UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form
8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 19, 2022
THE CATO CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
1-31340
56-0484485
(State or Other Jurisdiction
of Incorporation
(Commission
File Number)
(IRS Employer
Identification No.)
8100 Denmark Road
,
Charlotte
,
North Carolina
(Address of Principal Executive Offices)
28273-5975
(Zip Code)
(704)
554-8510
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
2
THE CATO CORPORATION
Item 1.01 Entry into a Material Definitive Agreement
On May 19, 2022, The Cato Corporation (the “Company”), entered into a credit agreement (the “Credit
Agreement”) among the Company, the guarantors party thereto, the banks party thereto and Wells Fargo
Bank, National Association, as Agent. The Credit Agreement provides for a five-year $35.0 million
unsecured revolving credit facility (the “Revolving Credit Facility”). The agreement also provides that the
Company may seek increases to the Revolving Credit Facility in an aggregate amount so that the
Revolving Credit Facility does not exceed $75.0 million.
Borrowings under the Revolving Credit Facility will bear interest at an annual rate of the Secured
Overnight Funding Rate (SOFR) plus 1.0% or (b) an alternate base rate (as described in the Credit
Agreement). In addition, a commitment fee accrues with respect to the unused amount of the Revolving
Credit Facility at an annual rate of 0.10%.
The Revolving Credit Facility is guaranteed by each of the Company’s wholly owned domestic
subsidiaries, other than any subsidiary that owns part of the Company’s York, South Caroling real estate
holdings, and its bank and captive insurance subsidiaries Cedar Hill National Bank and Providence
Insurance, respectively.
The Credit Agreement provides that the Company must maintain compliance with a minimum
consolidated tangible net worth and a minimum coverage ratio of EBITDAR to fixed charges, as
determined in accordance with the Credit Agreement.
The Credit Agreement also contains affirmative, negative and financial covenants customary for
financings of this type, including, among other things, limitations on certain other indebtedness, loans and
investments, liens, mergers, asset sales, transactions with affiliates and capital expenditures, as well as
customary events of default.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Credit Agreement. A copy of this Credit Agreement is incorporated as exhibit 10.1
hereto.
Item 1.02 Termination of a Material Definitive Agreement
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 1.02. On May 19, 2022, in connection with the closing of the Revolving Credit Facility described in Item
1.01, the Company terminated its credit agreement, dated as of August 22, 2003, between the Company and Branch
Banking and Trust Company, as administrative agent, issuing bank, and a bank.
Item 2.02. Results of Operations and Financial Condition.
On May 19, 2022, The Cato Corporation issued a press release regarding its financial results for the first
quarter ending April 30, 2022. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 2.03
3
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2022, the Registrant held its Annual Meeting. The following are the voting results on each matter
submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the
Proxy Statement.
At the Annual Meeting, the two nominees for director were elected to the Registrant’s Board of Directors (Proposal
1 below).
In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 2
below).
In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending January 28, 2023 was approved (Proposal 3
below).
Summary of Voting By Proposal
1. To elect Theresa J. Drew and D. Harding Stowe, each for a term expiring in 2025 and until their successors are
elected and qualified. Votes recorded, by nominee, were as follows:
Nominee
For
Abstain
Broker
Non-Votes
Theresa J. Drew
27,362,039
4,473,136
4,264,851
D. Harding Stowe
21,708,643
10,126,532
4,264,851
2. To approve, on an advisory basis, the Company’s executive compensation. The Company’s shareholders voted
to approve this proposal with 20,981,540 for and 10,786,018 votes against. There were 67,616 abstentions and
4,264,852 Broker non-votes.
3. To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the fiscal year ending January 28, 2023. The Company’s shareholders voted to
approve this proposal with 35,942,344 for and 78,843 votes against. There were 78,839 abstentions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)
4
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
May 23, 2022
/s/ John P. D. Cato
Date
John P. D. Cato
Chairman, President and
Chief Executive Officer
May 23, 2022
/s/ Charles D. Knight
Date
Charles D. Knight
Executive Vice President
Chief Financial Officer
5
Exhibit Index
Exhibit
Exhibit
No.
10.1
99.1
104 Cover page Interactive Data File (embedded within Inline
XBRL document)
104