−Removed: UNREGISTERED SALES OF EQUI TY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: UNREGISTERED SALES OF EQUI TY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
−Removed: July 30, 2023 to August 26, 2023
−Removed: August 27, 2023 to September 30, 2023
−Removed: October 1, 2023 to October 28, 2023
+Added: Purchased (1)
+Added: February 4, 2024 to March 2, 2024
+Added: March 3, 2024 to April 6, 2024
+Added: April 7, 2024 to May 4, 2024
+Added: (1) 19,127 shares were withheld by us in connection with employee payroll tax withholding upon the vesting of stock-based compensation awards that were settled in shares.
(2) On December 14, 2023, our Board of Directors authorized the 2024 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2024 and expiring on December 31, 2024.
OTH ER INFORMATION
−Removed: During third 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.
+Added: During first quarter 2024, 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.
EXHIBIT INDEX
2 unchanged sentences
By-laws of Registrant, as amended to date
−Removed: Mutual Separation Agreement, dated September 21, 2023, by and between the Company and Erik Gast
+Added: Form of Restricted Stock Unit Award Agreement under the Shoe Carnival, Inc.
+Added: Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
+Added: Form of Performance Stock Unit Award Agreement under the Shoe Carnival, Inc.
+Added: Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
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
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: The following materials from Shoe Carnival, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 28, 2023, formatted in Inline XBRL (Inline Extensible Business Reporting Language):
−Removed: (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Shareholders’
−Removed: Equity, (4) Condensed Consolidated Statements of Cash Flows, (5) Notes to Condensed Consolidated Financial Statements, and (6) the information under Part II, Item 5, "Other Information."
+Added: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
1 unchanged sentence
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.
−Removed: December 1, 2023
SHOE CARNIVAL, INC.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.