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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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, or | You may vote your shares by telephone, or |
| You may vote your shares in person at the annual meeting, or | If 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 & A | 2 |
|---|---|
| Proposal No. 1 Election of Directors | 6 |
| Nominee and Director Information | 6 |
| Information Regarding the Board of Directors and Committees | 10 |
| Annual Meeting of Shareholders and Board Meetings | 10 |
| Board Leadership Structure | 10 |
| Board Committees | 11 |
| Board and Committee Role in Risk Oversight | 12 |
| Social and Environmental Responsibility | 13 |
| Culture and Human Capital Management | 13 |
| Community and Nonprofit Support Initiatives | 15 |
| Environmental Initiatives | 15 |
| Proposal No. 2 Advisory Vote on the Compensation Paid to Our Executives | 16 |
| Executive Compensation | 17 |
| Compensation Discussion and Analysis | 17 |
| Compensation Committee Report | 29 |
| Compensation-Related Risk Assessment | 30 |
| Summary Compensation Table | 31 |
| Grants of Plan-Based Awards | 33 |
| Outstanding Equity Awards at Fiscal Year End | 34 |
| Option Exercises and Stock Vested | 35 |
| Equity Compensation Plan Information | 35 |
| Nonqualified Deferred Compensation and Retirement Plans | 36 |
| Termination and Change in Control Arrangements | 37 |
| Pay Versus Performance Compensation Table | 42 |
| CEO Pay Ratio | 46 |
| Director Compensation | 47 |
| Non-Employee Directors | 47 |
| Employee Directors | 48 |
| Proposal No. 3 Ratification of Our Independent Registered Public Accounting Firm | 49 |
| Audit Committee Matters | 49 |
| Principal Accountant Fees and Services | 49 |
| Audit Committee Pre-Approval Policy | 49 |
| Report of the Audit Committee | 49 |
| 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 Persons | 52 |
| Conflicts of Interest and Related Person Transaction Policies | 52 |
| Principal Shareholders | 53 |
| Shareholder Proposals for 2027 Annual Meeting | 54 |
| Shareholder Communications | 54 |
| Incorporation by Reference | 54 |
SHOE CARNIVAL, INC.
1800 Innovation Point
Fort Mill, South Carolina 29715
PROXY STATEMENT
Annual Meeting of Shareholders
June 10, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.