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)

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 20, 2021

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 if

the Form

8-K filing

is intended

to simultaneously

satisfy the

filing obligation

of 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 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 20, 2021, The Cato Corporation (the “Company”) issued a press release regarding its

financial results for the first quarter ending May 1, 2021.

A copy of this press release is

furnished as Exhibit 99.1 hereto.

Item 5.07.

Submission of Matters to a Vote

of Security Holders.

On May 20, 2021, 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 three

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).

In addition, management’s proposal regarding

the Company’s executive compensation was

approved

(Proposal

3 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 29,

2022 was

approved

(Proposal

4 below).

Summary

Of Voting By Proposal

To elect John P.D. Cato, Thomas

E. Meckley

and Bailey

W. Patrick, each for

a term expiring

2024 and until their

successors

are elected

and qualified.

Votes recorded, by nominee, were as

follows:

Nominee

For

Abstain

Broker

Non-Votes

John P.D. Cato

33,028,710

301,255

3,347,114

Thomas E.

Meckley

32,694,837

635,128

3,347,114

Bailey

W. Patrick

28,642,601

4,687,364

3,347,114

To consider

and vote

upon a

proposal to

amend and

restate The

Cato Corporation

2013

Employee Stock Purchase Plan.

The Company’s shareholders voted

to approve this proposal

with 33,160,165

votes for

and 148,184

votes against.

There were

21,616 abstentions

and

3,347,114 Broker non-votes.

To approve,

on an advisory

basis, the Company’s

executive compensation.

The Company’s

shareholders voted to approve this

proposal with 24,992,869 for and 8,220,993

votes against.

There were 116,103 abstentions and 3,347,114 Broker non-votes.

To approve,

to ratify the

selection of PricewaterhouseCoopers

LLP as the Company’s

independent registered

public accounting

firm for

the fiscal

year ending

January 29,

2022.

The Company’s shareholders voted to approve this proposal with 36,447,359 for and

118,581

votes against.

There were 111,139 abstentions.

Item 7.01.

Regulation FD Disclosure.

On May 20, 2021, The Cato Corporation issued a press release announcing the decision to

resume quarterly dividend declarations.

A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and

is incorporated by reference herein.

The information contained in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or

the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 99.1 - Press Release issued May 20, 2021 - Earnings Release

Exhibit 99.2 - Press Release issued May 20, 2021 - Dividend Declaration

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 21, 2021

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

May 21, 2021

/s/ John R. Howe

Date

John R. Howe

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

Exhibit 99.1 - Press Release issued May 20, 2021

- Earnings Release

99.1

Exhibit 99.2 - Press Release issued May 20, 2021

- Dividend Declaration

99.2

Exhibit 104 – Cover Page Interactive Data File

(embedded within Inline XBRL document)

104

exhibit991

8100 Denmark Road

P.O.

Box 34216

Charlotte, NC

28234

(704) 554-8510

EXHIBIT 99.1

The CATO Corporation

NEWS RELEASE

FOR IMMEDIATE RELEASE

For Further Information Contact:

John R. Howe

Executive Vice President

Chief Financial Officer

704-551-7315

CATO

REPORTS 1Q NET INCOME

CHARLOTTE, N.C. (May 20, 2021)

–– The Cato Corporation (NYSE: CATO)

today reported net

income of $20.7 million or $0.92 per diluted share for the first quarter ended May 1, 2021, compared

to a net loss of $28.4 million or ($1.19) per diluted share for the first quarter ended May 2, 2020.

Sales for fiscal 2020 were significantly impacted by the closure of our stores for six weeks due to the

COVID-19 pandemic, beginning March 19, 2020. Due to the impact of the unprecedented closures,

the Company will report sales compared to each of the past two years.

Sales for the first quarter

were $211.2

million, or an increase of 114% from sales of $98.8 million for the first quarter

ended

May 2, 2020.

Compared to the same period in 2019, sales decreased 7% from sales of $228.3

million for the quarter ended May 4, 2019. The Company’s same-store sales for the quarter increased

111%

compared to 2020 and decreased 8% when compared to the same period in 2019.

“We

remain cautiously optimistic about the remainder of the year as we see customer traffic improve,

states continue to lift capacity limits as more people are vaccinated, the comfort level with venturing

out to social events increases and people prepare to return to work,”

stated John Cato, Chairman,

President, and Chief Executive Officer.

“We do anticipate the beneficial effects of stimulus funds on

the economy to taper off in the near future and retail to continue to be negatively impacted by global

supply chain challenges.”

Gross margin increased from 15.4% to 41.5% of sales in the quarter due to higher merchandise

margins.

SG&A expenses as a percent of sales decreased from 53.1% to 29.9% of sales during the

quarter primarily due to leveraging of expenses as a result of normalized sales and a $5.3 million

non-cash impairment charge in the prior year, partially offset

by higher incentive compensation. Tax

impact for the quarter was a $3.1 million expense versus a $9.1 million benefit in the prior year due to

the pre-tax loss.

The Company ended the quarter with unrestricted cash and short-term investments

of $183.2 million, with no borrowings outstanding on its revolving line of credit compared to $117.8

million for the same period in 2020, net of $30 million drawn on its line of credit.

8100 Denmark Road

P.O.

Box 34216

Charlotte, NC

28234

(704) 554-8510

During the first quarter ended May 1, 2021, the Company permanently closed 5 stores.

As of May

1, 2021, the Company has 1,325 stores in 32 states, compared to 1,300 stores in 31 states as of May

2, 2020.

“Our healthy cash position, no debt and actions taken to preserve capital contributed to Cato’s ability

to weather a year like 2020,” Mr. Cato said.

“And the hard work and dedication of our associates and

the loyalty of our customers is allowing us to regain ground lost during 2020.

Our priority, in addition

to providing a safe shopping environment, is to provide fashion and outstanding customer service at a

great value to our customers.”

“As the effects of the pandemic remain ongoing,

there still remains a high level of uncertainty as to

their continued impact on the retail industry as a whole. The lingering effects of the prolonged supply

chain disruption are also a concern,” shared Mr. Cato.

“In light of these uncertainties, we remain

cautiously optimistic about the remainder of the year.

However, should our strong start continue

through the first half, we expect to revisit store development opportunities and other projects

suspended due to COVID.”

The Cato

Corporation is a

leading specialty

retailer of

value-priced fashion apparel

and accessories

operating three

concepts, “Cato,”

“Versona” and

“It’s Fashion.”

The Company’s

Cato stores

offer

exclusive merchandise

with fashion

and quality

comparable to

mall specialty

stores at

low prices

every day.

The Company

also offers

exclusive merch

andise found

in its

Cato stores

www.catofashions.com.

Versona is

a unique

fashion destination

offering apparel

and accessories

including jewelry, handbags

and shoes at exceptional prices every day.

Select Versona merchandise

can also

be found

at www.s

hopversona.com.

It’s Fashion

offers fashion

with a

focus on

the latest

trendy styles for the entire family at low prices every day.

Statements in this press release that express a belief, expectation

or intention, as well as those that are not a historical

fact, including, without limitation, statements regarding

the Company’s expected or estimated operational

financial results,

activities or opportunities, and potential impacts and effects

of the coronavirus are considered “forward-looking” within the

meaning of The Private Securities Litigation Reform Act

of 1995.

Such forward-looking statements are based on current

expectations that are subject to known and unknown risks,

uncertainties and other factors that could cause actual results

to differ materially from those contemplated by the forward

-looking statements.

Such factors include, but are not limited

to, any actual or perceived deterioration in the conditions

that drive consumer confidence and spending, including,

but not

limited to, prevailing social, economic, political and public health

conditions and uncertainties, levels of unemployment,

fuel, energy and food costs, wage rates, tax rates, interest

rates, home values, consumer net worth and the availability

credit; changes in laws or regulations affecting our business including

but not limited to tariffs; uncertainties regarding the

impact of any governmental action regarding, or responses

to, to the foregoing conditions; competitive factors

and pricing

pressures; our ability to predict and respond to rapidly changing

fashion trends and consumer demands; our ability to

8100 Denmark Road

P.O.

Box 34216

Charlotte, NC

28234

(704) 554-8510

successfully implement our new store development strategy

to increase new store openings and the

ability of any such

new stores to grow and perform as expected; adverse weather,

public health threats (including the global coronavirus

(COVID-19) outbreak) or similar conditions that may affect

our sales or operations; inventory risks due to shifts

in market

demand, including the ability to liquidate excess inventory

at anticipated margins; and other factors discussed under

“Risk

Factors” in Part I, Item 1A

of the Company’s most recently filed annual report

on Form 10-K

and in other reports the

Company files with or furnishes to the SEC from time to

time.

The Company does not undertake to publicly update

revise the forward-looking statements even if experience or future

changes make it clear that the projected results

expressed or implied therein will not be realized. The Company

is not responsible for any changes made to this press

release by wire or Internet services.

#

8100 Denmark Road

P.O.

Box 34216

Charlotte, NC

28234

(704) 554-8510

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE PERIODS ENDED MAY 1, 2021 AND MAY

2, 2020

(Dollars in thousands, except per share data)

Quarter Ended

May 1,

May 2,

2021

Sales

2020

Sales

REVENUES

Retail sales

211,234

100.0%

98,813

100.0%

Other revenue (principally finance,

late fees and layaway charges)

1,851

0.9%

1,919

1.9%

Total revenues

213,085

100.9%

100,732

101.9%

GROSS MARGIN (Memo)

87,559

41.5%

15,216

15.4%

COSTS AND EXPENSES, NET

Cost of goods sold

123,675

58.5%

83,597

84.6%

Selling, general and administrative

63,237

29.9%

52,511

53.1%

Depreciation

3,042

1.4%

4,006

4.1%

Interest and other income

(663)

-0.3%

(1,851)

-1.9%

Cost and expenses, net

189,291

89.6%

138,263

139.9%

Income (Loss) Before Income Taxes

23,794

11.3%

(37,531)

-38.0%

Income Tax (Benefit)/Expense

3,081

1.5%

(9,114)

-9.2%

Net Income (Loss)

20,713

9.8%

(28,417)

-28.8%

Basic Earnings Per Share

0.92

(1.19)

Diluted Earnings Per Share

0.92

(1.19)

8100 Denmark Road

P.O.

Box 34216

Charlotte, NC

28234

(704) 554-8510

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

May 1,

January 30,

2021

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

22,276

17,510

Short-term investments

160,897

126,416

Restricted cash

3,918

Accounts receivable - net

55,140

52,743

Merchandise inventories

84,849

84,123

Other current assets

5,978

5,840

Total Current Assets

333,058

290,550

Property and Equipment – net

69,925

72,550

Noncurrent Deferred Income Taxes

5,726

5,685

Other Assets

23,350

22,850

Right-of-Use Assets, net

185,861

199,817

TOTAL

617,920

591,452

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

144,172

118,513

Current Lease Liability

58,385

63,421

Noncurrent Liabilities

20,327

19,705

Lease Liability

133,153

143,315

Stockholders' Equity

261,883

246,498

TOTAL

617,920

591,452

exhibit992

8100 Denmark Road

P.O.

Box 34216

Charlotte, NC

28234

(704) 554-8510

EXHIBIT 99.2

The CATO Corporation

NEWS RELEASE

FOR IMMEDIATE RELEASE

For Further Information Contact:

John R. Howe

Executive Vice President

Chief Financial Officer

704-551-7315

THE CATO CORPORATION

ANNOUNCES RESUMPTION OF QUARTERLY DIVIDEND

CHARLOTTE, N.C. (May 20, 2021)

–– The Board of Directors of The Cato Corporation (NYSE:

CATO)

declared a regular quarterly dividend of $0.11 per share.

The dividend will be payable on

June 21, 2021 to shareholders of record on June 7, 2021.

The $0.11 dividend, or

$0.44 on an annualized basis, represents an annualized yield of 3.1% at the

closing market price on May 19, 2021.

The Cato Corporation is a leading specialty

retailer of value-priced fashion apparel and accessories

operating three concepts, “Cato,” “Versona” and “It’s

Fashion.”

The Company’s Cato stores offer

exclusive merchandise with fashion and quality comparable to mall specialty stores at low prices

every day.

The Company also offers exclusive merchandise found in its Cato stores at

www.catofashions.com.

Versona is a unique fashion destination offering apparel

and accessories

including jewelry, handbags and

shoes at exceptional prices every day.

Select

Versona merchandise

can also be found at www.shopversona.com.

It’s Fashion offers fashion with a focus on the latest

trendy styles for the entire family at low prices every day.