Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2021, the Board of Directors of Shoe Carnival, Inc. (the
"Company") approved an increase in the size of the Board of Directors from six
directors to seven directors. Upon the recommendation of the Nominating and
Corporate Governance Committee, on September 10, 2021, the Board of Directors
also appointed Diane Randolph to serve as a member of the Board of Directors,
effective on September 16, 2021, with a term to expire at the Company's 2023
Annual Meeting of Shareholders and until her successor is elected and has
qualified. Ms. Randolph has not been appointed to any of the committees of the
Company's Board of Directors.
There are no arrangements or understandings between Ms. Randolph and any other
persons pursuant to which she was appointed as a director of the Company. There
are no transactions in which Ms. Randolph has a material direct or indirect
interest requiring disclosure under Item 404(a) of Regulation S-K of the
Securities Exchange Act of 1934, as amended. As a non-employee director,
Ms. Randolph 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 April 30, 2021. For calendar year
2021, Ms. Randolph will receive a pro rata portion of the annual cash retainer
paid to non-employee directors. On September 16, 2021, Ms. Randolph received an
award of 540 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 2021 (as adjusted for
the 2-for-1 stock split completed on July 19, 2021). The restrictions on the
shares will lapse on January 2, 2022.
A copy of the Company's press release announcing Ms. Randolph's appointment to
the Board of Directors is attached hereto as Exhibit 99.1 and the information
set forth therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.Exhibits
99.1 Press Release of Registrant dated September 16, 2021
104Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL)
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