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EX-32.2 - EXHIBIT 32.2 - CATO CORPexhibit322.htm
EX-32.1 - EXHIBIT 32.1 - CATO CORPexhibit321.htm
EX-31.2 - EXHIBIT 31.2 - CATO CORPexhibit312.htm
EX-23.1 - EXHIBIT 23.1 - CATO CORPexhibit231.htm
EX-21.1 - EXHIBIT 21.1 - CATO CORPexhibit211.htm
10-K - FORM 10-K - CATO CORPcato20210130.htm
 
EXHIBIT 31.1
 
PRINCIPAL EXECUTIVE
 
OFFICER CERTIFICATION
 
PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934 RULE 13a
 
-14(a)/15d-14(a), AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES
 
-OXLEY ACT OF 2002
 
 
I, John P.
 
D. Cato, certify that:
 
 
1.
 
I have reviewed this Annual Report on Form 10-K of The Cato
 
Corporation (the “registrant”);
 
 
2.
 
Based on
 
my knowledge,
 
this report
 
does not
 
contain any
 
untrue statement
 
of a
 
material fact
 
or omit
 
to state
 
a
material fact necessary to make
 
the statements made, in light of
 
the circumstances under which such
 
statements were
made, not misleading with respect to the period covered by this report;
 
 
3.
 
Based on
 
my knowledge,
 
the financial
 
statements, and
 
other financial
 
information included
 
in this
 
report, fairly
present in all material respects the financial condition,
 
results of operations and cash flows of the
 
registrant as of, and
for, the periods presented in this report;
 
 
4.
 
The registrant’s other certifying
 
officer and I are responsible
 
for establishing and maintaining disclosure controls
 
and
procedures (as defined in
 
Exchange Act Rules 13a-15(e)
 
and 15d-15(e)) and internal
 
control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
 
for the registrant and have:
 
 
 
 
a)
 
Designed such
 
disclosure controls
 
and procedures,
 
or caused
 
such disc
 
losure controls
 
and procedures
 
to be
designed under
 
our supervision,
 
to ensure
 
that material
 
information relating
 
to the
 
registrant, including
 
its
consolidated subsidiaries, is
 
made known to
 
us by others
 
within those entities,
 
particularly during the
 
period in
which this report is being prepared;
 
 
 
b)
 
Designed such internal
 
control over
 
financial reporting, or
 
caused such internal
 
control over financial
 
reporting
to be
 
designed under
 
our supervision,
 
to provide
 
reasonable assurance
 
regarding the
 
reliability of
 
financial
reporting and the preparation of
 
financial statements for external purposes
 
in accordance with generally
 
accepted
accounting principles;
 
c)
 
Evaluated the effectiveness of
 
the registrant’s disclosure
 
controls and procedures and
 
presented in this report our
conclusions about the effectiveness
 
of the disclosure controls and procedures,
 
as of the end of the period
 
covered
by this report based on such evaluation; and
 
 
 
d)
 
Disclosed in
 
this report
 
any change
 
in the
 
registrant’s internal
 
control over
 
financial reporting
 
that
 
occurred during the
 
registrant’s most
 
recent fiscal quarter
 
(the registrant’s
 
fourth fiscal quarter
 
in the case
 
of an
annual report)
 
that has
 
materially affected,
 
or is
 
reasonably likely
 
to materially
 
affect, the
 
registrant’s internal
control over financial reporting; and
 
5.
 
The registrant’s
 
other certifying officer
 
and I have
 
disclosed, based on
 
our most recent evaluation
 
of internal control
 
over
financial reporting,
 
to the
 
registrant’s auditors
 
and the
 
audit committee
 
of registrant’s
 
board of
 
directors (or
 
persons
performing the equivalent functions):
 
 
 
 
a)
 
All significant
 
deficiencies and
 
material weaknesses
 
in the
 
design or
 
operation of
 
internal control
 
over financial
reporting which
 
are reasonably
 
likely to
 
adversely affect
 
the registrant’s
 
ability to
 
record, process,
 
summarize and
report financial information; and
 
 
 
b)
 
Any fraud, whether
 
or not material,
 
that involves management
 
or other employees
 
who have a
 
significant role in
 
the
registrant’s internal control over
 
financial reporting.
 
Date: March 29, 2021
 
 
/s/ John P.
 
D. Cato
John P.
 
D. Cato
Chairman, President and
Chief Executive Officer