Shoe Carnival (SCVL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, at the corporate headquarters in Fort Mill, SC, with shareholders able to vote online, by phone, mail, or in person.

• Four key proposals will be voted on: election of two directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and a corporate name change to Shoe Station Group, Inc.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal 1: Election of Diane E. Randolph and J. Wayne Weaver as directors for terms expiring in 2029.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Proposal 4: Amendment to articles of incorporation to change the company name to Shoe Station Group, Inc.

• Shareholder proposals for the 2027 annual meeting must be submitted by December 30, 2026, and comply with advance notice requirements.

Board of directors and corporate governance

• The Board consists of six members, with a majority being independent as defined by Nasdaq rules.

• Board leadership is currently separated between Chairman (J. Wayne Weaver) and Interim CEO (Clifton E. Sifford), with a search underway for a permanent CEO.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The Nominating Committee emphasizes diversity in skills, experience, gender, race/ethnicity, and age.

• Stock ownership guidelines apply to directors and executives to align interests with shareholders.