{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-029269","form_type":"8-K","ticker":"SCVL","cik":"0000895447","company_name":"SHOE CARNIVAL INC","filed_at":"2023-06-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.703573+00:00","generated_at":"2026-06-13T19:35:36.943375+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Shoe Carnival shareholders approve amended equity plan, add 1.8M shares","bullets":["Shareholders approved amended 2017 Equity Incentive Plan, adding 1,800,000 shares (total reserve now 3,470,398).","Non-employee director annual compensation limit increased from $400,000 to $500,000.","Advisory vote on executive compensation passed with 22.5M for, 243K against; annual frequency adopted.","Ratification of Deloitte & Touche as auditor for FY2023 approved with 25.1M votes for.","Plan term extended to 10 years from approval; definition of 'good reason' revised for remote work."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-029269","json":"https://secwatch.observer/filing/0000950170-23-029269.json","markdown":"https://secwatch.observer/filing/0000950170-23-029269.md","text":"https://secwatch.observer/filing/0000950170-23-029269.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/scvl-20230620.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T19:35:36.943375+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"15535e1c273ac48b5b04505bbd0b2c526f4df881","claim":"SHOE CARNIVAL INC shareholders approved Advisory vote on the frequency of future shareholder advisory votes on the compensation paid to the Company's named executive officers at the 2023-06-20 meeting.","evidence_excerpt":"3. The shareholders cast their votes with respect to the advisory (non-binding) vote on the frequency of future shareholder advisory votes on the compensation paid to the Company's named executive officers as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 22,469,364 55,241 310,879 8,719 2,525,917","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"1e6ae589126df05b3bcb47d12df9720b64242500","claim":"SHOE CARNIVAL INC shareholders approved Approval of the Restated Plan at the 2023-06-20 meeting.","evidence_excerpt":"4. By the following vote, the shareholders approved the Restated Plan: For Against Abstain Broker Non-Votes 22,185,909 631,236 27,058 2,525,917","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"8cf7ee19da6b5168b35bfbe0d27708964b9c2229","claim":"SHOE CARNIVAL INC shareholders approved Election of nominees for director to serve three-year terms expiring at the 2026 annual meeting at the 2023-06-20 meeting.","evidence_excerpt":"1. The nominees for director were elected to serve three-year terms expiring at the 2026 annual meeting of shareholders and until their successors are elected and have qualified, as follows: Nominee For Against Abstain Broker Non-Votes J. Wayne Weaver 21,884,708 917,668 41,827 2,525,917 Diane Randolph 18,669,366 4,134,026 40,811 2,525,917","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"916de0a750d67c5d4f071eb1d5c901c5af00ccd5","claim":"SHOE CARNIVAL INC shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2023 at the 2023-06-20 meeting.","evidence_excerpt":"5. The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2023 was ratified by the following shareholder vote: For Against Abstain Broker Non-Votes 25,081,980 277,472 10,668 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"},{"claim_id":"d7358a1300adc13e13178916710215890c421d0d","claim":"SHOE CARNIVAL INC shareholders approved Advisory vote on the compensation paid to the Company's named executive officers at the 2023-06-20 meeting.","evidence_excerpt":"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 22,525,746 243,299 75,158 2,525,917","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-20"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}