Item 8.01 Other Events.

On December 16, 2021, the Board of Directors of Shoe Carnival, Inc. (the "Company") authorized a new share repurchase program for up to $50 million of its outstanding common stock, effective January 1, 2022. The purchases under the new share repurchase program may be made in the open market or through privately negotiated transactions from time-to-time through December 31, 2022, and in accordance with applicable laws, rules and regulations. Repurchases may also be made pursuant to a Rule 10b5-1 plan, which, if adopted by the Company, would permit shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods. The share repurchase program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock.

The new share repurchase program will replace the existing $50 million share repurchase program that was authorized on December 15, 2020, which will expire in accordance with its terms on December 31, 2021. Additional purchases may be made under the existing share repurchase program prior to its expiration.

The actual number and value of the shares to be purchased will depend on the performance of the Company's stock price and other market and economic factors, including impacts caused by the COVID-19 pandemic.

In addition, the Company's Board of Directors approved the payment of a quarterly cash dividend of $0.07 per share to be paid on January 24, 2022, to shareholders of record as of the close of business on January 10, 2022.

A copy of the press release announcing the new share repurchase program and the payment of the quarterly cash dividend 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 the Company Dated December 20, 2021

104         Cover Page Interactive Data File, formatted in Inline Extensible
            Business Reporting Language (iXBRL).





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