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SHOE CARNIVAL INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and SHOE CARNIVAL INC.’s Form 8-K, filed June 27, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

4Ballot items
219Asset managers
1,192Fund votes
June 25, 2024Meeting date

Results at a glance

Meeting of June 25, 2024: 4 items on SHOE CARNIVAL INC.’s Form 8-K, filed June 27, 2024: 2 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore SHOE CARNIVAL INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by SHOE CARNIVAL INC.

These tallies are SHOE CARNIVAL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 27, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

SHOE CARNIVAL INC. — official shareholder meeting results, meeting held June 25, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Charles B. Tomm	24,000,686	1,177,190	24,804	--	909,316	95%	Elected	—
Elect Director: Mark J. Worden	24,449,094	728,652	24,934	--	909,316	97%	Elected	—
2. The advisory (non-binding) vote on the compensation paid to the Company's named executive officers	24,807,530	374,976	20,174	--	909,316	99%	Approved	—
3. Appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2024	25,818,579	288,588	4,829	--	0	99%	Approved	—

Source: SHOE CARNIVAL INC., Form 8-K, filed with the SEC on June 27, 2024 — read the filing on EDGAR.

How asset managers voted at the SHOE CARNIVAL INC. 2023-2024 meeting

Each item below shows how the 219 asset managers that disclosed a SHOE CARNIVAL INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Charles B. Tomm

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 24,000,686AGAINST: 1,177,190

Details: description as filed, official tally, votes by 82 asset managers

Description as filed by funds: Election of Directors: Charles B. Tomm

SHOE CARNIVAL INC.’s own tally for this item (“Elect Director: Charles B. Tomm”): 24,000,686 for, 1,177,190 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for director were elected to serve three-year terms expiring at the 2027 annual meeting of shareholders and until their successors are elected and have qualified, as follows:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 8,377,861 for, 363,961 against, 1,068 unknown.

FOR

FOR: 8,377,861AGAINST: 363,961UNKNOWN: 1,068

Largest asset managers voting on “Election of Directors: Charles B. Tomm” at SHOE CARNIVAL INC., 2023-2024
Asset manager	For	Against	Vote
BlackRock	1,970,753	0	For
Vanguard	1,329,239	0	For
Dimensional	1,025,801	0	For
Royce	599,366	0	For
Fidelity	374,308	0	For
Charles Schwab	339,989	0	For
State Street	335,167	189	For
American Century	333,085	0	For
FIRST EAGLE FUNDS	332,401	0	For
NORTHERN LIGHTS FUND TRUST II	234,817	0	For
Invesco	161,437	0	For
Allspring	156,869	0	For
Northern Trust	0	132,144	Against
WisdomTree	130,184	0	For
EA Series Trust	116,278	0	For
BRIDGEWAY FUNDS INC	0	104,500	Against
Goldman Sachs	103,193	0	For
Keeley Funds, Inc.	100,931	0	For
WASATCH FUNDS TRUST	96,000	0	For
TIAA	75,437	0	For
AMERICAN BEACON FUNDS	65,300	0	For
Equitable	30,545	21,110	Mixed
Columbia Threadneedle	48,338	0	For
Jackson National	47,261	0	For
ADVISORS' INNER CIRCLE FUND	45,300	0	For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

2. Elect Director: Mark J. Worden

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 24,449,094AGAINST: 728,652

Details: description as filed, official tally, votes by 82 asset managers

Description as filed by funds: Election of Directors: Mark J. Worden

SHOE CARNIVAL INC.’s own tally for this item (“Elect Director: Mark J. Worden”): 24,449,094 for, 728,652 against, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The nominees for director were elected to serve three-year terms expiring at the 2027 annual meeting of shareholders and until their successors are elected and have qualified, as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 8,532,472 for, 209,350 against, 1,068 unknown.

FOR

FOR: 8,532,472AGAINST: 209,350UNKNOWN: 1,068

Largest asset managers voting on “Election of Directors: Mark J. Worden” at SHOE CARNIVAL INC., 2023-2024
Asset manager	For	Against	Vote
BlackRock	1,970,753	0	For
Vanguard	1,329,239	0	For
Dimensional	1,025,801	0	For
Royce	599,366	0	For
Fidelity	374,308	0	For
Charles Schwab	339,989	0	For
State Street	335,139	217	For
American Century	333,085	0	For
FIRST EAGLE FUNDS	332,401	0	For
NORTHERN LIGHTS FUND TRUST II	234,817	0	For
Invesco	161,437	0	For
Allspring	156,869	0	For
Northern Trust	132,144	0	For
WisdomTree	130,184	0	For
EA Series Trust	116,278	0	For
BRIDGEWAY FUNDS INC	0	104,500	Against
Goldman Sachs	103,193	0	For
Keeley Funds, Inc.	100,931	0	For
WASATCH FUNDS TRUST	96,000	0	For
TIAA	75,437	0	For
AMERICAN BEACON FUNDS	65,300	0	For
Equitable	51,655	0	For
Columbia Threadneedle	48,338	0	For
Jackson National	47,261	0	For
ADVISORS' INNER CIRCLE FUND	45,300	0	For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

3. 2. The advisory (non-binding) vote on the compensation paid to the Company's named executive officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%

FOR: 24,807,530AGAINST: 374,976

Details: description as filed, official tally, votes by 219 asset managers

Description as filed by funds: To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named executive officers.

SHOE CARNIVAL INC.’s own tally for this item (“2. The advisory (non-binding) vote on the compensation paid to the Company's named executive officers”): 24,807,530 for, 374,976 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 82 asset managers voting on “To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named executive officer” at SHOE CARNIVAL INC., 2023-2024
Asset manager	For	Against	Vote
BlackRock	1,970,753	0	For
Vanguard	1,329,239	0	For
Dimensional	1,025,801	0	For
Royce	599,366	0	For
Fidelity	374,308	0	For
Charles Schwab	339,989	0	For
State Street	335,328	28	For
American Century	333,085	0	For
FIRST EAGLE FUNDS	332,401	0	For
NORTHERN LIGHTS FUND TRUST II	234,817	0	For
Invesco	161,437	0	For
Allspring	156,869	0	For
Northern Trust	132,144	0	For
WisdomTree	130,184	0	For
EA Series Trust	116,278	0	For
BRIDGEWAY FUNDS INC	104,500	0	For
Goldman Sachs	103,193	0	For
Keeley Funds, Inc.	100,931	0	For
WASATCH FUNDS TRUST	96,000	0	For
TIAA	75,437	0	For
AMERICAN BEACON FUNDS	65,300	0	For
Equitable	51,655	0	For
Columbia Threadneedle	48,338	0	For
Jackson National	47,261	0	For
ADVISORS' INNER CIRCLE FUND	45,300	0	For

Fund voting reports, all 82 managers: 8,732,605 for, 16,822 against, 1,068 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 158 asset managers voting on “To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named executive officer” at SHOE CARNIVAL INC., 2023-2024
Asset manager	For	Against	Vote
Copeland Capital Management, LLC	998,484	0	For
State Street	627,971	4,790	For
NEW SOUTH CAPITAL MANAGEMENT INC	473,887	0	For
GEODE CAPITAL MANAGEMENT, LLC	366,752	0	For
Northern Trust	363,641	500	For
First Eagle Investment Management, LLC	362,244	0	For
Charles Schwab	353,468	0	For
BlackRock	350,117	0	For
American Century	334,712	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	227,005	0	For
AMERIPRISE FINANCIAL INC	219,385	0	For
ENVESTNET ASSET MANAGEMENT INC	205,872	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	192,063	0	For
Allspring	189,750	0	For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO	177,161	0	For
CRAWFORD INVESTMENT COUNSEL INC	176,811	0	For
WASATCH ADVISORS LP	170,019	0	For
Invesco	166,887	0	For
Meros Investment Management, LP	154,365	0	For
LSV ASSET MANAGEMENT	133,601	5,600	For
Dimensional	133,056	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	104,500	0	For
MELLON INVESTMENTS Corp	100,220	0	For
PRINCIPAL GLOBAL INVESTORS	99,923	0	For
Soviero Asset Management, LP	92,000	0	For

Institutional-manager reports, all 158 managers: 7,815,294 for, 194,309 against, 4,091 abstained. Showing the 25 largest; see all in the interactive database.

4. 3. Appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2024

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%

FOR: 25,818,579AGAINST: 288,588

Details: description as filed, official tally, votes by 83 asset managers

Description as filed by funds: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for fiscal 2024.

SHOE CARNIVAL INC.’s own tally for this item (“3. Appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2024”): 25,818,579 for, 288,588 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2024 was ratified by the following shareholder vote:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 8,623,206 for, 124,246 against, 1,068 unknown.

FOR

FOR: 8,623,206AGAINST: 124,246UNKNOWN: 1,068

Largest asset managers voting on “To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for th” at SHOE CARNIVAL INC., 2023-2024
Asset manager	For	Against	Vote
BlackRock	1,970,753	0	For
Vanguard	1,329,239	0	For
Dimensional	1,025,801	0	For
Royce	599,366	0	For
Fidelity	374,308	0	For
Charles Schwab	339,989	0	For
State Street	335,328	28	For
American Century	333,085	0	For
FIRST EAGLE FUNDS	332,401	0	For
NORTHERN LIGHTS FUND TRUST II	234,817	0	For
Invesco	161,437	0	For
Allspring	156,869	0	For
Northern Trust	132,144	0	For
WisdomTree	130,184	0	For
EA Series Trust	0	116,278	Against
BRIDGEWAY FUNDS INC	104,500	0	For
Goldman Sachs	103,193	0	For
Keeley Funds, Inc.	100,931	0	For
WASATCH FUNDS TRUST	96,000	0	For
TIAA	75,437	0	For
AMERICAN BEACON FUNDS	65,300	0	For
Equitable	51,655	0	For
Columbia Threadneedle	48,338	0	For
Jackson National	47,261	0	For
ADVISORS' INNER CIRCLE FUND	45,300	0	For

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Largest SHOE CARNIVAL INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 27,158,322 shares outstanding at the time of that meeting.

Fund voting reports: top SHOE CARNIVAL INC. shareholders by shares voted on “To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named…”, 2023-2024
#	Asset manager	% of shares outstanding
1	BlackRock	7.26%
2	Vanguard	4.89%
3	Dimensional	3.78%
4	Royce	2.21%
5	Fidelity	1.38%
6	Charles Schwab	1.25%
7	State Street	1.23%
8	American Century	1.23%
9	FIRST EAGLE FUNDS	1.22%
10	NORTHERN LIGHTS FUND TRUST II	0.87%

Institutional-manager reports: top SHOE CARNIVAL INC. shareholders by shares voted on “To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Copeland Capital Management, LLC	3.68%
2	State Street	2.33%
3	NEW SOUTH CAPITAL MANAGEMENT INC	1.74%
4	GEODE CAPITAL MANAGEMENT, LLC	1.35%
5	Northern Trust	1.34%
6	First Eagle Investment Management, LLC	1.33%
7	Charles Schwab	1.30%
8	BlackRock	1.29%
9	American Century	1.23%
10	ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	0.84%

Reported SHOE CARNIVAL INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

SHOE CARNIVAL INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	10.59%	13F
Dimensional Fund Advisors	7.89%	13F
Vanguard Group	5.11%	13F
State Street	2.85%	13F
Goldman Sachs	2.00%	13F
Northern Trust	1.84%	13F
Morgan Stanley	1.68%	13F
Geode Capital	1.54%	13F
Invesco	1.45%	13F
Charles Schwab	1.29%	13F

Percentages above are of 27,158,322 shares outstanding, as reported by SHOE CARNIVAL INC. on its Form 10-Q dated June 3, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from SHOE CARNIVAL INC.’s 10-Q dated June 3, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At SHOE CARNIVAL INC.'s shareholder meeting held June 25, 2024, in the 2023-2024 proxy season, 219 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 1,192 separate fund positions. On the most widely held item on that ballot — To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named… — SHOE CARNIVAL INC.'s filing reports the proposal as approved, with 99% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: SHOE CARNIVAL INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 27, 2024.

SHOE CARNIVAL INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.