[8-K] Shoe Carnival Inc Reports Material Event

Rhea-AI Filing Summary

Shoe Carnival (NASDAQ: SCVL) filed a Form 8-K to report the results of its 2025 Annual Meeting held on 25 June 2025. Shareholders re-elected directors James A. Aschleman (97.6% support), Andrea R. Guthrie (91.7%) and Clifton E. Sifford (97.4%). The advisory vote on executive compensation passed with 90.6% approval, and Deloitte & Touche LLP was ratified as independent auditor with 98.7% support. No other material actions or corporate changes were disclosed.

false000089544700008954472025-06-252025-06-25

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, 2025 (June 25, 2025)

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.)
1800 Innovation Point, 5th Floor Fort Mill, SC		29715
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (803) 650-4600

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 2025 Annual Meeting of Shareholders on June 25, 2025. 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, 2025, and the voting results for each matter.

1.The nominees for director were elected to serve three-year terms expiring at the 2028 annual meeting of shareholders and until their successors are elected and have qualified, as follows:

Nominee		For		Against		Abstain		Broker Non-Votes
James A. Aschleman		23,770,915		590,903		5,780		1,533,030
Andrea R. Guthrie		22,369,401		1,992,417		5,780		1,533,030
Clifton E. Sifford		23,745,741		616,075		5,782		1,533,030

2.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
22,109,746		2,238,213		19,639		1,533,030

3.The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2025 was ratified by the following shareholder vote:

For		Against		Abstain		Broker Non-Votes
25,562,397		331,346		6,885		0

2

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, 2025	By:	/s/ Patrick C. Edwards
		Patrick C. Edwards
		Senior Vice President
		Chief Financial Officer, Treasurer & Secretary

3

FAQ

Which directors did SCVL shareholders elect at the 2025 annual meeting?

Investors re-elected James A. Aschleman, Andrea R. Guthrie and Clifton E. Sifford to three-year terms expiring in 2028.

What percentage of SCVL shareholders supported the 2025 say-on-pay proposal?

Approximately 90.6% voted FOR executive compensation (22,109,746 shares), while 9.2% voted AGAINST (2,238,213 shares).

Did SCVL shareholders ratify Deloitte & Touche LLP as auditor for fiscal 2025?

Yes. Deloitte & Touche LLP was ratified with 25,562,397 FOR, 331,346 AGAINST and 6,885 ABSTAIN votes.

When and where was Shoe Carnival's 2025 annual meeting held?

The meeting took place on 25 June 2025 at the company’s headquarters in Fort Mill, South Carolina.

How many broker non-votes were recorded in SCVL’s 2025 proxy items?

1,533,030 broker non-votes were recorded for all items except auditor ratification, which had none.