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 (1)
Average
Price Paid
per Share
Total Number
Of Shares
Purchased
as Part
of Publicly
Announced
Programs (2)
Approximate
Dollar Value
of Shares
that May Yet
Be Purchased
Under
Programs (2)
February 4, 2024 to March 2, 2024
1,231
$
26.28
0
$
50,000,000
March 3, 2024 to April 6, 2024
17,896
$
36.64
0
$
50,000,000
April 7, 2024 to May 4, 2024
0
$
0.00
0
$
50,000,000
19,127
0
(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.
ITEM 5. OTH ER INFORMATION
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.
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
Form of Restricted Stock Unit Award Agreement under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
8-K
10.1
03/18/2024
10.2
Form of Performance Stock Unit Award Agreement under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
8-K
10.2
03/18/2024
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.INS
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
X
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
X
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
21
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: June 7, 2024
SHOE CARNIVAL, INC.
(Registrant)
By: /s/ Patrick C. Edwards
Patrick C. Edwards
Senior Vice President,
Chief Financial Officer, Treasurer and Secretary
(Duly Authorized Officer and Principal Financial and Accounting Officer)
22
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.