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Shoe Carnival, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Shoe Carnival, Inc.’s Form 8-K, filed June 11, 2026 (Item 5.07 on EDGAR). Page generated October 25, 2026.

5Ballot items
204Asset managers
1,128Fund votes
June 10, 2026Meeting date

Results at a glance

Meeting of June 10, 2026: 5 items on Shoe Carnival, Inc.’s Form 8-K, filed June 11, 2026: 2 elected · 3 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 2025-2026 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 11, 2026 (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 10, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Diane E. Randolph	20,690,085	2,467,029	5,610	--	2,118,220	89%	Elected	—
Elect Director: J. Wayne Weaver	22,858,639	295,944	8,141	--	2,118,220	99%	Elected	—
• By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers:	22,116,632	854,835	191,257	--	2,118,220	96%	Approved	—
• The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2026 was ratified by the following shareholder vote:	25,071,774	152,109	57,061	--	0	99.3%	Approved	—
• By the following vote, the shareholders approved the amendment to the Company's articles of incorporation to change the Company's name to Shoe Station Group, Inc.:	24,988,428	161,725	130,791	--	0	99.3%	Approved	—

Source: Shoe Carnival, Inc., Form 8-K, filed with the SEC on June 11, 2026 — read the filing on EDGAR.

How asset managers voted at the Shoe Carnival, Inc. 2025-2026 meeting

Each item below shows how the 204 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: Diane E. Randolph

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%

FOR: 20,690,085AGAINST: 2,467,029

Details: description as filed, official tally, votes by 59 asset managers

Description as filed by funds: Election of Directors: Diane E. Randolph

Shoe Carnival, Inc.’s own tally for this item (“Elect Director: Diane E. Randolph”): 20,690,085 for, 2,467,029 against, per its Form 8-K filed June 11, 2026 (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 2029 annual meeting of shareholders and until their successors are elected and have qualified, as follows:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 5,148,615 for, 603,790 against.

FOR

FOR: 5,148,615AGAINST: 603,790

Largest asset managers voting on “Election of Directors: Diane E. Randolph” at Shoe Carnival, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,078,904	1,294	For
BlackRock	717,347	0	For
American Century	636,152	0	For
Royce	507,373	0	For
Dimensional	0	474,423	Against
Charles Schwab	432,652	0	For
Fidelity	390,338	0	For
ProShares	323,235	0	For
Keeley Funds, Inc.	273,300	0	For
Goldman Sachs	272,744	0	For
BRIDGEWAY FUNDS INC	84,312	0	For
RBB Fund Trust	59,999	0	For
UNIFIED SERIES TRUST	46,441	0	For
Russell Investments	45,748	0	For
Nationwide	43,247	0	For
Equitable	31,710	7,100	Mixed
TIAA	0	36,013	Against
EA Series Trust	9,836	26,081	Mixed
QUANTITATIVE MASTER SERIES LLC	30,847	0	For
Lincoln Financial	11,016	18,310	Mixed
JPMorgan	27,351	0	For
Pacific Life	19,638	0	For
Northern Trust	15,844	0	For
Columbia Threadneedle	0	15,685	Against
ETF Series Solutions	13,029	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

2. Elect Director: J. Wayne Weaver

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 22,858,639AGAINST: 295,944

Details: description as filed, official tally, votes by 59 asset managers

Description as filed by funds: Election of Directors: J. Wayne Weaver

Shoe Carnival, Inc.’s own tally for this item (“Elect Director: J. Wayne Weaver”): 22,858,639 for, 295,944 against, per its Form 8-K filed June 11, 2026 (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 2029 annual meeting of shareholders and until their successors are elected and have qualified, as follows:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 5,716,111 for, 36,294 against.

FOR

FOR: 5,716,111AGAINST: 36,294

Largest asset managers voting on “Election of Directors: J. Wayne Weaver” at Shoe Carnival, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,078,911	1,287	For
BlackRock	717,347	0	For
American Century	636,152	0	For
Royce	507,373	0	For
Dimensional	474,423	0	For
Charles Schwab	432,652	0	For
Fidelity	390,338	0	For
ProShares	323,235	0	For
Keeley Funds, Inc.	273,300	0	For
Goldman Sachs	272,744	0	For
BRIDGEWAY FUNDS INC	84,312	0	For
RBB Fund Trust	59,999	0	For
UNIFIED SERIES TRUST	46,441	0	For
Russell Investments	45,748	0	For
Nationwide	43,247	0	For
Equitable	31,710	7,100	Mixed
TIAA	36,013	0	For
EA Series Trust	9,836	26,081	Mixed
QUANTITATIVE MASTER SERIES LLC	30,847	0	For
Lincoln Financial	29,326	0	For
JPMorgan	27,351	0	For
Pacific Life	19,638	0	For
Northern Trust	15,844	0	For
Columbia Threadneedle	15,685	0	For
ETF Series Solutions	13,029	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

3. • By the following vote, the shareholders approved the amendment to the Company's articles of incorporation to change…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.3% Approved · of votes cast

FOR 99.3%

FOR: 24,988,428AGAINST: 161,725

Details: description as filed, official tally, votes by 60 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO SHOE STATION GROUP, INC.

Shoe Carnival, Inc.’s own tally for this item (“• By the following vote, the shareholders approved the amendment to the Company's articles of incorporation to change the Company's name to Shoe Station Group, Inc.:”): 24,988,428 for, 161,725 against — passed, per its Form 8-K filed June 11, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “By the following vote, the shareholders approved the amendment to the Company's articles of incorporation to change the Company's name to Shoe Station Group, Inc.:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 5,754,129 for.

FOR

FOR: 5,754,129

Largest asset managers voting on “TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO SHOE STATIO” at Shoe Carnival, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	1,080,198	For
BlackRock	717,347	For
American Century	636,152	For
Royce	507,373	For
Dimensional	474,423	For
Charles Schwab	432,652	For
Fidelity	390,338	For
ProShares	323,235	For
Keeley Funds, Inc.	273,300	For
Goldman Sachs	272,744	For
BRIDGEWAY FUNDS INC	84,312	For
RBB Fund Trust	59,999	For
UNIFIED SERIES TRUST	46,441	For
Russell Investments	45,748	For
Nationwide	43,247	For
Equitable	38,810	For
TIAA	36,013	For
EA Series Trust	35,917	For
QUANTITATIVE MASTER SERIES LLC	30,847	For
Lincoln Financial	29,326	For
JPMorgan	27,351	For
Pacific Life	19,638	For
Northern Trust	15,844	For
Columbia Threadneedle	15,685	For
ETF Series Solutions	13,029	For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

4. • By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the…

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

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 22,116,632AGAINST: 854,835

Details: description as filed, official tally, votes by 204 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 (“• By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers:”): 22,116,632 for, 854,835 against — passed, per its Form 8-K filed June 11, 2026 (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: 96% 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: 60 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., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,080,195	2	For
BlackRock	717,347	0	For
American Century	636,152	0	For
Royce	507,373	0	For
Dimensional	474,423	0	For
Charles Schwab	432,652	0	For
Fidelity	390,338	0	For
ProShares	323,235	0	For
Keeley Funds, Inc.	273,300	0	For
Goldman Sachs	272,744	0	For
BRIDGEWAY FUNDS INC	0	84,312	Against
RBB Fund Trust	59,999	0	For
BERTOLET CAPITAL TRUST	51,288	0	For
UNIFIED SERIES TRUST	46,441	0	For
Russell Investments	45,748	0	For
Nationwide	43,247	0	For
Equitable	38,810	0	For
TIAA	36,013	0	For
EA Series Trust	35,917	0	For
QUANTITATIVE MASTER SERIES LLC	30,847	0	For
Lincoln Financial	29,326	0	For
JPMorgan	27,351	0	For
Pacific Life	19,638	0	For
Northern Trust	15,844	0	For
Columbia Threadneedle	0	15,685	Against

Fund voting reports, all 60 managers: 5,703,591 for, 101,825 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 160 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., 2025-2026
Asset manager	For	Against	Vote
SAPIENT CAPITAL LLC	4,184,491	0	For
Copeland Capital Management, LLC	891,889	0	For
American Century	666,822	0	For
NEW SOUTH CAPITAL MANAGEMENT INC	0	452,707	Against
Charles Schwab	448,686	0	For
GEODE CAPITAL MANAGEMENT, LLC	378,534	0	For
Goldman Sachs	367,990	0	For
BlackRock	283,314	16,383	Mixed
Northern Trust	292,867	0	For
State Street	284,074	61	For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO	234,408	0	For
ENVESTNET ASSET MANAGEMENT INC	183,753	0	For
Meros Investment Management, LP	167,354	0	For
Vanguard	159,754	0	For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	155,170	0	For
AMERIPRISE FINANCIAL INC	153,392	40	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	131,036	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	119,904	0	For
SEI	116,764	0	For
CRAWFORD INVESTMENT COUNSEL INC	101,427	0	For
ACADIAN ASSET MANAGEMENT LLC	97,239	0	For
RBC Capital Markets, LLC	96,799	0	For
Dimensional	94,854	0	For
STIFEL NICOLAUS & CO INC \MO\	92,646	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	0	84,312	Against

Institutional-manager reports, all 160 managers: 10,805,629 for, 679,613 against, 51,593 abstained, 33 not voted, 40,095 unknown. Showing the 25 largest; see all in the interactive database.

5. • The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.3% Approved · of votes cast

FOR 99.3%

FOR: 25,071,774AGAINST: 152,109

Details: description as filed, official tally, votes by 60 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 2026.

Shoe Carnival, Inc.’s own tally for this item (“• The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2026 was ratified by the following shareholder vote:”): 25,071,774 for, 152,109 against — passed, per its Form 8-K filed June 11, 2026 (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 2026 was ratified by the following shareholder vote:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 5,726,666 for, 27,463 against.

FOR

FOR: 5,726,666AGAINST: 27,463

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., 2025-2026
Asset manager	For	Against	Vote
Vanguard	1,078,911	1,287	For
BlackRock	717,347	0	For
American Century	636,152	0	For
Royce	507,373	0	For
Dimensional	474,423	0	For
Charles Schwab	432,652	0	For
Fidelity	390,338	0	For
ProShares	323,235	0	For
Keeley Funds, Inc.	273,300	0	For
Goldman Sachs	272,744	0	For
BRIDGEWAY FUNDS INC	84,312	0	For
RBB Fund Trust	59,999	0	For
UNIFIED SERIES TRUST	46,441	0	For
Russell Investments	45,748	0	For
Nationwide	43,247	0	For
Equitable	38,810	0	For
TIAA	36,013	0	For
EA Series Trust	9,836	26,081	Mixed
QUANTITATIVE MASTER SERIES LLC	30,847	0	For
Lincoln Financial	29,326	0	For
JPMorgan	27,351	0	For
Pacific Life	19,638	0	For
Northern Trust	15,844	0	For
Columbia Threadneedle	15,685	0	For
ETF Series Solutions	13,029	0	For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Largest Shoe Carnival, Inc. shareholders voting in 2025-2026

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.

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…”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	3.95%
2	BlackRock	2.62%
3	American Century	2.33%
4	Royce	1.86%
5	Dimensional	1.74%
6	Charles Schwab	1.58%
7	Fidelity	1.43%
8	ProShares	1.18%
9	Keeley Funds, Inc.	1.00%
10	Goldman Sachs	1.00%

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…”, 2025-2026
#	Asset manager	% of shares outstanding
1	SAPIENT CAPITAL LLC	15.31%
2	Copeland Capital Management, LLC	3.26%
3	American Century	2.44%
4	NEW SOUTH CAPITAL MANAGEMENT INC	1.66%
5	Charles Schwab	1.64%
6	GEODE CAPITAL MANAGEMENT, LLC	1.38%
7	Goldman Sachs	1.35%
8	BlackRock	1.10%
9	Northern Trust	1.07%
10	State Street	1.04%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
Delores B. Weaver	30.54%	13G
J. Wayne Weaver	30.54%	13G
BlackRock	6.43%	13F
Dimensional Fund Advisors	6.04%	13F
Copeland Capital Management, LLC	5.56%	13G
Vanguard Group	4.33%	13F
Goldman Sachs	4.07%	13F
Morgan Stanley	1.86%	13F
Geode Capital	1.71%	13F
Charles Schwab	1.64%	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 2025-2026 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 May 30, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At Shoe Carnival, Inc.'s shareholder meeting held June 10, 2026, in the 2025-2026 proxy season, 204 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,128 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 96% 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 11, 2026.

Shoe Carnival, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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