1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: Purchased (1)
−Removed: February 4, 2024 to March 2, 2024
−Removed: March 3, 2024 to April 6, 2024
−Removed: April 7, 2024 to May 4, 2024
−Removed: (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.
+Added: May 5, 2024 to June 1, 2024
+Added: June 2, 2024 to July 6, 2024
+Added: July 7, 2024 to August 3, 2024
(1) 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 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.
+Added: During second 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: Form of Restricted Stock Unit Award Agreement under the Shoe Carnival, Inc.
−Removed: Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
−Removed: Form of Performance Stock Unit Award Agreement under the Shoe Carnival, Inc.
−Removed: Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
+Added: Updated Form of 2022 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)
+Added: Updated Form of 2024 Performance Stock Unit Award Agreement under the Registrant’s 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
9 unchanged sentences
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.
+Added: September 6, 2024
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.