THE CATO CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On
that Mr.John R. Howe , its Executive Vice President, Chief Financial Officer and the Company's principal financial officer, will retire from these roles effectiveJanuary 17, 2022 after 35 years of service with the Company and will be
succeeded
by
A copy of the press release is attached hereto as Exhibit 99.1,
and the contents thereof are incorporated herein by reference.
To assist with the transition of his roles,
effect at the time of his retirement.
appointment as Executive Vice President, Chief Financial Officer will be
effective as of
Mr. Knight , age 57, previously served in various roles with The Vitamin Shoppe, first as Senior Vice President, Chief Accounting Officer from 2018 to 2019, and then as Executive Vice President, Chief Financial Officer from 2019 to 2020. Prior to that,Mr. Knight served in various roles with Toys "R" Us for 28 years, including as Senior Vice President, Corporate Controller from 2010 to 2018. In connection withMr. Knight's hiring, Mr.
Knight and the Company entered into a letter agreement (the
"Agreement"), effective as of
his employment. A
copy of the Agreement is attached hereto as Exhibit 10.1.
Pursuant to the Agreement,
His initial annual base salary will be
Mr. Knight will be eligible to receive a performance bonus of up to 60% of base salary based upon the achievement of the Company and individual performance goals for fiscal 2022. BeginningMay 1, 2022 and going forward eachMay 1 st ,Mr. Knight will be eligible to be granted restricted shares of the Company's Class A Common Stock with a value of up to 60% of his base salary. These restricted shares will be granted pursuant to the Company's 2018 Incentive Compensation Plan, and will vest over 5 years, with 33% vesting on the third anniversary of the grant, 33% vesting on the fourth anniversary of the grant, and the remaining 34% vesting on the fifth anniversary of the grant. The Company will also reimburseMr. Knight for his COBRA premiums (up to the amount the Company would pay for its health and dental coverage) untilMr. Knight is eligible to join the Company's health and dental insurance. In connection withMr. Knight's relocation to theCharlotte, North Carolina area, the Company will pay all reasonable and customary moving charges and forMr. Knight's temporary housing for up to 60 days. In addition, the Company will payMr. Knight a one-time relocation allowance of$30,000 .Mr. Knight has agreed to reimburse the Company in full for all such moving, temporary housing, relocation allowance and other relocation expenses in the event he resigns during the first 24 months of his employment.Mr. Knight will be entitled to participate in the Company's employee benefit plans as provided to other employees, including the Company's 401(k) Plan, Employee Stock Purchase Plan and
vacation plan. 3 Item 9.01 Financial Statements and Exhibits (d) Exhibits
10.1 - Letter Agreement dated
99.1 - Press Release issued
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.THE CATO CORPORATION January 6, 2022 /s/John P. D. Cato DateJohn P. D. Cato Chairman, President and Chief Executive OfficerJanuary 6, 2022 /s/John R. Howe DateJohn R. Howe Executive Vice President Chief Financial Officer 5 Exhibit Index Exhibit Exhibit No.
10.1 - Letter Agreement dated
between the Company and
10.1
99.1 - Press Release issuedJanuary 4, 2022 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104
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