Filed by the Registrant x | Filed by a Party other than the Registrant o |
o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
|
The
Cato Corporation
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
x
|
No
fee required.
|
||
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
||
|
|
|
|
|
(1)
|
Title
of each class of securities to which transaction applies:
N/A
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
N/A
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule | ||
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
N/A | |||
|
(4)
|
Proposed
maximum aggregate value of transaction: N/A
|
|
|
(5)
|
Total
fee paid: N/A
|
|
|
|||
o
|
Fee
paid previously with preliminary materials.
|
||
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the | ||
filing
for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number,
|
|||
or
the Form or Schedule and the date of its
filing:
|
|||
|
(1)
|
Amount
previously paid: N/A
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.: N/A
|
|
|
(3)
|
Filing
party: N/A
|
|
|
(4)
|
Date
Filed: N/A
|
1.
|
To
elect three Directors to serve until their successors are elected
and
qualified;
|
2.
|
To
ratify the selection of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending
February 2, 2008; and
|
3.
|
To
transact such other business as may properly come before the meeting
or
any adjournments
thereof.
|
By
Order of the Board of Directors
|
||||
SHAWN
E. SMITH
|
||||
Dated:
April 24, 2007
|
Secretary
|
Percent
|
||||||||||||||||
Shares
Beneficially Owned (1) (2)
|
of
Total
|
|||||||||||||||
Class
A Stock
|
Class
B Stock
|
Voting
|
||||||||||||||
Number
|
Percent
|
Number
|
Percent
|
Power
|
||||||||||||
John
P. D. Cato (3)
|
293,588
|
*
|
1,743,525
|
100.0
|
36.7
|
|||||||||||
Thomas
W. Stoltz (4)
|
10,000
|
*
|
--
|
*
|
*
|
|||||||||||
B.
Allen Weinstein
|
32,782
|
*
|
--
|
*
|
*
|
|||||||||||
Howard
A. Severson (5)
|
25,729
|
*
|
--
|
*
|
*
|
|||||||||||
Michael
T. Greer (6)
|
15,259
|
*
|
--
|
*
|
*
|
|||||||||||
Robert
W. Bradshaw, Jr.
|
750
|
*
|
--
|
*
|
*
|
|||||||||||
George
S. Currin
|
16,930
|
*
|
--
|
*
|
*
|
|||||||||||
William
H. Grigg
|
1,500
|
*
|
--
|
*
|
*
|
|||||||||||
Grant
L. Hamrick
|
4,500
|
*
|
--
|
*
|
*
|
|||||||||||
James
H. Shaw
|
6,654
|
*
|
--
|
*
|
*
|
|||||||||||
A.
F. (Pete) Sloan
|
10,800
|
*
|
--
|
*
|
*
|
|||||||||||
D.
Harding Stowe
|
0
|
*
|
--
|
*
|
*
|
|||||||||||
All
directors and executive officers as a group (13 persons)
(7)
|
435,852
|
1.4
|
1,743,525
|
100.0
|
37.0
|
|||||||||||
Royce
& Associates, LLC (8)
|
3,120,545
|
10.1
|
--
|
*
|
8.3
|
|||||||||||
NFJ
Investment Group, L.P. (9)
|
1,949,150
|
6.3
|
--
|
*
|
5.2
|
|||||||||||
Barclays
Global Investors N.A., et al. (10)
|
1,767,907
|
5.7
|
--
|
*
|
4.7
|
(1)
|
Includes
the vested interest of executive officers in the Company’s Employee Stock
Ownership Plan and Employee Stock Purchase Plan. The aggregate
vested
amount credited to their accounts as of March 27, 2007 was 47,328
shares
of Class A Stock.
|
(2)
|
Share
amounts shown as subject to stock options in the footnotes below
cover
shares under options that are presently exercisable or will become
exercisable within 60 days after March 27, 2007.
|
(3)
|
The
amount shown for Class A Stock includes 9,000 shares held by Mr.
Cato’s
wife and 2,250 shares subject to stock options held by Mr. Cato’s wife.
The amount for Class B Stock includes 1,050,000 shares subject
to stock
options held by Mr. Cato and 3,000 shares subject to stock options
held by
Mr. Cato’s wife. Mr. Cato disclaims beneficial ownership of shares held
directly or indirectly by his wife. The address of this shareholder
is
8100 Denmark Road, Charlotte, North Carolina 28273.
|
(4)
|
Mr.
Stoltz, Executive Vice President, Chief Financial Officer, joined
the
Company on December 4, 2006.
|
(5)
|
Includes
5,000 shares of Class A Stock subject to stock options.
|
(6)
|
Includes
6,000 shares of Class A Stock subject to stock
options.
|
(7)
|
The
amounts shown for Class A Stock include 14,750 shares subject to
stock
options.
|
(8)
|
Based
on an amended Schedule 13G filed by this shareholder with the Securities
and Exchange Commission on or about January 9, 2007. The address
of this
shareholder is 1414 Avenue of the Americas, New York, New York
10019.
|
(9)
|
Based
on an amended Schedule 13G filed by this shareholder with the Securities
and Exchange Commission on or about February 9, 2007. The address
of this
shareholder is 2100 Ross Avenue, Suite 1840, Dallas, Texas
75201.
|
(10)
|
Based
on a Schedule 13G filed by Barclays Global Investors, N. A. and
certain of
its affiliates with the Securities and Exchange Commission on or
about
January 23, 2007. The address of this shareholder is 45 Fremont
Street,
San Francisco, California 94105. This shareholder and its affiliates
collectively report sole voting power over 1,614,925 of such shares.
|
(i)
|
The
director is, or has been within the last three years, an employee
of the
Company, or an immediate family member is, or has been within the
last
three years, an executive officer, of the Company.
|
(ii)
|
The
director has received, or has an immediate family member has received,
during any twelve-month period within the last three years, more
than
$100,000 in direct compensation from the Company, other than director
and
committee fees and pension or other forms of deferred compensation
for
prior service (provided such compensation is not contingent in
any way on
continued service).
|
(iii)
|
The
director or an immediate family member is a current partner of
a firm that
is the Company’s internal or external auditor; the director is a current
employee of such a firm; the director has an immediate family member
who
is a current employee of such a firm and who participates in the
firm’s
audit, assurance or tax compliance (but not tax planning) practice;
or the
director or an immediate family member was within the last three
years
(but is no longer) a partner or employee of such a firm and personally
worked on the Company’s audit within that time.
|
(iv)
|
The
director or an immediate family member is, or has been within the
last
three years, employed as an executive officer of another company
where any
of the Company’s present executive officers at the same time serves or
served on that company’s compensation committee.
|
(v)
|
The
director is a current employee, or an immediate family member is
a current
executive officer, of a company that has made payments to, or received
payments from, the Company for property or services in an amount
which, in
any of the last three fiscal years, exceeds the greater of $1 million,
or
2% of such other company’s consolidated gross
revenues.
|
Ann
Taylor Stores Corp.
|
Deb
Shops Inc.
|
Shoe
Carnival Inc.
|
Charlotte
Russe Holding Inc.
|
Dress
Barn Inc.
|
Stage
Stores Inc.
|
Charming
Shoppes Inc.
|
Goody’s
Family Clothing Inc.
|
United
Retail Group Inc.
|
Christopher
& Banks Corp.
|
Gymboree
Corp.
|
Aeropostale
Inc.
|
Charming
Shoppes Inc.
|
Pacific
Sunwear of California Inc.
|
|
Ann
Taylor Stores Corp.
|
Chicos
Fas Inc.
|
Shoe
Carnival Inc.
|
|
Buckle
Inc.
|
Christopher
& Banks Corp.
|
Stage
Stores Inc.
|
|
Cache
Inc.
|
Dress
Barn Inc.
|
United
Retail Group Inc.
|
|
Charlotte
Russe Holding Inc.
|
Gymboree
Corp.
|
1 |
Hay
Group’s 2006 Retail Industry Total Remuneration Survey indicates that
57%
of retail industry organizations have one or more nonqualified
retirement
plans.
|
2 |
The
Company’s 2004 Incentive Compensation Plan, as amended, is referred to
hereafter as “Plan.”
|
3 |
The
Company historically has established net income annual growth
targets of
10% per year.
|
4 |
Within
the 2006 peer group, the Company’s five-year annualized total shareholder
return from 2001 through 2005 was between the median and 75th
percentile.
|
§
|
Incent
financial performance to promote share price appreciation through
the net
income performance hurdle;
|
§
|
Promote
retention through the five-year vesting schedule and full-value
nature of
the equity award;
|
§
|
Promote
ownership and long-term capital accumulation with full-value stock
awards;
|
§
|
Address
the absence of broad-based LTI awards since 1999, and
|
§
|
Facilitate
improved market-competitive total direct compensation by adding
an equity
component to the NEO target total cash
compensation.
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
(3)
Stock
Awards ($)
|
Option
Awards
($)
|
(4)
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
(5)
All
Other Compensation ($)
|
Total
($)
|
|||||||||||||||||||
John
P. D. Cato
|
2006
|
912,500
|
292,340
|
-
|
1,387,500
|
-
|
17,461
|
2,609,801
|
||||||||||||||||||||
Chairman,
President &
|
||||||||||||||||||||||||||||
Chief
Executive Officer
|
||||||||||||||||||||||||||||
Thomas
W. Stoltz (1)
|
2006
|
40,064
|
90,000
|
9,517
|
-
|
-
|
-
|
-
|
139,581
|
|||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Financial Officer
|
||||||||||||||||||||||||||||
Reynolds
C. Faulkner (2)
|
2006
|
192,500
|
-
|
-
|
-
|
-
|
-
|
38,743
|
231,243
|
|||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Financial Officer
|
||||||||||||||||||||||||||||
B.
Allen Weinstein
|
2006
|
518,750
|
83,526
|
-
|
393,750
|
-
|
18,289
|
1,014,315
|
||||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Merchandising Officer
|
||||||||||||||||||||||||||||
Howard
Severson
|
2006
|
288,500
|
33,890
|
-
|
187,000
|
-
|
16,061
|
525,451
|
||||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Real Estate & Store
|
||||||||||||||||||||||||||||
Development
Officer
|
||||||||||||||||||||||||||||
Tim
Greer
|
2006
|
237,500
|
29,829
|
-
|
187,500
|
-
|
14,673
|
469,502
|
||||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Director
of Stores
|
1)
|
Mr.
Stoltz's date of hire was 12/4/06
|
2)
|
Mr.
Faulkner's date of hire was 5/11/06 and date of termination was
10/31/06.
An award of restricted stock received by Mr. Faulkner during 2006
was
forfeited upon termination. See “Potential Payments Upon Termination or
Change in Control” below.
|
3)
|
The
amounts shown in this column represent the current year compensation
under
FAS123(R) related to the grant of restricted stock of Cato Class
A common
stock. All grants of restricted stock were made under the 2004
Incentive
Compensation Plan. The grants were subject to forfeiture if performance
criteria were not met. Upon the performance criteria being met,
the grants
are subject to a five-year vesting schedule. Plan participants
have the
right to all dividends during the restricted period and current
year
dividends included under FAS 123(R) are included in the amounts
shown.
|
4)
|
The
amounts shown in this column constitute the cash Annual Incentive
Bonus
made to each Named Executive Officer based on established criteria
under
the 2004 Incentive Compensation Plan.
|
5)
|
The
amounts shown in this column represent amounts of Company matching
contributions and profit sharing contributions to the Named Executive
Officer's 401(k) accounts, Company contributions to the Named Executive
Officer's account under the Company's Employee Stock Ownership
Plan (the
"ESOP"), amounts imputed to the Named Executive Officer for life
insurance
coverage under the Company's Group Term Life Insurance program,
and
amounts reimbursed to the Named Executive Officers under the Company's
Tax
Preparation Reimbursement Program.
|
Name
|
401(k)
Matching Contributions ($)
|
|
ESOP
Contributions ($)
|
|
Imputed
Group Term Life Insurance Costs ($)
|
|
Imputed
Tax Preparation Reimbursement ($)
|
|
Relocation
Assistance ($)
|
|
Total
Other Compensation ($)
|
|
|||||||
Mr.
Cato
|
7,908
|
6,005
|
1,548
|
2,000
|
17,461
|
||||||||||||||
Mr.
Stoltz
|
-
|
-
|
-
|
-
|
|||||||||||||||
Mr.
Faulkner
|
-
|
90
|
-
|
38,653
|
38,743
|
||||||||||||||
Mr.
Weinstein
|
7,908
|
6,005
|
2,376
|
2,000
|
18,289
|
||||||||||||||
Mr.
Severson
|
7,908
|
6,005
|
1,548
|
600
|
16,061
|
||||||||||||||
Mr.
Greer
|
7,908
|
6,005
|
360
|
400
|
14,673
|
Estimated
Future Payouts Under Non-
Equity
Incentive Plan Awards
|
All
Other Stock Awards: Number of
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
(3)
Grant
Date Fair Value of
|
||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Compensation
Committee Action Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Shares
of Stock or Units
(#)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Stock
and Option Awards
($)
|
|||||||||||||||||||||
John
P. D. Cato
|
5/1/2006
|
4/27/2006
|
$
|
-
|
-
|
-
|
-0-
|
59,265
|
59,265
|
1,356,576
|
|||||||||||||||||||||
Chairman,
President &
|
|||||||||||||||||||||||||||||||
Chief
Executive Officer
|
|||||||||||||||||||||||||||||||
Thomas
W. Stoltz (1)
|
12/4/2006
|
10/31/2006
|
$
|
-
|
-
|
-
|
10,000
|
240,600
|
|||||||||||||||||||||||
Executive
Vice President
|
|||||||||||||||||||||||||||||||
Chief
Financial Officer
|
|||||||||||||||||||||||||||||||
Reynolds
C. Faulkner (2)
|
5/15/2006
|
5/25/2006
|
$
|
-
|
-
|
-
|
12,500
|
276,500
|
|||||||||||||||||||||||
Executive
Vice President
|
|||||||||||||||||||||||||||||||
Chief
Financial Officer
|
|
||||||||||||||||||||||||||||||
B.
Allen Weinstein
|
5/1/2006
|
4/27/2006
|
$
|
-
|
-
|
-
|
-0-
|
16,933
|
16,933
|
387,596
|
|||||||||||||||||||||
Executive
Vice President
|
|
||||||||||||||||||||||||||||||
Chief
Merchandising Officer
|
|||||||||||||||||||||||||||||||
Howard
Severson
|
5/1/2006
|
4/27/2006
|
$
|
-
|
-
|
-
|
-0-
|
6,870
|
6,870
|
157,254
|
|||||||||||||||||||||
Executive
Vice President
|
|
||||||||||||||||||||||||||||||
Chief
Real Estate & Store
|
|||||||||||||||||||||||||||||||
Development
Officer
|
|||||||||||||||||||||||||||||||
Tim
Greer
|
5/1/2006
|
4/27/2006
|
$
|
-
|
-
|
-
|
-0-
|
6,047
|
6,047
|
138,416
|
|||||||||||||||||||||
Executive
Vice President
|
|||||||||||||||||||||||||||||||
Director
of Stores
|
1)
|
Mr.
Stoltz's date of hire was 12/4/06
|
2)
|
Mr.
Faulkner's date of hire was 5/11/06 and date of termination was
10/31/06.
The 12,500 shares of restricted stock awarded to Mr. Faulkner were
forfeited upon termination.
|
3)
|
For
Messrs. Cato, Weinstein, Severson, and Greer the fair market value
computed per FAS 123(R) of the Company’s stock on the grant date of May 1,
2006 as traded on the New York Stock Exchange determined by averaging
the
high of the day ($23.09) and the low of the day ($22.69). For Mr.
Stoltz,
the fair market value of the Company’s stock on the grant date of December
4, 2006 as traded on the New York Stock Exchange determined by
averaging
the high of the day ($24.46) and the low of the day ($23.65). For
Mr.
Faulkner, the fair market value of the Company’s stock on the grant date
of May 15, 2006 as traded on the New York Stock Exchange determined
by
averaging the high of the day ($22.63) and the low of the day
($21.61).
|
4)
|
Actual
payments made under the annual incentive compensation plan are
shown in
the Summary Compensation table.
|
The
awards of restricted stock made to Messrs. Cato, Weinstein, Severson
and
Greer were subject to a performance criterion of the Company’s 2006 net
income meeting or exceeding the Company’s 2005 net income or the grant
would be forfeited. The Compensation Committee certified that the
performance criterion was reached in a meeting held on March 29,
2007. The
awards made to Messrs. Stoltz and Faulkner were not subject to
a
performance measurement. All awards made during the year were Class
A
Common Stock. All of the awards shown are subject to a five-year
vesting
requirement with 33%, 33% and 34% of the grant vesting on the third,
fourth and fifth anniversaries of the grant date, respectively.
The awards
are subject to forfeiture if the named executive terminates employment
with the Company. Each grantee is required to own a certain multiple
of
their base salary before being able to sell the restricted stock.
However,
each grantee may sell up to 45% of vesting restricted stock to
meet
associated tax liabilities.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||
Name
|
Number
of Securities Underlying Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
(4)
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
(5)
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
that Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights that Not Vested ($)
|
|||||||||||||||||||
John
P. D. Cato (1)
|
450,000
|
-
|
-
|
5.50
|
08/28/07
|
|||||||||||||||||||||||
Chairman,
President &
|
300,000
|
-
|
-
|
8.71
|
02/26/08
|
|||||||||||||||||||||||
Chief
Executive Officer
|
150,000
|
-
|
-
|
8.48
|
05/20/09
|
|||||||||||||||||||||||
150,000
|
-
|
-
|
8.83
|
08/26/09
|
||||||||||||||||||||||||
59,265
|
1,351,835
|
|||||||||||||||||||||||||||
Thomas
W. Stoltz (2)
|
10,000
|
228,100
|
||||||||||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Financial Officer
|
||||||||||||||||||||||||||||
Reynolds
C. Faulkner (3)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Financial Officer
|
||||||||||||||||||||||||||||
B.
Allen Weinstein, Chief
|
16,900
|
385,489
|
||||||||||||||||||||||||||
Executive
Vice President
|
||||||||||||||||||||||||||||
Chief
Merchandising Officer
|
||||||||||||||||||||||||||||
Howard
Severson (6)
|
5,000
|
8.19
|
11/01/09
|
|||||||||||||||||||||||||
Executive
Vice President
|
6,900
|
150,696
|
||||||||||||||||||||||||||
Chief
Real Estate & Store
|
||||||||||||||||||||||||||||
Development
Officer
|
||||||||||||||||||||||||||||
Tim
Greer (7)
|
3,000
|
13.47
|
02/04/12
|
|||||||||||||||||||||||||
Executive
Vice President
|
9,000
|
14.19
|
02/01/14
|
|||||||||||||||||||||||||
Director
of Stores
|
4,800
|
109,488
|
1)
|
Mr.
Cato’s options are all exercisable for Class B Common Stock. Mr. Cato
holds 1,050,000 options in total of which 450,000 were granted
in 1997,
300,000 were granted in 1998 and 300,000 were granted in
1999.
|
2)
|
Mr.
Stoltz's date of hire was 12/4/06.
|
3)
|
Mr.
Faulkner's date of hire was 5/11/06 and date of termination was
10/31/06.
The 12,500 shares of Class A restricted stock granted to Mr. Faulkner
were
forfeited upon termination.
|
4)
|
All
stock awards shown are restricted stock grants and are Class A
Common
Stock.
|
5)
|
The
market value of the Company’s stock was $22.81 on the last trading day of
the fiscal year, February 2, 2007.
|
6)
|
Mr.
Severson’s options are all exercisable for Class A Common
Stock.
|
7)
|
Mr.
Greer’s unexercisable options vest ratably over five years on the
anniversary of the grant date for each respective award. Therefore,
an
additional 3,000 options vest (or vested) on each of the following
dates:
February 1, 2007, February 4, 2007, February 1, 2008 and February
1,
2009.
|
Option
Awards
|
Stock
Awards
|
||||||||||||
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized on Vesting ($)
|
|||||||||
John
P. D. Cato (1)
|
-
|
-
|
150,000
|
3,352,500
|
|||||||||
Chairman,
President &
|
|||||||||||||
Chief
Executive Officer
|
|||||||||||||
Thomas
W. Stoltz
|
|||||||||||||
Executive
Vice President
|
|||||||||||||
Chief
Financial Officer
|
|||||||||||||
Reynolds
C. Faulkner
|
|||||||||||||
Executive
Vice President
|
|||||||||||||
Chief
Financial Officer
|
|||||||||||||
B.
Allen Weinstein, Chief
|
|||||||||||||
Executive
Vice President
|
|||||||||||||
Chief
Merchandising Officer
|
|||||||||||||
Howard
Severson (2)
|
37,000
|
612,787
|
|||||||||||
Executive
Vice President
|
|||||||||||||
Chief
Real Estate & Store
|
|||||||||||||
Development
Officer
|
|||||||||||||
Tim
Greer (3)
|
6,000
|
42,757
|
|||||||||||
Executive
Vice President
|
|||||||||||||
Director
of Stores
|
1)
|
Mr.
Cato acquired 150,000 shares at a market price of $22.35 on May
20, 2006
upon the vesting of restricted stock award granted on May 20, 2002.
|
2)
|
Mr.
Severson exercised 5,000 shares on March 24, 2006 with an exercise
price
of $5.50 and a market price of $24.35. He exercised 3,000 shares
on May
17, 2006 with an exercise price of $5.50 and a market price of
$23.75. He
exercised 4,000 shares on June 15, 2006 with an exercise price
of $5.50
and a market price of $22.83. Mr. Severson exercised 10,000 shares
on June
21, 2006 with an exercise price of $8.19 and a market price of
$23.88. He
exercised 5,000 shares on June 23, 2006 with an exercise price
of $8.19
and a market price of $24.75. Mr. Severson exercised 5,000 shares
on
November 22, 2006 with an exercise price of $8.19 and a market
price of
$24.75. He exercised 5,000 shares on November 24, 2006 with an
exercise
price of $8.19 and a market price of $24.90.
|
3)
|
Mr.
Greer exercised 3,000 shares on February 3, 2006 with an exercise
price of
$14.19 and a market price of $21.25. He exercised 3,000 shares
on February
6, 2006 with an exercise price of $13.47 and a market price of
$20.66.
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
|||||||||||||||
Robert
W. Bradshaw, Jr.
|
44,500
|
-
|
-
|
-
|
-
|
-
|
44,500
|
|||||||||||||||
George
S. Currin
|
47,500
|
-
|
-
|
-
|
-
|
-
|
47,500
|
|||||||||||||||
William
H. Grigg
|
42,500
|
-
|
-
|
-
|
-
|
-
|
42,500
|
|||||||||||||||
Grant
L. Hamrick
|
49,501
|
-
|
-
|
-
|
-
|
-
|
49,501
|
|||||||||||||||
James
H. Shaw
|
44,000
|
-
|
-
|
-
|
-
|
-
|
44,000
|
|||||||||||||||
A.F.
(Pete) Sloan
|
53,000
|
-
|
-
|
-
|
-
|
-
|
53,000
|
|||||||||||||||
D.
Harding Stowe
|
44,500
|
-
|
-
|
-
|
-
|
-
|
44,500
|
Fiscal
Year Ended
|
Fiscal
Year Ended
|
|||||||
February
3, 2007
|
January
28, 2006
|
|||||||
Audit
Fees (1)
|
$
|
532,000
|
$
|
519,600
|
||||
Audit
Related Fees (2)
|
104,900
|
67,900
|
||||||
Tax
Fees (3)
|
27,600
|
27,600
|
||||||
All
Other Fees
|
--
|
30,800
|
(4)
|
|||||
$ | 664,500 | $ | 645,900 |
(1)
|
Includes
$297,000 and $280,000 for audit services under Section 404 of the
Sarbanes-Oxley Act of 2002 for the years ended February 3, 2007
and
January 28, 2006, respectively.
|
(2)
|
Consists
of audits of employee benefit plans, subsidiaries, and expenses
related
thereto.
|
(3)
|
Consists
of tax compliance and related tax matters.
|
(4)
|
Consists
of expenses related to review of new systems and controls for the
year
ended January 28, 2006.
|
For
the Board of Directors
|
|||
THE
CATO CORPORATION
|
|||
SHAWN
E. SMITH
|
|||
April
24, 2007
|
Secretary
|
Please
detach
along perforated line and mail in the envelope provided.
|
20330300000000000000
3
|
052407
|
THE BOARD OF DIRECTORS RECOMMENDS AVOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2 AND 3. PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN
HERE x
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||
1. ELECTION
OF DIRECTORS
|
NOMINEES:
George
S. Currin
A.F.
(Pete) Sloan
D.
Harding Stowe
|
2. Proposal
to ratify the selection of PricewaterhouseCoopers LLP as the
Company’s
independent auditor for fiscal year ending February 2, 2008;
and
|
||||||
|
FOR
ALL NOMINEES
WITHHOLD
AUTHORITY
FOR ALL NOMINEES FOR
ALL EXCEPT
(See
instructions below)
|
3. In
their discretion, the Proxies are authorized to vote upon such
other
business as may properly come before the meeting or any adjournments
thereof.
|
||||||
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED “FOR” ALL PROPOSALS AND “FOR” ELECTION OF ALL NOMINEES FOR
DIRECTOR.
THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE
OF
ANNUAL MEETING AND PROXY STATEMENT AND REVOKES ALL PROXIES HERETOFORE
GIVEN BY THE UNDERSIGNED.
PLEASE
MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY SO AS TO
INSURE A
QUORUM AT THE MEETING. THIS IS IMPORTANT WHETHER YOU OWN FEW
OR MANY
SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY
TO
ADDITIONAL EXPENSE.
|
||||||||
INSTRUCTION:
To withhold
authority to vote for any individual nominee(s), mark “FOR
ALL EXCEPT” and
fill in
the circle next to each nominee you wish to withhold, as shown
here:
|
||||||||
To
change the
address on your account, please check the box at right and indicate
your
new address in the address space above. Please note that changes
to the
registered name(s) on the account may not be submitted via this
method.
|
Signature
of
Shareholder
|
Date:
|
Signature
of Shareholder
|
Date:
|
Note:
|
Please
sign
exactly as your name or names appear on this Proxy. When shares
are held
jointly, each holder should sign. When signing as executor,
administrator,
attorney, trustee or guardian, please give full title as such.
If the
signer is a corporation, please sign full corporate name by
duly
authorized officer, giving full title as such. If signer is
a partnership,
please sign in partnership name by authorized person.
|
0
|
14475
|
Please
detach
along perforated line and mail in the envelope provided.
|
20330300000000000000
3
|
052407
|
THE BOARD OF DIRECTORS RECOMMENDS AVOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2 AND 3. PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN
HERE x
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||
1. ELECTION
OF DIRECTORS
|
NOMINEES:
George
S. Currin
A.F.
(Pete) Sloan
D.
Harding Stowe
|
2. Proposal
to ratify the selection of PricewaterhouseCoopers LLP as the
Company’s
independent auditor for fiscal year ending February 2, 2008;
and
|
||||||
|
FOR
ALL NOMINEES
WITHHOLD
AUTHORITY
FOR ALL NOMINEES FOR
ALL EXCEPT
(See
instructions below)
|
3. In
their discretion, the Proxies are authorized to vote upon such
other
business as may properly come before the meeting or any adjournments
thereof.
|
||||||
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL
BE VOTED “FOR” ALL PROPOSALS AND “FOR” ELECTION OF ALL NOMINEES FOR
DIRECTOR.
THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE
OF
ANNUAL MEETING AND PROXY STATEMENT AND REVOKES ALL PROXIES HERETOFORE
GIVEN BY THE UNDERSIGNED.
PLEASE
MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY SO AS TO
INSURE A
QUORUM AT THE MEETING. THIS IS IMPORTANT WHETHER YOU OWN FEW
OR MANY
SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY
TO
ADDITIONAL EXPENSE.
|
||||||||
INSTRUCTION:
To withhold
authority to vote for any individual nominee(s), mark “FOR
ALL EXCEPT” and
fill in
the circle next to each nominee you wish to withhold, as shown
here:
|
||||||||
To
change the
address on your account, please check the box at right and indicate
your
new address in the address space above. Please note that changes
to the
registered name(s) on the account may not be submitted via this
method.
|
Signature
of
Shareholder
|
Date:
|
Signature
of Shareholder
|
Date:
|
Note:
|
Please
sign
exactly as your name or names appear on this Proxy. When shares
are held
jointly, each holder should sign. When signing as executor,
administrator,
attorney, trustee or guardian, please give full title as such.
If the
signer is a corporation, please sign full corporate name by
duly
authorized officer, giving full title as such. If signer is
a partnership,
please sign in partnership name by authorized person.
|
0
|
14475
|