UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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o Definitive proxy statement
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Brown Shoe Company, Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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At our 2005 Annual Meeting of Shareholders scheduled for May 26, 2005, our shareholders will be asked to approve certain amendments to our Incentive and Stock Compensation Plan of 2002. The amendments are intended to clarify (i) how shares subject to the terminated awards affect the limitations on the number of shares that could be granted under the plan and (ii) that grants of performance shares may have an initial value up to two times the fair market value of a share of common stock on the date of the grant. We will not issue more than 450,000 shares in the form of restricted stock or performance shares under the plan.