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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/21 Shoe Carnival Inc. 8-K:5,9 4/05/21 12:198K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-10.1 Material Contract HTML 15K 3: EX-10.2 Material Contract HTML 15K 8: R1 Document and Entity Information HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- scvl-8k_20210405_htm XML 14K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- scvl-20210405_lab XML 56K 6: EX-101.PRE XBRL Presentations -- scvl-20210405_pre XML 34K 4: EX-101.SCH XBRL Schema -- scvl-20210405 XSD 18K 11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 12: ZIP XBRL Zipped Folder -- 0001564590-21-018326-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2021 ( i April 5, 2021)
i SHOE CARNIVAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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i Indiana |
i 0-21360 |
i 35-1736614 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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i 7500 East Columbia Street i Evansville, i Indiana |
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i 47715 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: ( i 812) i 867-6471
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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i ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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i ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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i Common Stock, par value $0.01 per share |
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i SCVL |
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i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to the Employment and Noncompetition Agreements of Clifton E. Sifford and W. Kerry Jackson
On April 7, 2021 and April 5, 2021, Mr. Sifford and Mr. Jackson, respectively, and Shoe Carnival, Inc. (the “Company”) entered into an amendment (together, the “Amendments”) to each executive’s respective Amended and Restated Employment and Noncompetition Agreement, dated December 11, 2008 (together, the “Employment Agreements”). The Amendments amend and restate Section 5.7 of the Employment Agreements to eliminate the Company’s obligation to pay Mr. Sifford and Mr. Jackson a gross-up payment equal to the excise and other taxes they might otherwise owe pursuant to Section 4999 of the Internal Revenue Code upon a change in control, and instead provide that, in the event of an “excess parachute payment,” the aggregate payments and benefits otherwise constituting the parachute payment may be reduced in order to eliminate the impact of the excise tax under Section 4999 of the Internal Revenue Code if such reduction would result in a higher net payment to the executive.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, which are filed as Exhibit 10.1 for Mr. Sifford and as Exhibit 10.2 for Mr. Jackson hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No. |
Exhibits |
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10.1 |
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10.2 |
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104 |
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SHOE CARNIVAL, INC. |
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(Registrant) |
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Date: April 9, 2021 |
By: |
/s/ W. Kerry Jackson |
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Senior Executive Vice President |
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Chief Financial and Administrative Officer and Treasurer |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/9/21 | 4 | ||
| 4/7/21 | 4 | |||
| For Period end: | 4/5/21 | 4 | ||
| 12/11/08 | 10-Q, 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Shoe Carnival Inc. 10-K 2/03/24 81:9.5M Donnelley … Solutions/FA 3/24/23 Shoe Carnival Inc. 10-K 1/28/23 83:12M Donnelley … Solutions/FA 3/25/22 Shoe Carnival Inc. 10-K 1/29/22 83:11M Donnelley … Solutions/FA 6/04/21 Shoe Carnival Inc. 10-Q 5/01/21 50:5M ActiveDisclosure/FA |