UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2024 (
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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).
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 13, 2024, the Compensation Committee of the Board of Directors of Shoe Carnival, Inc. (the “Company”) established the performance criteria and targets for the fiscal 2024 bonus payable in fiscal 2025 under the Company’s Executive Incentive Compensation Plan. The performance criterion is operating income, calculated in accordance with U.S. generally accepted accounting principles (“Operating Income”). Subjective factors based on an executive officer’s individual performance can reduce an executive officer’s bonus. Performance below the threshold level would result in no payout, performance at the threshold level of performance would result in a payout at 25% of the executive officer’s target bonus amount and performance at the maximum level of performance would result in a payout at 175% of the executive officer’s target bonus amount, with payout for performance between threshold and target and between target and maximum Operating Income interpolated.
The following table sets forth the percentage of salary the Company’s executive officers could earn based upon the attainment of the various levels of Operating Income:
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Percentage of Annual Salary |
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Name |
Threshold |
Target |
Maximum |
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Mark J. Worden |
31.25 |
% |
125.00 |
% |
218.75 |
% |
Patrick C. Edwards |
12.50 |
% |
50.00 |
% |
87.50 |
% |
Carl N. Scibetta |
18.75 |
% |
75.00 |
% |
131.25 |
% |
Marc A. Chilton |
18.75 |
% |
75.00 |
% |
131.25 |
% |
J. Wayne Weaver, Chairman of the Company’s Board of Directors and an executive officer, and Clifton E. Sifford, Vice Chairman of the Board and an executive officer, will not participate in the Executive Incentive Compensation Plan in fiscal 2024.
On March 13, 2024, the Compensation Committee also granted service-based restricted stock units and performance stock units under the Amended and Restated 2017 Equity Incentive Plan (as amended and restated, the “2017 Equity Plan”) to the following executive officers:
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Name |
Target Number of Performance Stock Units Awarded |
Service-Based Restricted Stock Units Awarded |
Mark J. Worden |
51,263 |
34,175 |
Patrick C. Edwards |
7,271 |
4,847 |
Carl N. Scibetta |
14,153 |
9,435 |
Marc A. Chilton |
12,259 |
8,172 |
The performance stock units may be earned based on the Company’s net income per diluted share for fiscal 2024. The Compensation Committee established a range of goals at threshold, target and maximum levels for which 25% to 175% of the target number of performance stock units may be earned, with payout for performance between threshold and target and between target and maximum net income per diluted share interpolated. Performance below the threshold level would result in forfeiture of all of the performance stock units. Any earned performance stock units will vest in full on March 31, 2027, provided that the executive officer maintains continuous service with the Company through such date.
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The service-based restricted stock units granted to the executive officers vest 50% on March 31, 2026 and 50% on March 31, 2027, provided that the executive officer maintains continuous service with the Company through such dates.
The restricted stock units and the performance stock units will be subject to the terms and conditions of the 2017 Equity Plan. The 2017 Equity Plan was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 22, 2023. The service-based restricted stock units will also be subject to the terms and conditions of the Company’s award agreement for service-based restricted stock units granted to executive officers under the 2017 Equity Plan (the “RSU Award Agreement”). The foregoing description of the RSU Award Agreement is intended only as a summary and is qualified in its entirety by reference to the form of RSU Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The performance stock units will also be subject to the terms and conditions of the Company’s 2024 award agreement for performance stock units granted to executive officers under the 2017 Equity Plan (the “PSU Award Agreement”). The foregoing description of the PSU Award Agreement is intended only as a summary and is qualified in its entirety by reference to the form of PSU Award Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following items are filed as exhibits to this Current Report on Form 8-K:
Exhibit No. |
Exhibits |
104 |
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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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 hereunto duly authorized.
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SHOE CARNIVAL, INC. |
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(Registrant) |
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Date: March 18, 2024 |
By: |
/s/ Patrick C. Edwards |
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Patrick C. Edwards |
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Senior Vice President |
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Chief Financial Officer, Treasurer and Secretary |
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