CATO 8-K filed 2026 · insiderdelta

Item 2.02 - Results of Operations and Financial Condition

Earnings press release item. The actual results are typically in Exhibit 99.1 - fetch may not have completed.

Item 2.02. Results of Operations and Financial Condition.

On May 21, 2026, The Cato Corporation issued a press release regarding its financial results for

the first quarter

ending May 2, 2026. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.

Item 5.07 - Submission of Matters to a Vote of Security Holders

260 words

Item 5.07. Submission of Matters to a Vote

of Security Holders.

On

May

21,

2026,

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 three 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 31, 2026

was approved (Proposal

3

below).

Summary of Voting

By Proposal

1.

To elect

Dr. Pamela L Davies, Thomas

B. Henson and Bryan F.

Kennedy III, each for a term expiring in 202

9

and until their successors are elected and qualified. Votes

recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker

Non-Votes

Dr. Pamela L Davies

24,168,124

2,213,658

2,051,676

Thomas B. Henson

24,179,447

2,202,335

2,051,676

Bryan F. Kennedy III

24,054,725

2,327,057

2,051,676

2.

To

approve,

on an

advisory

basis, the

Company’s executive

compensation. The

Company’s shareholders

voted

to

approve this

proposal with

24,699,1186 for

and 1,284,938 votes

against. There were

397,658 abstentions and 2,51,676 Broker non-votes

3.

To

ratify

the

selection

of

PricewaterhouseCoopers

LLP

as

the

Company’s

independent

registered

public

accounting firm

for the

fiscal year

ending

January 30,

2027. The

Company’s

shareholders

voted to

approve

this proposal with 28,338,866 for and 63,838 votes against. There

were 30,754 abstentions.

Item 9.01 - Financial Statements and Exhibits

31 words

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 21, 2026

Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

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