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SHOE CARNIVAL INC

For the period ended Jun 10, 2026. Filed Apr 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 29, 2026

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SHOE$14.54-4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant[X]
Filed by a Party other than the Registrant[]

Check the appropriate box:

[]Preliminary Proxy Statement
[]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[]Definitive Additional Materials
[]Soliciting Material Under §240.14a-12

SHOE CARNIVAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

[X]No fee required.
[]Fee paid previously with preliminary materials.
[]Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 29, 2026

Dear Shareholder:

On behalf of the Board of Directors and management, we wish to extend an invitation to you to attend our 2026 annual meeting of shareholders (the “Annual Meeting”) to be held on Wednesday, June 10, 2026 at the Shoe Carnival, Inc. corporate headquarters located at 1800 Innovation Point, Fort Mill, South Carolina. The Annual Meeting will begin at 11:00 a.m., Eastern Daylight Time (EDT).

You will find information regarding the business to be conducted at the Annual Meeting in the Notice of Annual Meeting of Shareholders and Proxy Statement, including information you should consider when you vote your shares. As allowed by the rules of the Securities and Exchange Commission, we are furnishing this Proxy Statement, our 2025 Annual Report to Shareholders and our other proxy materials to our shareholders primarily via the Internet. This electronic process gives you fast, convenient access to the materials, diminishes the impact on the environment and reduces our printing and mailing costs. A paper copy of these materials can be requested using one of the methods described in the materials.

At the Annual Meeting, in addition to the matters described in the Notice of Annual Meeting of Shareholders and the Proxy Statement, which includes Proposal 4 – the approval of an amendment to the Company’s articles of incorporation to change the Company’s name to Shoe Station Group, Inc., I will be providing a report on the financial position of the Company and opening the floor for questions from shareholders.

The members of the Board of Directors and management look forward to your attendance. However, whether or not you plan to attend personally, and regardless of the number of shares you own, representation of your shares is important. We encourage you to vote your shares via the Internet, by telephone, or, if you received a paper copy of the proxy materials, by signing, dating and returning your proxy card or voting instruction form as soon as possible to ensure your shares are voted regardless of whether you attend the Annual Meeting.

Thank you for your ongoing support of and continued interest in Shoe Carnival.

Sincerely,

Clifton E. Sifford

Vice Chairman of the Board

Interim President and Chief Executive Officer

SHOE CARNIVAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 2026

The annual meeting of shareholders of Shoe Carnival, Inc. (the “Company,” “we,” “us” and “our”) will be held at our corporate headquarters located at 1800 Innovation Point, Fort Mill, South Carolina, on Wednesday, June 10, 2026, at 11:00 a.m., EDT, for the following purposes:

(1) To elect two directors to serve until the 2029 annual meeting of shareholders and until their successors are elected and have qualified, as set forth in the accompanying proxy statement;

(2) To approve, in an advisory (non-binding) vote, the compensation paid to the Company’s named executive officers;

(3) To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for Fiscal 2026;

(4) To approve an amendment to the Company’s articles of incorporation to change the Company’s name to Shoe Station Group, Inc.; and

(5) To transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

All shareholders of record at the close of business on April 13, 2026 will be eligible to vote.

As allowed by the rules of the Securities and Exchange Commission, we are furnishing proxy materials to our shareholders primarily via the Internet. Accordingly, on or about April 29, 2026, we mailed a majority of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote via the Internet, and mailed a printed copy of this proxy statement, a proxy card and our 2025 annual report to shareholders to our other shareholders.

Whether or not you plan to attend the meeting, your vote is important, and we urge you to vote promptly as described below and in the accompanying materials.

You may vote your shares online via the Internet, orYou may vote your shares by telephone, or
You may vote your shares in person at the annual meeting, orIf you received a copy of the proxy materials by mail, you may vote by returning your proxy card in the self-addressed envelope provided.

If a bank, broker or nominee holds your shares, please review the voting options provided by them on your voting instruction form and act accordingly. For your vote to be counted, you will need to communicate your voting decisions to your bank, broker or nominee.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 10, 2026

The notice of annual meeting of shareholders, proxy statement, form of proxy card and 2025 annual report to shareholders are available atwww.envisionreports.com/SCVL.

By Order of the Board of Directors,

W. Kerry Jackson, Executive Vice PresidentChief Financial Officer and SecretaryApril 29, 2026

TABLE OF CONTENTS

Proxy Q & A2
Proposal No. 1 Election of Directors6
Nominee and Director Information6
Information Regarding the Board of Directors and Committees10
Annual Meeting of Shareholders and Board Meetings10
Board Leadership Structure10
Board Committees11
Board and Committee Role in Risk Oversight12
Social and Environmental Responsibility13
Culture and Human Capital Management13
Community and Nonprofit Support Initiatives15
Environmental Initiatives15
Proposal No. 2 Advisory Vote on the Compensation Paid to Our Executives16
Executive Compensation17
Compensation Discussion and Analysis17
Compensation Committee Report29
Compensation-Related Risk Assessment30
Summary Compensation Table31
Grants of Plan-Based Awards33
Outstanding Equity Awards at Fiscal Year End34
Option Exercises and Stock Vested35
Equity Compensation Plan Information35
Nonqualified Deferred Compensation and Retirement Plans36
Termination and Change in Control Arrangements37
Pay Versus Performance Compensation Table42
CEO Pay Ratio46
Director Compensation47
Non-Employee Directors47
Employee Directors48
Proposal No. 3 Ratification of Our Independent Registered Public Accounting Firm49
Audit Committee Matters49
Principal Accountant Fees and Services49
Audit Committee Pre-Approval Policy49
Report of the Audit Committee49
Proposal No. 4 Approval of an Amendment to Our Articles of Incorporation to Change Our Name to Shoe Station Group, Inc.51
Transactions with Related Persons52
Conflicts of Interest and Related Person Transaction Policies52
Principal Shareholders53
Shareholder Proposals for 2027 Annual Meeting54
Shareholder Communications54
Incorporation by Reference54

SHOE CARNIVAL, INC.

1800 Innovation Point

Fort Mill, South Carolina 29715

PROXY STATEMENT

Annual Meeting of Shareholders

June 10, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.