SHOE CARNIVAL, INC. (NASDAQ:SCVL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors of Shoe Carnival, Inc. (the “Company”) established
the performance criteria and targets for the fiscal 2017 bonus
payable in fiscal 2018 under the Company’s 2016 Executive
Incentive Compensation Plan (the “Executive Incentive
Compensation Plan”). The performance criterion is operating
income, calculated in accordance with U.S. generally accepted
accounting principles (“Operating Income”). Subjective
factors based on an executive officer’s individual performance
can reduce an executive officer’s bonus. Performance below the
threshold level would result in no payout, performance at the
threshold level of performance would result in a payout at 15%
of the executive officer’s target bonus amount and performance
at the maximum level of performance would result in a payout at
200% of the executive officer’s target bonus amount, with
payout for performance between threshold and target and between
target and maximum Operating Income interpolated.
Company’s executive officers could earn based upon the
attainment of the various levels of Operating Income:
|
Percentage of Annual Salary
|
||||||
|
Name
|
Threshold
|
Target
|
Maximum
|
|||
|
Clifton E. Sifford
|
%
|
%
|
%
|
|||
|
W. Kerry Jackson
|
%
|
%
|
%
|
|||
|
Timothy T. Baker
|
%
|
%
|
%
|
|||
|
Carl N. Scibetta
|
%
|
%
|
%
|
and an executive officer, will not participate in the Executive
Incentive Compensation Plan in fiscal 2017.
service-based and performance-based restricted stock awards
under the 2000 Stock Option and Incentive Plan, as amended (the
“2000 Plan”), to the following executive officers:
|
Name
|
Target Number of Performance-Based Restricted Shares
Awarded |
Service-Based Restricted Shares Awarded
|
|
Clifton E. Sifford
|
24,068
|
8,022
|
|
W. Kerry Jackson
|
15,193
|
5,064
|
|
Timothy T. Baker
|
12,184
|
4,061
|
|
Carl N. Scibetta
|
12,184
|
4,061
|
the Company’s cumulative earnings per diluted share for fiscal
2017 and fiscal 2018. The Compensation Committee established a
range of goals at threshold, target and maximum levels for
which 50% to 150% of the target number of shares may be earned,
with payout for performance between threshold and target and
between target and maximum cumulative earnings per diluted
share interpolated. Performance below the threshold level would
result in forfeiture of all of the shares of performance-based
restricted stock. Two-thirds of any earned shares will vest on
March 31, 2019 and the remaining one-third will vest on March
31, 2020, provided that the executive officer maintains
continuous service with the Company through such dates.
officers vests in three equal annual installments commencing on
April 18, 2018, provided that the executive officer maintains
continuous service with the Company through such dates.
conditions of the 2000 Plan. The 2000 Plan was previously filed
as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by
the Company with the Securities and Exchange Commission on June
10, 2015. The service-based restricted stock will also be
subject to the terms and conditions of the Company’s 2017
award agreement for service-based restricted stock granted to
executive officers under the 2000 Plan (the “Service-Based
Restricted Stock Agreement”). The performance-based restricted
stock will also be subject to the terms and conditions of the
Company’s 2017 award agreement for restricted stock subject to
both performance-based and service-based conditions granted to
executive officers under the 2000 Plan (the “Performance-Based
Restricted Stock Agreement”). The foregoing descriptions of
the Service-Based Restricted Stock Agreement and the
Performance-Based Restricted Stock Agreement are intended only
as a summary and are qualified in their entirety by reference
to the forms of Service-Based Restricted Stock Agreement and
Performance-Based Restricted Stock Agreement, copies of which
are filed herewith as Exhibit 10.1 and Exhibit 10.2,
respectively, and are incorporated herein by reference.
Report on Form 8-K:
|
Exhibit No.
|
Exhibit
|
|
10.1
|
Form of 2017 Award Agreement for service-based restricted
stock granted to executive officers under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended |
|
10.2
|
Form of 2017 Award Agreement for restricted stock with
both performance-based and service-based restrictions granted to executive officers under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended |
About SHOE CARNIVAL, INC. (NASDAQ:SCVL)
Shoe Carnival, Inc. is a family footwear retailer. The Company’s primary activity is the sale of footwear and related products through its retail stores in approximately 30 states within the continental United States and in Puerto Rico. The Company’s products assortment includes dress and casual shoes, sandals, boots and an assortment of athletic footwear for men, women and children. Its stores also carry accessories, such as socks, belts, shoe care items, handbags, jewelry, scarves and wallets. It classifies athletic shoes by functionality, such as running, basketball or fitness shoes. Its average store carries approximately 27,100 pairs of shoes in over four general categories: women’s, men’s, children’s and athletics. The Company operates approximately 400 stores in over 30 states and Puerto Rico, and offers online shopping at www.shoecarnival.com. Its e-commerce site offers customers an opportunity to choose from a selection of products in all of the same categories of footwear. SHOE CARNIVAL, INC. (NASDAQ:SCVL) Recent Trading Information
SHOE CARNIVAL, INC. (NASDAQ:SCVL) closed its last trading session down -0.23 at 25.47 with 109,219 shares trading hands.
