce related aggressive approach to direct to consumer businesses, successful relaunch of our Famous Footwear loyalty programcost discipline and rigorous inventory management throughout the launch of our exclusive partnership with Veronica Beard and our heritage Zodiac brand. In a rapidly evolving consumer environment, Caleres delivered results that demonstrated the earnings power of a diverse portfolio of brands as we continued to gain market share. Today, Caleres owns 6course of the top 20 brands in the fashion footwear market.year. We also returned $45leaned into our previous capital investments and significantly expanded our digital reach, driving a 40% increase in ecommerce sales from our owned websites, and augmented further our casual, leisure and sport-inspired styles to meet shifting consumer preferences. And, we used free cash flow to strengthen the balance sheet, reducing our overall indebtedness to below pre-pandemic levels while at the same time returning $34 million to our shareholders through our long-standing dividend and share repurchases and dividends.repurchases.

Caleres | 20202021 Proxy Statement    1

Director Nominees

Our restated certificate of incorporation and bylaws currently provide that commencing with our 2021 annual meeting directors will be elected 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.one-year terms. The board of directors has nominated three directors for election at the 20202021 annual meeting, as outlined in the table below, namely three directors for a three-yearone-year term expiring at the annual meeting of shareholders to be held in 2023.2022.

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 takingrisk-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.

20202021 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 20202021 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 March 31, 2020.2021. There were 40,232,87738,322,181 shares of our common stock issued and outstanding on March 31, 2020.2021.

On April 17, 2020,15, 2021, we are commencing mailing to our shareholders of record a notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K 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 28, 202027, 2021 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 four (4)three (3) 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 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 17, 2020,15, 2021, we are commencing mailing to our shareholders a notice containing instructions on how to access our proxy statement and 20192020 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/financial-information/proxy-statements and http://investor.caleres.com/financial/sec-filings,financial-information/annual-reports, 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 20192020 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, and “FOR” approval of an amendment to our restated certificate of incorporation to declassify the Company’s board.compensation. 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.

Caleres | 20202021 Proxy Statement    5

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 othernon-routine matters without instructions from the beneficial owner. However, brokers will still be able to vote shares held in broker accounts with respect to the approval of the independent registered public accountants even if they do not receive instructions from the beneficial owner. Therefore, beneficial holders of shares held in broker accounts are advised that if they do not timely provide instructions to their broker, their shares will not be voted in connection with the election of directors and othernon-routine matters.

How do I vote if I am a participant in the Company’s 401(k) Plan?

If you are a participant in the Caleres, Inc. 401(k) Savings Plan, you may have certain voting rights with respect to shares of our common stock credited to your account in the plan. The common stock in the plan is held in the plan’s trust.

The plan provides you with voting rights based on the number of shares of common stock that were constructively invested in your plan account as of the close of business on the record date. We originally contributed these shares to the plan on your behalf as matching contributions. You may vote these shares in much the same way as registered stockholders vote their shares, but you have an earlier deadline. Your vote must be received by 11:59 p.m. Eastern Time on May 25, 2020.24, 2021. You may vote these shares by following the instructions provided on the Notice of Internet Availability of Proxy Materials and on the voter website www.proxyvote.com. If you requested a paper copy of the proxy materials, you also may vote by mail by signing, dating and returning the proxy/ voting instruction card included with those materials.

The plan trustee will submit one proxy to vote all shares of common stock in the plan. The trustee will vote the shares of common stock credited to participants submitting voting instructions in accordance with their instructions and will vote the shares of common stock in the plan for which no voting instructions were received in the same proportion as the final votes of all participants who actually voted. Please note that if you do not submit voting instructions for the shares of common stock in your account by the voting deadline, those shares will be included with the other undirected shares and voted by the trustee as described above. Because the trustee submits one proxy to vote all shares of common stock in the plan, you may not vote shares in person at the Annual Meeting.

How many votes do I have?

You have one vote for each share of our stock that you owned at the close of business on March 31, 2020,2021, the record date. These shares include:

If you are a shareholder of record, you will receive only one notice for all the shares you held as of the record date, March 31, 2020,2021, and the name and address section on the notice will indicate the number of shares you hold. This includes shares in certificate form as well as shares in book-entry form.

May I revoke my proxy?

If you give a proxy, you may revoke it in any one of three ways:

The method by which you vote will in no way limit your right to vote at the meeting if you decide to attend in person.

How do I vote in person?

If you are a shareholder of record, you may cast your vote in person at the annual meeting. If your shares are held in the name of a broker or bank, you must obtain a proxy, executed in your favor, from the broker or bank, to be able to

6    Caleres | 2021 Proxy Statement

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.

Caleres | 2020 Proxy Statement 6

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

Shares that are “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 that “abstain” and brokernon-votes with respect to Proposal 4 will have the effect of a “no” vote. Shares that are “abstain” and brokernon-votes with respect to Proposals 2 and 3 or any new proposal raised at the meeting, will not be considered in determining whether such proposal has received the affirmative vote of a majority of the shares voted, and such proxies will not have any effect on such vote.

Caleres | 2020 Proxy Statement 7

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 1210 members of the board, 119 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 119 independent directors out of 12,10, 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:// www.caleres.com/c/investor-overview/code-of-business-conduct, respectively.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.

Caleres | 20202021 Proxy Statement    9

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, at that time, 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, managerial, environmental, social and governance and managerial,matters 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 2020,2021, 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, Chief Financial Officer and Chief FinancialAccounting 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. Currently, more than half of the board of directors is diverse, with 60% of its members being female and 20% being racially and ethnically diverse.

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 20212022 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 20192020 (“2019”2020”). Each director is expected to attend the annual meeting and all of our directors then on the board except one attended the 20192020 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, except Ms. Flavin who was elected to the board during 2019.term.

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 and Ms. Flavin qualifyqualifies as an “audit committee financial experts”expert” and areis 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 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 Committee meets a number of times each year, and Committee agendas are established in consultation between the Committee chair and management. In setting annual compensation, the Committee receives from our Chief Executive Officer the performance assessment and compensation recommendation for each of the other NEOs along with a comparison to the median peer group data for the principal compensation elements. The Committee meets in executive session when discussing compensation for the Chief Executive Officer. The role of the Company’s compensation consultant and management are also discussed in the CD&A.

The Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for executive compensation. Meridian assists the Committee in the compensation review and decision-making process and the review of plans and programs for executives. Also, Meridian advises the Committee on market trends, provides comparative market data and, if requested, provides compensation recommendations. Meridian provided no other services to the Committee during 2019.2020. The Committee evaluated whether Meridian’s provision of services to the Committee during 20192020 gave rise to a conflict of interest. In making this evaluation, the Committee considered the independence factors listed in Rule10C-1(b)(4) of of the Exchange Act of 1934 and determined that the provision of such services did not create a conflict of interest and that Meridian provided independent and objective advice to the Committee.

The board has determined, in its judgment, that the Committee is comprised solely of independent directors as defined in the NYSE listing standards.

Executive Committee

The Executive Committee may exercise all of the powers and duties of the board in the direction of the management of our business and affairs that may lawfully be delegated to it by the board during the intervals between board meetings. However, certain categories of matters have been expressly reserved for consideration by the full board.

Governance and Nominating Committee

The Governance and Nominating Committee develops criteria for membership on the board, recommends candidates for membership on the board and its committees, evaluates the structure and composition of the board, reviews and recommends compensation ofnon-employee directors, oversees the evaluation of executive management, and reviews the effectiveness of board governance. The Governance and Nominating Committee utilizes a process for selecting directors and nominees, which is described in detail in the section entitled “Corporate Governance — Selection of Directors.” The board has determined, in its judgment, that the Governance and Nominating Committee is comprised solely of independent directors as defined in the NYSE listing standards.

Related Party Transactions

In accordance with our written related party transaction policy, the board reviews all transactions expected to exceed $120,000 in which a related party has a material interest. For purposes of this policy, related parties include the Company’s executive officers, directors or nominees, and 5% beneficial owners of the Company’s stock, as well as any immediate family member of any of the foregoing and any entity in which they have a 10% or greater beneficial interest or in which they are an officer, general partner, principal or serve in a similar position. In making its determination whether to approve a related party transaction, the board considers such factors as the extent of the person’s interest in the transaction, the aggregate value, the availability of other sources of comparable products or services, whether the terms of the transaction are no less favorable than terms generally available in unaffiliated transactions under like circumstances, and the benefit to the Company.

In 2019,2020, there were no material transactions required to be disclosed pursuant to SEC rules between the Company and its executive officers, directors, nominees, principal shareholders, their immediate family members, or entities controlled by them.

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and executive officers to report their initial and subsequent changes in beneficial ownership of our stock. To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers and written representations from these persons that no other reports were required, we believe that all such reports of our executive officers and directors were filed on a timely basis in 2019, except the initial Form 3 filing for Lisa Flavin reporting her beneficial ownership of our stock at the time of her election to our board of directors was filed one day late due to an administrative error by the Company.2020.

Compensation Committee Interlocks and Insider Participation

The members of the Committee for 20192020 were those indicated in the table under the heading “Board Meetings and Committees.” No member of the Committee has been an officer or employee of the Company or has had any relationship with the Company required to be disclosed under Item 404(a) of SEC RegulationS-K. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Company’s board.

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COMPENSATION OFNON-EMPLOYEE DIRECTORS

Fiscal 20192020 Director Compensation

Non-employee directors’ compensation is established by the board upon the recommendation of the Governance and Nominating Committee. For fiscal 2019,2020, 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.

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Non-Employee Director Compensation Table

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equivalents with a value at least equal to four times the annual cash retainer paid to them. For purposes of these guidelines, the following stock interests qualify under the guidelines: stock beneficially owned outside of Company-sponsored plans, stock held in any Company-sponsored stock-based plan, Company stock units held in any Company-sponsorednon-qualified deferred compensation plan and RSUs.Non-employee directors are expected to achieve the required holdings by the fifth anniversary of the later of the adoption of the guidelines or the director’s commencement of board service. All of the directors who were required to do so met the guidelines as of the end of 2019.2020.

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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 March 31, 20202021 (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 30, 20202021 (60 days after March 31, 2020)2021). 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

OurThe board is currently divided into three classes. At the Company’s 2020 annual meeting of shareholders, the shareholders approved an amendment to our restated certificate of incorporation to declassify our board (a structure that had been in place since 1954). As a result, our restated certificate of incorporation and bylaws currently provide for a boardthat commencing with the class of directors that is divided into three classesstanding for election at the Company’s 2021 annual meeting, directors will stand for election for one-year terms. The term of office for each director elected at the 2021 annual meeting and thereafter will expire at the next succeeding annual meeting of shareholders. Each director elected prior to the 2021 annual meeting of shareholders will continue to serve 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, anddirector for the term of one class expiresfor which he or she was elected. In each year in rotation at that year’s annual meeting. Our board is committed to adopting governance practices that the board believescase, directors will hold office until their successors are the most beneficial to the Companyelected 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 unfairqualified, 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.until their earlier death, resignation or removal.

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. 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. In 2019, the board determined that it was in the best interests of the shareholders to retain the services of W. Patrick McGinnis, Chair of the Compensation Committee, for a threethree-year term expiring at the 2022 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 their many years of dedicated service to the Company and its shareholders.

As a result of the retirements of Mr. Capps and Ms. McGinnis, and assumingAssuming the election of the proposed nominees for the terms proposed, the class whose term will expire in 2023two classes will have three members, all of whom are nominees (Dr. Gupta, Ms. Hendra and Ms. Harris Millard);terms expiring in 2022: the class of directors whose term will expire in 2021 will have three members, all of whom are nominees for one-year terms (Ms. Flavin, Ms. Freeman and Ms. Greeley); and the class whose term will expire in 2022 will havewhich has four members (Mr. Klein, Mr. Korn, Mr. McGinnis, and Ms. Sullivan). The class whose term will expire in 2023 will have three members (Dr. Gupta, Ms. Hendra and Ms. Millard), after which expiration the board will be fully de-classified. Your board has nominated for election as directors at the annual meeting three (3) individuals: Mahendra R. Gupta, CarlaLisa A. Flavin, Brenda C. HendraFreeman and Wenda Harris Millard,Lori H. Greeley, each for a three-yearone-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 YEARONE-YEAR TERM THAT WILL EXPIRE IN 20232022

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CONTINUING DIRECTORS WHOSE TERM WILL EXPIRE IN 2023

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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 January 30, 2021,29, 2022, 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 20192020 and 2018,2019, Ernst & Young LLP were our independent registered public accountants and charged fees for services rendered to us as follows:

Policy on Audit CommitteePre-Approval of Audit andNon-Audit Services