8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): June 27, 2024 (June 25, 2024)

SHOE CARNIVAL, INC.

(Exact name of Registrant as Specified in Its Charter)


Indiana	0-21360	35-1736614
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7500 East Columbia Street Evansville, Indiana		47715
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (812) 867-4034

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 (see General Instructions A.2. below):

☐ 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

    Common Stock, par value $0.01 per share

    SCVL

    The Nasdaq Stock Market LLC

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Shoe Carnival, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on June 25, 2024. The following is a summary of the matters voted on at the meeting, as described in detail in the Company's definitive proxy statement filed on May 14, 2024, and the voting results for each matter.

The nominees for director were elected to serve three-year terms expiring at the 2027 annual meeting of shareholders and until their successors are elected and have qualified, as follows:


Nominee	For	Against	Abstain	Broker Non-Votes
Charles B. Tomm	24,000,686	1,177,190	24,804	909,316
Mark J. Worden	24,449,094	728,652	24,934	909,316

By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers:


For	Against	Abstain	Broker Non-Votes
24,807,530	374,976	20,174	909,316

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2024 was ratified by the following shareholder vote:


For	Against	Abstain	Broker Non-Votes
25,818,579	288,588	4,829	0

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.


	SHOE CARNIVAL, INC.
		(Registrant)
Date: June 27, 2024	By:	/s/ Patrick C. Edwards
		Patrick C. Edwards
		Senior Vice President,
		Chief Financial Officer, Treasurer & Secretary