---
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"
generated_at: "2026-06-13T19:35:36.943375+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Shoe Carnival shareholders approve amended equity plan, add 1.8M shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-029269
- JSON: https://secwatch.observer/filing/0000950170-23-029269.json
- Plain text: https://secwatch.observer/filing/0000950170-23-029269.txt

## Key facts
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm
- Shareholder Votes
  SHOE CARNIVAL INC shareholders approved Approval of the Restated Plan at the 2023-06-20 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm
- Shareholder Votes
  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.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm
- Shareholder Votes
  SHOE CARNIVAL INC shareholders approved Advisory vote on the compensation paid to the Company's named executive officers at the 2023-06-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-20
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/895447/000095017023029269/0000950170-23-029269-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.