Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUI TY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Period
Total Number
of Shares
Purchased
Average
Price Paid
per Share
Total Number
Of Shares
Purchased
as Part
of Publicly
Announced
Programs (1)
Approximate
Dollar Value
of Shares
that May Yet
Be Purchased
Under
Programs (1)
April 30, 2023 to May 27, 2023
0
$
0.00
0
$
50,000,000
May 28, 2023 to July 1, 2023
0
$
0.00
0
$
50,000,000
July 2, 2023 to July 29, 2023
0
$
0.00
0
$
50,000,000
0
0
(1) On December 14, 2022, our Board of Directors authorized the 2023 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2023 and expiring on December 31, 2023.
ITEM 5. OTH ER INFORMATION
During second quarter 2023, no members of our Board of Directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , amended or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement, as defined in the SEC’s rules.
ITEM 6. E XHIBITS
EXHIBIT INDEX
Incorporated by Reference To
Exhibit
No.
Description
Form
Exhibit
Filing Date
Filed
Herewith
3-A
Amended and Restated Articles of Incorporation of Registrant
8-K
3-A
06/27/2022
3-B
By-laws of Registrant, as amended to date
8-K
3.B
03/17/2023
10.1
Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan
8-K
10.1
06/22/2023
10.2
Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Non-Employee Directors)
X
10.3
Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Employee Directors)
X
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101
The following materials from Shoe Carnival, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2023, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Shareholders’ Equity, (4) Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements.
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
20
SHOE CARNIVAL, INC.
SIGNA TURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed, on its behalf by the undersigned thereunto duly authorized.
Date: September 1, 2023
SHOE CARNIVAL, INC.
(Registrant)
By: /s/ Erik D. Gast
Erik D. Gast
Executive Vice President,
Chief Financial Officer and Treasurer
(Duly Authorized Officer and Principal Financial Officer)
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.