Shoe Carnival (SCVL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders can vote online, by phone, mail, or in person; a majority of shares is required for a quorum.

• The company emphasizes electronic delivery of proxy materials to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Three directors are up for election to serve until 2028.

• Advisory vote on executive compensation (say-on-pay) and ratification of Deloitte & Touche LLP as auditor for Fiscal 2025.

• Shareholder proposals for the 2026 meeting must be received by January 14, 2026, and comply with by-law requirements.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms.

• Board leadership is currently separated between Chairman and CEO roles to enhance independence.

• Majority of directors are independent per Nasdaq rules; committees include Audit, Compensation, and Nominating.

• The board seeks diversity in skills, experience, gender, and ethnicity as part of succession planning.