What changed in this filing

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Item 9A. Controls and Procedures

2021-03-26 compared with 2020-03-31 · 33 added, 33 removed, 118 unchanged (36% of the section changed)

8 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 1, 2020.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 30, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on its assessment, management believes that the Company’s internal control over financial reporting was effective as of February 1, 2020.

The Company’s internal control over financial reporting as of February 1, 2020 has been audited by its independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report, which is included herein.

Conclusion Regarding the Effectiveness of Disclosure Cont rols and Procedures and Changes in Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of February 1, 2020, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no significant change in our internal control over financial reporting that occurred during the quarter ended February 1, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on its assessment, management believes that the Company’s internal control over financial reporting was effective as of January 30, 2021.

The Company’s internal control over financial reporting as of January 30, 2021 has been audited by its independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report, which is included herein.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of January 30, 2021, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no significant change in our internal control over financial reporting that occurred during the quarter ended January 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of Shoe Carnival, Inc.

and subsidiaries (the “Company”) as of February 1, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2020, of the Company and our report dated March 31, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding a change in accounting for leases.

and subsidiaries (the “Company”) as of January 30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 30, 2021 , of the Company and our report dated March 26, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

22 unchanged sentences

BUSINESS of this Annual Report on Form 10-K.

Such information is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller.

The Code is posted on our website at www.shoecarnival.com.

We intend to disclose any amendments to the Code by posting such amendments on our website.

In addition, any waivers of the Code for our Directors or executive officers will be disclosed in a Current Report on Form 8-K.

This information is incorporated herein by reference.

EXECUTIVE COMPENSATION

11 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at February 1, 2020 and February 2, 2019

Consolidated Statements of Income for the years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Statements of Shareholders’ Equity for the years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Statements of Cash Flows for the years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Balance Sheets at January 30, 2021 and February 1, 2020

Consolidated Statements of Income for the years ended January 30, 2021, February 1, 2020, and February 2, 2019

Consolidated Statements of Shareholders’ Equity for the years ended January 30, 2021, February 1, 2020, and February 2, 2019

Consolidated Statements of Cash Flows for the years ended January 30, 2021, February 1, 2020, and February 2, 2019

Notes to Consolidated Financial Statements

Financial Statement Schedule:

The following financial statement schedule of Shoe Carnival, Inc.

is set forth in PART II, ITEM 8 of this Annual Report on Form 10-K.

Schedule II Valuation and Qualifying Accounts

INDEX TO EXHIBITS

5 unchanged sentences

Second Amendment to Credit Agreement dated as of March 27, 2017, by and among Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent

Third Amendment to Credit Agreement, dated as of April 16, 2020, by and among the Company, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent

Security Agreement, dated as of April 16, 2020, by and among the Company, SCHC, Inc.

and SCLC, Inc., as Grantors, and Wells Fargo Bank, N.A., as administrative agent

Fourth Amendment to Credit Agreement, dated as of July 20, 2020, by and among the Registrant, the financial institutions from time to time party thereto as Banks, and Wells Fargo Bank, N.A., as successor-by-merger to Wachovia Bank, National Association, as Agent

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934

Lease, dated as of February 8, 2006, by and between Registrant and Big-Shoe Properties, LLC

Lease, dated as of June 22, 2006, by and between Registrant and Outback Holdings, LLC

First Amendment to Lease, dated as of June 16, 2015, by and between Registrant and Big-Shoe Properties, LLC

Second Amendment to Lease, dated as of April 25, 2019, by and between Registrant and Big-Shoe Properties, LLC

Summary Compensation Sheet

2 unchanged sentences

Employee Stock Purchase Plan of Registrant, as amended

2016 Executive Incentive Compensation Plan

Shoe Carnival, Inc.

Amended and Restated 2016 Executive Incentive Compensation Plan

2000 Stock Option and Incentive Plan of Registrant, as amended

Form of Award Agreement for restricted stock granted under the Registrant’s 2000 Stock Option and Incentive Plan

Form of Award Agreement for time-based restricted stock with cliff vesting granted under the Registrant’s 2000 Stock Option and Incentive Plan

Form of Award Agreement for performance-based restricted stock with deferred cash dividends granted under the Registrant’s 2000 Stock Option and Incentive Plan

Form of Award Agreement for time-based restricted stock granted to executive officers under the Registrant’s 2000 Stock Option and Incentive Plan

Form of Award Agreement for restricted stock with both performance-based and time-based restrictions granted under the Registrant’s 2000 Stock Option and Incentive Plan

2 unchanged sentences

2017 Equity Incentive Plan of Registrant

Form of Restricted Stock Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Non-employee Directors)

INDEX TO EXHIBITS - Continued

Incorporated by Reference To

Form of Restricted Stock Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Non-employee Directors)

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

1 unchanged sentence

Form of 2019 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers) as amended on July 17, 2019

Form of 2021 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers)

Amended and Restated Employment and Noncompetition Agreement dated December 11, 2008, between Registrant and Timothy Baker

Severance and Release Agreement dated March 18, 2021, between Registrant and Timothy Baker

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

13 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following materials from Shoe Carnival, Inc.’s Annual Report on Form 10-K for the year ended February 1, 2020, formatted in XBRL (Extensible Business Reporting Language):

The following materials from Shoe Carnival, Inc.’s Annual Report on Form 10-K for the year ended January 30, 2021, formatted in Inline XBRL (Inline Extensible Business Reporting Language):

(1) Consolidated Balance Sheets, (2) Consolidated Statements of Income, (3) Consolidated Statement of Shareholders’ Equity, (4) Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements.

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

The indicated exhibit is a management contract, compensatory plan or arrangement required to be filed by Item 601 of Regulation S-K.

INDEX TO EXHIBITS - Continued

FORM 10-K SUMMARY

12 unchanged sentences

March 26, 2021

/s/ Jeffrey C.

March 31, 2020

/s/ Andrea R.

9 unchanged sentences

Kerry Jackson

and Administrative Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

and Administrative Officer and Treasurer (Principal Financial Officer)

/s/ Patrick C.

Vice President, Chief Accounting Officer,

March 26, 2021

Corporate Controller and Assistant Secretary (Principal Accounting Officer)

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