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Item 9A. Controls and Procedures

2025-03-21 compared with 2024-03-22 · 33 added, 34 removed, 115 unchanged (37% of the section changed)

46 unchanged sentences

DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE

The information required by this Item concerning our Directors, nominees for Director, Code of Ethics, designation of the Audit Committee financial expert and identification of the Audit Committee, and concerning any disclosure of delinquent filers under Section 16(a) of the Exchange Act, is incorporated herein by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

Information concerning our executive officers is included under the caption “Information about our Executive Officers” at the end of PART 1, ITEM 1, “Business” of this Annual Report on Form 10-K.

This information is incorporated herein by reference.

EXECUTI VE COMPENSATION

The information required by this Item concerning remuneration of our officers and Directors and information concerning material transactions involving such officers and Directors and Compensation Committee interlocks, including the Compensation Committee Report and the Compensation Discussion and Analysis, is incorporated herein by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item concerning the stock ownership of management and five percent beneficial owners and securities authorized for issuance under equity compensation plans is incorporated herein by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item concerning certain relationships and related person transactions and the independence of our Directors is incorporated herein by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

PRINCIPAL ACCOU NTANT FEES AND SERVICES

The information required by this Item concerning principal accountant fees and services is incorporated herein by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees and by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards applicable to us.

A copy of this policy is filed as an exhibit to this Annual Report on Form 10-K.

The additional information required by this Item concerning our Directors, nominees for Director, Code of Ethics, insider trading policies and procedures, designation of the Audit Committee financial expert and identification of the Audit Committee, and concerning any disclosure of delinquent filers under Section 16(a) of the Exchange Act, is incorporated herein by reference to the sections titled “Proposal No.

1 - Election of Directors,” “Information Regarding the Board of Directors and Committees,” “Social and Environmental Responsibility” and “Principal Shareholders” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

EXECUTIVE COMPENSATION

The information required by this Item concerning remuneration of our officers and Directors and information concerning material transactions involving such officers and Directors and Compensation Committee interlocks, including the Compensation Committee Report and the Compensation Discussion and Analysis, is incorporated herein by reference to the sections titled “Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Committees” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item concerning the stock ownership of management and five percent beneficial owners and securities authorized for issuance under equity compensation plans is incorporated herein by reference to the sections titled “Executive Compensation - Equity Compensation Plan Information” and “Principal Shareholders” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item concerning certain relationships and related person transactions and the independence of our Directors is incorporated herein by reference to the sections titled “Transactions with Related Persons” and “Information Regarding the Board of Directors and Committees” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item concerning principal accountant fees and services is incorporated herein by reference to the sections titled “Proposal No.

3 - Ratification of Our Independent Registered Public Accounting Firm” and “Audit Committee Matters” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES

3 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at February 3, 2024 and January 28, 2023

Consolidated Statements of Income for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

Consolidated Statements of Shareholders’ Equity for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

Consolidated Statements of Cash Flows for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

Consolidated Balance Sheets at February 1, 2025 and February 3, 2024

Consolidated Statements of Income for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Shareholders’ Equity for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Cash Flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

Notes to Consolidated Financial Statements

14 unchanged sentences

Shoe Carnival, Inc.

Amended and Restated 2016 Executive Incentive Compensation Plan

Amended and Restated 2016 Executive Incentive Compensation Plan, as amended November 1, 2024

Shoe Carnival, Inc.

Amended and Restated 2017 Equity Incentive Plan

Form of Service-Based Restricted Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

Form of 2022 Restricted Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

Amended and Restated 2017 Equity Incentive Plan, as amended November 1, 2024

Form of 2022 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

Amended Form of 2022 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

Form of 2023 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

Form of 2024 Performance Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers)

Amended Form of 2024 Performance Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers)

Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Non-Employee Directors)

Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Employee Directors)

Letter Agreement, dated September 30, 2021, between Registrant and Clifton E.

Amended and Restated Employment and Noncompetition Agreement dated December 11, 2008, between Registrant and W.

Kerry Jackson

First Amendment to Amended and Restated Employment and Noncompetition Agreement dated April 5, 2021, between Registrant and W.

Kerry Jackson

Employment and Noncompetition Agreement dated December 4, 2012, between Registrant and Carl N.

Amended Form of Restricted Stock Unit Award Agreement under the Registrant's 2017 Equity Incentive Plan (Executive Officers)

Amended Form of Restricted Stock Unit Award Agreement under the Registrant's Amended and Restated 2017 Equity Incentive Plan (Executive Officers)

INDEX TO EXHIBITS - Continued

Employment and Noncompetition Agreement dated April 4, 2021, between Registrant and Marc A.

Amended and Restated Employment and Noncompetition Agreement dated October 1, 2021, between Registrant and Mark J.

Employment Agreement dated July 7, 2022, between Registrant and Patrick C.

Employment and Noncompetition Agreement dated March 14, 2023, between Registrant and Erik Gast

Letter Agreement, dated September 30, 2021, between Registrant and Clifton E.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Mark J.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Mark A.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Patrick C.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Carl N.

Form of Sign-On Restricted Stock Unit Award Agreement under the 2017 Equity Incentive Plan

Mutual Separation Agreement, dated September 21, 2023, by and between the Company and Erik Gast

Shoe Carnival, Inc.

Deferred Compensation Plan, as amended

Shoe Carnival, Inc.

Insider Trading Policy

A list of subsidiaries of Shoe Carnival, Inc.

8 unchanged sentences

Amended and Restated Incentive Compensation Recovery Policy

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

25 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.

What changed 10-K

Item 9A. Controls and Procedures