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Item 5.01. Changes in Control of Registrant.
As a result of recent repurchases of the Class A Common Stock of The Cato
Corporation (“we,” “us” or
the “Company”) occurring between March 22, 2022 and March 29, 2022 pursuant
to the Company’s
stock repurchase program that have reduced the total outstanding shares of
our Class A Common Stock to
19,516,462 as of March 29, 2022, Mr. John P.D.
Cato, Chairman, President and Chief Executive Officer
of the Company and the largest shareholder of the Company, now beneficially owns 50.2% of the
outstanding voting power of our common stock, which includes both our Class
A Common Stock and
Class B Common Stock.
As disclosed by Mr. Cato in a Schedule 13G filed with the Securities and
Exchange Commission on
March 30, 2022, as of March 29, 2022, Mr. Cato beneficially owns 1,004,232
shares of Class A Common Stock, which are entitled to one vote per
share, and 1,763,652 shares of Class
B Common Stock, which are entitled to ten votes per share.
These shares reported as beneficially owned
by Mr. Cato include 21,147 shares of Class A Common Stock and 3,000 shares of Class B Common
stock
held by Mr. Cato’s wife, with respect to which he has disclaimed beneficial ownership.
For as long as Mr. Cato continues to beneficially own more than 50% of the Company’s voting power for
the election of directors, the Company may qualify for exemption
as a “controlled company” from
compliance with certain corporate governance rules of the New York Stock Exchange relating to director
independence, including the requirements that we have a majority of
independent directors on our Board,
an independent compensation committee and an independent corporate governance
and nominating
committee.
Mr. Cato has indicated that he has no current intention to propose or request that the
Company cease complying with these independence requirements, and
to date no such proposal or request
has been made to the Board of Directors for consideration.
Except as described herein, there are no arrangements or undertakings
known to us between Mr. Cato and
his associates and the Board of Directors or any other shareholders of the Company
with respect to
election of directors of the Company or other matters relating to the Company. Additionally, there are no
arrangements known to us, including any pledge by any person of securities
of the Company, the
operation of which may at a subsequent date result in a change in control
of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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