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 OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2017, the Board of Directors of Shoe Carnival, Inc. (the "Company") approved an increase in the size of the Board of Directors from seven directors to eight directors. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Charles B. Tomm to serve as a member of the Board of Directors, effective September 12, 2017, with a term to expire at the Company's 2018 Annual Meeting of Shareholders and until his successor is elected and has qualified. Mr. Tomm has not been appointed to any of the committees of the Company's Board of Directors.
There are no arrangements or understandings between Mr.Tomm and any other persons to which he was appointed as a director of the Company. There are no transactions in which Mr.Tomm has an interest requiring disclosure under Item 404(a) of Regulation S-K. As a non-employee director, Mr.Tomm will participate in the non-employee director compensation arrangements described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 9, 2017. For fiscal year 2017, Mr. Tomm will receive a pro rata portion of the annual cash retainer paid to non-employee directors. On September 12, 2017, Mr. Tomm received an award of 948 shares of restricted stock under the Shoe Carnival, Inc. 2017 Equity Incentive Plan, which represented a pro rata portion of the annual shares of restricted stock granted to non-employee directors for 2017. The restrictions on the shares will lapse on January 2, 2018.
A copy of the Company's press release announcing Mr. Tomm's appointment to the Board of Directors is attached hereto as Exhibit99.1 and the information set forth therein is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits:
The following item is filed as an exhibit to this Current Report on Form 8-K:
Exhibit No. |
Exhibit |
99.1 |
Press Release of Registrant dated September 13, 2017 |