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 22, 2025

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction

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

the

Form

8-K

filing

intended

simultaneously

satisfy

the

filing

obligation

the

registrant

under any of the following provisions:

☐

Written communications pursuant to Rule 425

under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a

-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

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 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.

☐

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On May 22, 2025, The Cato Corporation issued a press release regarding its financial results for

the first quarter

ending May 3, 2025. 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.

May

22,

2025,

the

Registrant

held

its

Annual

Meeting.

The

following

are

the

voting

results

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 to amend and

restate the Cato Corporation

2013 Employee Stock Purchase

Plan

was approved (Proposal 2 below).

addition,

management’s

proposal

regarding

the

selection

PricewaterhouseCoopers

LLP

the

Company’s

independent registered public

accounting firm for

the fiscal year ending

January 31, 2026

was approved (Proposal

below).

Summary of Voting

By Proposal

elect Theresa

J. Drew

and D.

Harding Stowe,

each for

a term

expiring in

2028

and until

their successors

are elected and qualified. Votes

recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker

Non-Votes

Theresa J. Drew

25,248,912

282,410

5,927,162

D. Harding Stowe

22,904,087

2,627,335

5,927,162

consider

and

vote

upon

proposal

amend

and

restate

The

Cato

Corporation

2013

Employee

Stock

Purchase

Plan,

amended

2021.

The

Company’s

shareholders

voted

approve

this

proposal

with

25,305,519 for and 143,306 votes against. There were 82,497 abstentions.

ratify

the

selection

PricewaterhouseCoopers

LLP

the

Company’s

independent

registered

public

accounting firm

for the

fiscal year

ending

January 31,

2026. The

Company’s

shareholders

voted to

approve

this proposal with 31,099,302 for and 268,605 votes against. There

were 90,577 abstentions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 22, 2025

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

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

May 28, 2025

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

May 28, 2025

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

99.1 - Press Release issued May 22, 2025

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

CATO CORP 8-K