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 Principal Officers; Election
of Directors; Appointment of Principal Officers
Inc. (the “Company”) held on June 13, 2017, the Company’s
shareholders approved the Company’s 2017 Equity Incentive Plan
(the “2017 Plan”). The 2017 Plan was approved by the
Company’s Board of Directors (the “Board”) on March 22,
2017, subject to shareholder approval, and became effective
with such shareholder approval on June 13, 2017.
shares of the Company’s common stock. Any shares of common
stock subject to an award under the 2017 Plan, or to an award
granted under the Company’s 2000 Stock Option and Incentive
Plan, as amended (the “2000 Plan”) that was outstanding on
June 13, 2017, that expires, is cancelled or forfeited, or is
settled for cash will, to the extent of such expiration,
cancellation, forfeiture or cash settlement, automatically
become available for future awards under the 2017 Plan.
Following the shareholders’ approval of the 2017 Plan, no
further awards will be granted under the 2000 Plan.
consultants and advisors of the Company or a subsidiary of the
Company, as well as to the non-employee directors of the
Company. Awards under the 2017 Plan can be granted in the form
of stock options, stock appreciation rights, restricted stock,
stock units and other stock-based awards. The 2017 Plan will be
administered by the Compensation Committee of the Company’s
Board.
Company’s definitive proxy statement for the 2017 Annual
Meeting of Shareholders, filed with the Securities and Exchange
Commission on May 9, 2017 (the “2017 Proxy Statement”), which
description is incorporated herein by reference. The
descriptions of the 2017 Plan contained herein and incorporated
by reference from the 2017 Proxy Statement are qualified in
their entirety by reference to the full text of the 2017 Plan,
which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference and constitutes a part of this report.
Holders
June 13, 2017. The following is a summary of the matters voted
on at the meeting, as described in detail in the 2017 Proxy
Statement, and the voting results for each matter.
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1.
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The two nominees for director were elected to serve
three-year terms expiring at the 2020 annual meeting of shareholders and until their successors are elected and have qualified, as follows: |
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
|
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J. Wayne Weaver
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15,034,383
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535,387
|
191,207
|
718,657
|
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Jeffrey C. Gerstel
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15,546,598
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210,692
|
3,687
|
718,657
|
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2.
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By the following vote, the shareholders approved the
advisory (non-binding) vote on the compensation paid to the Company’s named executive officers: |
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For
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Against
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Abstain
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Broker Non-Votes
|
|
15,553,633
|
199,010
|
8,334
|
718,657
|
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3.
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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: |
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3 Years
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2 Years
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1 Year
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Abstain
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Broker Non-Votes
|
|
2,907,596
|
31,726
|
12,799,301
|
22,354
|
718,657
|
recommendation, the Board has determined that the Company
will hold an advisory vote on the compensation paid to the
Company’s named executive officers every year, until the
next advisory vote on frequency.
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4.
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By the following vote, the shareholders approved the
Shoe Carnival, Inc. 2017 Equity Incentive Plan: |
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For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
15,443,855
|
305,173
|
11,949
|
718,657
|
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5.
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The appointment of Deloitte Touche LLP as the
Company’s independent registered public accounting firm for fiscal 2017 was ratified by the following shareholder vote: |
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For
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Against
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Abstain
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Broker Non-Votes
|
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16,317,364
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158,813
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3,457
|
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Exhibit No.
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Exhibit
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10.1
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Shoe Carnival, Inc. 2017 Equity Incentive Plan
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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.
