Sector: Consumer Discretionary
SHOE CARNIVAL INC · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Randolph has served since 2021 (under 5 years), the 3-year TSR underperformance vs. the company-disclosed peer group is only -13.0 percentage points — well below the 20-point trigger threshold for negative absolute TSR — no overboarding, attendance, independence, or other flags apply.
Mr. Weaver has served since 1988 and while the 3-year TSR gap vs. the company-disclosed peer median is -13.0 percentage points, this falls below the 20-point trigger threshold required for a negative absolute TSR company, so no TSR-based vote trigger fires; no overboarding, attendance, or independence concerns are identified.
Both nominees clear all policy screens: the 3-year peer-group TSR underperformance gap of -13.0pp is below the 20pp trigger threshold applicable to companies with negative absolute 3-year TSR, attendance is confirmed at 75%+, neither director is overboarded, and both bring relevant retail and governance experience.
CEO
Mark J. Worden
Total Comp
$4,058,347
Prior Support
91%%
CEO total compensation of $4,058,347 is within a reasonable range for a CEO of a ~$500M market cap specialty retailer, and the prior say-on-pay vote received 91% support — well above the 70% threshold that would require visible corrective action. The pay program has meaningful structure: equity awards are weighted approximately 60% toward performance stock awards tied to EPS targets, cash incentives are tied to operating income with threshold/target/maximum payout levels, and the company has a robust clawback policy covering both financial restatements and intentional misconduct. While the 3-year stock price has declined, the company-disclosed peer group TSR underperformance of -13.0pp does not exceed the 20pp trigger, and the incentive payouts were appropriately reduced below target (66.3% of target performance stock awards earned, 80.1% of target cash bonus) reflecting actual below-target financial results — a sign the pay-for-performance alignment is functioning as intended.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide an auditor fee table with sufficient detail to calculate the non-audit fee ratio, and auditor tenure is not explicitly disclosed in the extracted text; per policy, the tenure trigger requires confirmed data to fire and the fee trigger requires confirmed fee data, so neither trigger applies and the default FOR vote stands. Deloitte is a Big 4 firm appropriate for a company of this size. The absence of tenure disclosure is noted as a minor negative factor but does not change the vote determination.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed charter amendment to change the company name from Shoe Carnival, Inc. to Shoe Station Group, Inc., reflecting the company's strategic decision to expand and rebrand a significant portion of its store fleet under the Shoe Station banner. The amendment does not alter shareholder rights, voting thresholds, or governance structures — it is purely a name change to align the corporate identity with the company's disclosed business strategy. No anti-shareholder governance concerns are present in this amendment, so supporting it is straightforward.
The 2026 Shoe Carnival annual meeting presents four proposals: two director elections, an advisory say-on-pay vote, auditor ratification, and a name-change charter amendment. All four proposals receive a FOR vote determination — the director TSR underperformance gap falls below the policy trigger threshold, the CEO pay program has appropriate performance linkage with above-threshold shareholder approval history, and the name-change amendment is a routine governance action with no adverse shareholder rights implications.
14 companies disclosed in 2026 proxy filing
