8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 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): December 20, 2021 (December 16, 2021)

SHOE CARNIVAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (812) 867-4034

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):

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

On December 16, 2021, the Board of Directors of Shoe Carnival, Inc. (the "Company") authorized a new share repurchase program for up to $50 million of its outstanding common stock, effective January 1, 2022. The purchases under the new share repurchase program may be made in the open market or through privately negotiated transactions from time-to-time through December 31, 2022, and in accordance with applicable laws, rules and regulations.  Repurchases may also be made pursuant to a Rule 10b5-1 plan, which, if adopted by the Company, would permit shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods.  The share repurchase program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock.

The new share repurchase program will replace the existing $50 million share repurchase program that was authorized on December 15, 2020, which will expire in accordance with its terms on December 31, 2021.  Additional purchases may be made under the existing share repurchase program prior to its expiration.

The actual number and value of the shares to be purchased will depend on the performance of the Company's stock price and other market and economic factors, including impacts caused by the COVID-19 pandemic.

In addition, the Company's Board of Directors approved the payment of a quarterly cash dividend of $0.07 per share to be paid on January 24, 2022, to shareholders of record as of the close of business on January 10, 2022.

A copy of the press release announcing the new share repurchase program and the payment of the quarterly cash dividend is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

(d) Exhibits:

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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scvl-ex991_6.htm

EX-99.1

SHOE CARNIVAL ANNOUNCES NEW $50 MILLION SHARE REPURCHASE PROGRAM AND DECLARES QUARTERLY CASH DIVIDEND

Company to Pay Quarterly Cash Dividend of $0.07 Per Share

FOR IMMEDIATE RELEASE

Evansville, Indiana, December 20, 2021 – Shoe Carnival, Inc. (NASDAQ: SCVL) (the “Company”), a leading retailer of footwear and accessories for the family, today announced that its Board of Directors authorized a new share repurchase program for up to $50 million of its outstanding common stock, effective January 1, 2022.  In addition, its Board of Directors approved the payment of a quarterly cash dividend of $0.07 per share to be paid on January 24, 2022, to shareholders of record as of the close of business on January 10, 2022.

The new share repurchase program will replace an existing $50 million share repurchase program that was authorized on December 15, 2020, and will expire in accordance with its terms on December 31, 2021.  Additional purchases may be made under the existing share repurchase program prior to its expiration.

“We are very proud of our history of providing shareholder return through dividends and share repurchases.   With this final dividend for our fiscal year 2021, we will have returned over $230 million to shareholders during the last eight years.”  said Mark Worden, Shoe Carnival’s President and Chief Executive Officer. “As we look forward into the new year, we are steadfastly committed to increasing shareholder value as part of our journey toward becoming a multi-billion dollar retailer.”

The purchases under the new share repurchase program may be made in the open market or through privately negotiated transactions from time-to-time through December 31, 2022, and in accordance with applicable laws, rules and regulations.  Repurchases may also be made pursuant to a Rule 10b5-1 plan, which, if adopted by the Company, would permit shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods.  The share repurchase program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock.  The Company intends to fund the share repurchase program from cash on hand and any shares acquired will be available for stock-based compensation awards and other corporate purposes.

The actual number and value of the shares to be purchased will depend on the performance of the Company’s stock price and other market and economic factors, including impacts caused by the COVID-19 pandemic.

Future declarations of dividends are subject to approval of the Board of Directors and will depend on the Company's results of operations, financial condition, business conditions and other factors deemed relevant by the Board of Directors.

About Shoe Carnival

Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, offering a broad assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. As of December 20, 2021, the Company operates 398 stores in 35 states and Puerto Rico under its Shoe Carnival and Shoe Station banners and offers shopping at www.shoecarnival.com. Headquartered in Evansville, IN, Shoe Carnival trades on The Nasdaq Stock Market LLC under the symbol SCVL. Shoe Carnival's press releases and annual report are available on the Company's website at www.shoecarnival.com.

Contact Information

W. Kerry Jackson

Shoe Carnival Investor Relations

(812) 867-4034