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Compiled from SEC Form N-PX filings and SHOE CARNIVAL, INC.’s Form 8-K, filed June 27, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 25, 2025: 5 items on SHOE CARNIVAL, INC.’s Form 8-K, filed June 27, 2025: 3 elected · 2 approved.
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
Explore SHOE CARNIVAL, INC. in the interactive database Compare manager voting policies
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, 2025 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: James A. Aschleman | 23,770,915 | 590,903 | 5,780 | -- | 1,533,030 | 98% | Elected | — |
| Elect Director: Andrea R. Guthrie | 22,369,401 | 1,992,417 | 5,780 | -- | 1,533,030 | 92% | Elected | — |
| Elect Director: Clifton E. Sifford | 23,745,741 | 616,075 | 5,782 | -- | 1,533,030 | 97% | Elected | — |
| 2. The advisory (non-binding) vote on the compensation paid to the Company's named executive officers | 22,109,746 | 2,238,213 | 19,639 | -- | 1,533,030 | 91% | Approved | — |
| 3. Appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2025 | 25,562,397 | 331,346 | 6,885 | -- | 0 | 99% | Approved | — |
Source: SHOE CARNIVAL, INC., Form 8-K, filed with the SEC on June 27, 2025 — read the filing on EDGAR.
Each item below shows how the 241 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.
Combines 3 wordings of this item as funds reported it.
92% Majority: yes · of votes cast
Description as filed by funds: Elect of Directors: Andrea R. Guthrie
SHOE CARNIVAL, INC.’s own tally for this item (“Elect Director: Andrea R. Guthrie”): 22,369,401 for, 1,992,417 against, per its Form 8-K filed June 27, 2025 (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 2028 annual meeting of shareholders and until their successors are elected and have qualified, as follows:”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 80 asset managers below reported 6,884,991 for, 289,710 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,968,269 | 0 | 0 | 0 | For |
| Vanguard | 1,355,782 | 1,287 | 0 | 0 | For |
| American Century | 545,099 | 0 | 0 | 0 | For |
| Fidelity | 417,498 | 0 | 0 | 0 | For |
| Royce | 415,565 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 290,741 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 202,078 | 0 | 0 | 0 | For |
| Charles Schwab | 200,251 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 142,466 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 137,486 | 0 | 0 | Against |
| UNIFIED SERIES TRUST | 132,624 | 0 | 0 | 0 | For |
| Northern Trust | 119,100 | 0 | 0 | 0 | For |
| WisdomTree | 117,442 | 0 | 0 | 0 | For |
| Keeley Funds, Inc. | 116,786 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 104,500 | 0 | 0 | 0 | For |
| State Street | 64,290 | 0 | 0 | 0 | For |
| Victory Capital | 58,913 | 0 | 0 | 0 | For |
| Equitable | 32,293 | 17,590 | 0 | 0 | Mixed |
| EXCHANGE TRADED CONCEPTS TRUST | 49,721 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 45,300 | 0 | 0 | 0 | For |
| TIAA | 0 | 40,541 | 0 | 0 | Against |
| Jackson National | 31,641 | 8,889 | 0 | 0 | Mixed |
| Invesco | 0 | 38,407 | 0 | 0 | Against |
| Columbia Threadneedle | 35,175 | 0 | 0 | 0 | For |
| JPMorgan | 31,652 | 0 | 0 | 0 | For |
Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.
Combines 3 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Elect of Directors: Clifton E. Sifford
SHOE CARNIVAL, INC.’s own tally for this item (“Elect Director: Clifton E. Sifford”): 23,745,741 for, 616,075 against, per its Form 8-K filed June 27, 2025 (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 2028 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 80 asset managers below reported 7,070,437 for, 104,264 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,968,269 | 0 | 0 | 0 | For |
| Vanguard | 1,357,068 | 1 | 0 | 0 | For |
| American Century | 545,099 | 0 | 0 | 0 | For |
| Fidelity | 417,498 | 0 | 0 | 0 | For |
| Royce | 415,565 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 290,741 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 202,078 | 0 | 0 | 0 | For |
| Charles Schwab | 200,251 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 142,466 | 0 | 0 | 0 | For |
| EA Series Trust | 137,486 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 132,624 | 0 | 0 | 0 | For |
| Northern Trust | 119,100 | 0 | 0 | 0 | For |
| WisdomTree | 117,442 | 0 | 0 | 0 | For |
| Keeley Funds, Inc. | 116,786 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 104,500 | 0 | 0 | 0 | For |
| State Street | 178 | 64,112 | 0 | 0 | Against |
| Victory Capital | 58,913 | 0 | 0 | 0 | For |
| Equitable | 49,883 | 0 | 0 | 0 | For |
| EXCHANGE TRADED CONCEPTS TRUST | 49,721 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 45,300 | 0 | 0 | 0 | For |
| TIAA | 40,541 | 0 | 0 | 0 | For |
| Jackson National | 40,530 | 0 | 0 | 0 | For |
| Invesco | 38,407 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 35,175 | 0 | 0 | 0 | For |
| JPMorgan | 31,652 | 0 | 0 | 0 | For |
Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect of Directors: James A. Aschleman
SHOE CARNIVAL, INC.’s own tally for this item (“Elect Director: James A. Aschleman”): 23,770,915 for, 590,903 against, per its Form 8-K filed June 27, 2025 (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 2028 annual meeting of shareholders and until their successors are elected and have qualified, as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 80 asset managers below reported 6,965,931 for, 208,770 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,968,269 | 0 | 0 | 0 | For |
| Vanguard | 1,355,784 | 1,285 | 0 | 0 | For |
| American Century | 545,099 | 0 | 0 | 0 | For |
| Fidelity | 417,498 | 0 | 0 | 0 | For |
| Royce | 415,565 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 290,741 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 202,078 | 0 | 0 | 0 | For |
| Charles Schwab | 200,251 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 142,466 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 137,486 | 0 | 0 | Against |
| UNIFIED SERIES TRUST | 132,624 | 0 | 0 | 0 | For |
| Northern Trust | 119,100 | 0 | 0 | 0 | For |
| WisdomTree | 117,442 | 0 | 0 | 0 | For |
| Keeley Funds, Inc. | 116,786 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 104,500 | 0 | 0 | 0 | For |
| State Street | 64,289 | 1 | 0 | 0 | For |
| Victory Capital | 58,913 | 0 | 0 | 0 | For |
| Equitable | 32,293 | 17,590 | 0 | 0 | Mixed |
| EXCHANGE TRADED CONCEPTS TRUST | 49,721 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 45,300 | 0 | 0 | 0 | For |
| TIAA | 0 | 40,541 | 0 | 0 | Against |
| Jackson National | 40,530 | 0 | 0 | 0 | For |
| Invesco | 38,407 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 35,175 | 0 | 0 | 0 | For |
| JPMorgan | 31,652 | 0 | 0 | 0 | For |
Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.
Combines 8 wordings of this item as funds reported it.
91% Approved · of votes cast
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”): 22,109,746 for, 2,238,213 against — passed, per its Form 8-K filed June 27, 2025 (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: 91% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,968,269 | 0 | 0 | 0 | For |
| Vanguard | 1,355,781 | 1,288 | 0 | 0 | For |
| American Century | 545,099 | 0 | 0 | 0 | For |
| Fidelity | 417,498 | 0 | 0 | 0 | For |
| Royce | 415,565 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 290,741 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 202,078 | 0 | 0 | 0 | For |
| Charles Schwab | 200,251 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 142,466 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 137,486 | 0 | 0 | Against |
| UNIFIED SERIES TRUST | 132,624 | 0 | 0 | 0 | For |
| Northern Trust | 119,100 | 0 | 0 | 0 | For |
| WisdomTree | 117,442 | 0 | 0 | 0 | For |
| Keeley Funds, Inc. | 116,786 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 104,500 | 0 | 0 | 0 | For |
| State Street | 64,290 | 0 | 0 | 0 | For |
| Victory Capital | 58,913 | 0 | 0 | 0 | For |
| Equitable | 49,883 | 0 | 0 | 0 | For |
| EXCHANGE TRADED CONCEPTS TRUST | 49,721 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 0 | 45,300 | 0 | 0 | Against |
| TIAA | 40,541 | 0 | 0 | 0 | For |
| Jackson National | 31,641 | 8,889 | 0 | 0 | Mixed |
| Invesco | 38,407 | 0 | 0 | 0 | For |
| BERTOLET CAPITAL TRUST | 38,190 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 35,175 | 0 | 0 | 0 | For |
Fund voting reports, all 80 managers: 6,950,972 for, 261,919 against, 0 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| SAPIENT CAPITAL LLC | 4,179,288 | 0 | 0 | 0 | For |
| Copeland Capital Management, LLC | 811,630 | 9,812 | 0 | 0 | For |
| American Century | 561,996 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 442,907 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 368,757 | 0 | 0 | 0 | For |
| NEW SOUTH CAPITAL MANAGEMENT INC | 338,364 | 0 | 0 | 0 | For |
| First Eagle Investment Management, LLC | 331,384 | 0 | 0 | 0 | For |
| Northern Trust | 325,677 | 0 | 0 | 0 | For |
| State Street | 288,899 | 0 | 0 | 0 | For |
| WASATCH ADVISORS LP | 282,632 | 0 | 0 | 0 | For |
| BlackRock | 253,230 | 0 | 0 | 0 | For |
| CRAWFORD INVESTMENT COUNSEL INC | 240,587 | 0 | 0 | 0 | For |
| Charles Schwab | 229,911 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 193,580 | 0 | 0 | 0 | For |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 167,413 | 0 | 0 | 0 | For |
| ENVESTNET ASSET MANAGEMENT INC | 0 | 133,535 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 119,531 | 0 | 0 | 0 | For |
| STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 0 | 111,885 | 0 | 0 | Against |
| LSV ASSET MANAGEMENT | 0 | 109,432 | 0 | 0 | Against |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 104,500 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 98,415 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 94,612 | 0 | 0 | 0 | For |
| Sonora Investment Management Group, LLC | 88,784 | 0 | 0 | 0 | For |
| STIFEL NICOLAUS & CO INC \MO\ | 83,318 | 0 | 0 | 0 | For |
| SEI | 0 | 78,571 | 0 | 0 | Against |
Institutional-manager reports, all 180 managers: 10,685,799 for, 742,551 against, 227 not voted. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99% Approved · of votes cast
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 2025.
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 2025”): 25,562,397 for, 331,346 against — passed, per its Form 8-K filed June 27, 2025 (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 2025 was ratified by the following shareholder vote:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 80 asset managers below reported 7,028,345 for, 145,932 against, 0 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,968,269 | 0 | 0 | 0 | For |
| Vanguard | 1,355,784 | 1,285 | 0 | 0 | For |
| American Century | 545,099 | 0 | 0 | 0 | For |
| Fidelity | 417,498 | 0 | 0 | 0 | For |
| Royce | 415,565 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 290,741 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 201,654 | 0 | 0 | 0 | For |
| Charles Schwab | 200,251 | 0 | 0 | 0 | For |
| WASATCH FUNDS TRUST | 142,466 | 0 | 0 | 0 | For |
| EA Series Trust | 0 | 137,486 | 0 | 0 | Against |
| UNIFIED SERIES TRUST | 132,624 | 0 | 0 | 0 | For |
| Northern Trust | 119,100 | 0 | 0 | 0 | For |
| WisdomTree | 117,442 | 0 | 0 | 0 | For |
| Keeley Funds, Inc. | 116,786 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 104,500 | 0 | 0 | 0 | For |
| State Street | 64,289 | 1 | 0 | 0 | For |
| Victory Capital | 58,913 | 0 | 0 | 0 | For |
| Equitable | 49,883 | 0 | 0 | 0 | For |
| EXCHANGE TRADED CONCEPTS TRUST | 49,721 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 45,300 | 0 | 0 | 0 | For |
| TIAA | 40,541 | 0 | 0 | 0 | For |
| Jackson National | 40,530 | 0 | 0 | 0 | For |
| Invesco | 38,407 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 35,175 | 0 | 0 | 0 | For |
| JPMorgan | 31,652 | 0 | 0 | 0 | For |
Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.
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 27,335,733 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 7.20% |
| 2 | Vanguard | 4.96% |
| 3 | American Century | 1.99% |
| 4 | Fidelity | 1.53% |
| 5 | Royce | 1.52% |
| 6 | FIRST EAGLE FUNDS | 1.06% |
| 7 | NORTHERN LIGHTS FUND TRUST II | 0.74% |
| 8 | Charles Schwab | 0.73% |
| 9 | WASATCH FUNDS TRUST | 0.52% |
| 10 | EA Series Trust | 0.50% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | SAPIENT CAPITAL LLC | 15.29% |
| 2 | Copeland Capital Management, LLC | 3.01% |
| 3 | American Century | 2.06% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.62% |
| 5 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.35% |
| 6 | NEW SOUTH CAPITAL MANAGEMENT INC | 1.24% |
| 7 | First Eagle Investment Management, LLC | 1.21% |
| 8 | Northern Trust | 1.19% |
| 9 | State Street | 1.06% |
| 10 | WASATCH ADVISORS LP | 1.03% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Delores B. Weaver | 32.35% | 13G |
| J. Wayne Weaver | 32.35% | 13G |
| BlackRock | 10.42% | 13F |
| Dimensional Fund Advisors | 6.49% | 13F |
| Copeland Capital Management, LLC | 5.56% | 13G |
| Vanguard Group | 5.06% | 13F |
| Invesco | 3.04% | 13F |
| State Street | 2.96% | 13F |
| Northern Trust | 2.02% | 13F |
| Morgan Stanley | 1.23% | 13F |
Percentages above are of 27,335,733 shares outstanding, as reported by SHOE CARNIVAL, INC. on its Form 10-Q dated May 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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 May 30, 2025. 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, 2025, in the 2024-2025 proxy season, 241 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,395 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 91% 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, 2025.
SHOE CARNIVAL, INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.