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): June 15, 2020 (
(Exact name of Registrant as Specified in Its Charter)
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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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Name of each exchange on which registered |
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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).
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 2020 Annual Meeting of Shareholders on June 11, 2020. 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 1, 2020, and the voting results for each matter.
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1. |
The nominee for director was elected to serve a three-year term expiring at the 2023 annual meeting of shareholders and until his successor is elected and has qualified, as follows: |
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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J. Wayne Weaver |
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10,116,845 |
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2,240,971 |
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52,220 |
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837,736 |
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2. |
By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company’s named executive officers: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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9,026,923 |
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3,257,605 |
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125,508 |
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837,736 |
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3. |
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2020 was ratified by the following shareholder vote: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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12,685,521 |
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506,749 |
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55,503 |
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0 |
Item 8.01 Other Events
On June 11, 2020, the Company’s Board of Directors approved the payment of a quarterly cash dividend of $0.09 per share to be paid on July 20, 2020, to shareholders of record as of the close of business on July 6, 2020. A copy of the press release announcing the payment of the quarterly cash dividend is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No.Exhibits
99.1Press Release of the Company dated June 15, 2020
104Cover 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: June 15, 2020 |
By: |
/s/ W. Kerry Jackson |
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W. Kerry Jackson |
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Senior Executive Vice President |
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Chief Financial and Administrative Officer and Treasurer |
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