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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 2024-06-27 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 4Ballot items
  • 219Asset managers
  • 1,194Fund votes
  • 2024-06-25Meeting date

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 2024-06-27 (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 2024-06-25
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Charles B. Tomm 24,000,6861,177,19024,804 --909,316 Majority: yes
Elect Director: Mark J. Worden 24,449,094728,65224,934 --909,316 Majority: yes
Proposal 2: By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers: 24,807,530374,97620,174 --909,316 Passed
Proposal 3: 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: 25,818,579288,5884,829 --0 Majority: yes

Source: SHOE CARNIVAL INC., Form 8-K, filed with the SEC on 2024-06-27 — 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. To approve, in an advisory (non- binding) vote, the compensation paid to the Company's named executive officers.

SECTION 14A SAY-ON-PAY VOTESCompany result: Passed

Combines 10 wordings of this item as funds reported it.

99% Passed · of votes cast

FOR 99%
FOR: 24,807,530AGAINST: 374,976

SHOE CARNIVAL INC.’s own tally for this item (“Proposal 2: By the following vote, the shareholders approved 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 2024-06-27 (Item 5.07). Of all 27,158,322 outstanding shares: 91% for, 1% against (93% of the company cast a for/against vote).

The 218 asset managers below cast 99% of the shares they voted on this item FOR (16,540,433 for, 211,131 against).

FOR 99%
FOR: 16,540,433 (98.7%)AGAINST: 211,131 (1.3%)ABSTAIN: 4,091 (0.0%)UNKNOWN: 1,068 (0.0%)
Largest 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 managerForAgainst AbstainWithheldVote
BlackRock2,320,8700 00For
Vanguard1,359,9390 00For
Dimensional1,158,8570 00For
Copeland Capital Management, LLC998,4840 00For
State Street963,2994,818 00For
Charles Schwab693,4570 00For
American Century667,7970 00For
Royce599,3660 00For
Northern Trust495,785500 00For
NEW SOUTH CAPITAL MANAGEMENT INC473,8870 00For
Fidelity376,2950 00For
GEODE CAPITAL MANAGEMENT, LLC366,7520 00For
First Eagle Investment Management, LLC362,2440 00For
Allspring346,6190 00For
FIRST EAGLE FUNDS332,4010 00For
Invesco328,3240 00For
NORTHERN LIGHTS FUND TRUST II234,8170 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP227,0050 00For
AMERIPRISE FINANCIAL INC219,3850 00For
ENVESTNET ASSET MANAGEMENT INC205,8720 00For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM192,0630 00For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO177,1610 00For
CRAWFORD INVESTMENT COUNSEL INC176,8110 00For
WASATCH ADVISORS LP170,0190 00For
Meros Investment Management, LP154,3650 00For

Showing the 25 largest of 218 asset managers. See all 218 in the interactive database.

2. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for fiscal 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 25,818,579AGAINST: 288,588

SHOE CARNIVAL INC.’s own tally for this item (“Proposal 3: 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:”): 25,818,579 for, 288,588 against, per its Form 8-K filed 2024-06-27 (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. Of all 27,158,322 outstanding shares: 95% for, 1% against (96% of the company cast a for/against vote).

The 83 asset managers below cast 99% of the shares they voted on this item FOR (8,623,206 for, 124,246 against).

FOR 99%
FOR: 8,623,206 (98.6%)AGAINST: 124,246 (1.4%)UNKNOWN: 1,068 (0.0%)
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 managerForAgainst AbstainWithheldVote
BlackRock1,970,7530 00For
Vanguard1,329,2390 00For
Dimensional1,025,8010 00For
Royce599,3660 00For
Fidelity374,3080 00For
Charles Schwab339,9890 00For
State Street335,32828 00For
American Century333,0850 00For
FIRST EAGLE FUNDS332,4010 00For
NORTHERN LIGHTS FUND TRUST II234,8170 00For
Invesco161,4370 00For
Allspring156,8690 00For
Northern Trust132,1440 00For
WisdomTree130,1840 00For
EA Series Trust0116,278 00Against
BRIDGEWAY FUNDS INC104,5000 00For
Goldman Sachs103,1930 00For
Keeley Funds, Inc.100,9310 00For
WASATCH FUNDS TRUST96,0000 00For
TIAA75,4370 00For
AMERICAN BEACON FUNDS65,3000 00For
Equitable51,6550 00For
Columbia Threadneedle48,3380 00For
Jackson National47,2610 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For

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

3. Election of Directors: Charles B. Tomm

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2024-06-27 (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. Of all 27,158,322 outstanding shares: 88% for, 4% against (93% of the company cast a for/against vote).

The 82 asset managers below cast 96% of the shares they voted on this item FOR (8,377,861 for, 363,961 against).

FOR 96%
FOR: 8,377,861 (95.8%)AGAINST: 363,961 (4.2%)UNKNOWN: 1,068 (0.0%)
Largest asset managers voting on “Election of Directors: Charles B. Tomm” at SHOE CARNIVAL INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock1,970,7530 00For
Vanguard1,329,2390 00For
Dimensional1,025,8010 00For
Royce599,3660 00For
Fidelity374,3080 00For
Charles Schwab339,9890 00For
State Street335,167189 00For
American Century333,0850 00For
FIRST EAGLE FUNDS332,4010 00For
NORTHERN LIGHTS FUND TRUST II234,8170 00For
Invesco161,4370 00For
Allspring156,8690 00For
Northern Trust0132,144 00Against
WisdomTree130,1840 00For
EA Series Trust116,2780 00For
BRIDGEWAY FUNDS INC0104,500 00Against
Goldman Sachs103,1930 00For
Keeley Funds, Inc.100,9310 00For
WASATCH FUNDS TRUST96,0000 00For
TIAA75,4370 00For
AMERICAN BEACON FUNDS65,3000 00For
Equitable30,54521,110 00For
Columbia Threadneedle48,3380 00For
Jackson National47,2610 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For

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

4. Election of Directors: Mark J. Worden

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 24,449,094AGAINST: 728,652

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 2024-06-27 (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. Of all 27,158,322 outstanding shares: 90% for, 3% against (93% of the company cast a for/against vote).

The 82 asset managers below cast 98% of the shares they voted on this item FOR (8,532,472 for, 209,350 against).

FOR 98%
FOR: 8,532,472 (97.6%)AGAINST: 209,350 (2.4%)UNKNOWN: 1,068 (0.0%)
Largest asset managers voting on “Election of Directors: Mark J. Worden” at SHOE CARNIVAL INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock1,970,7530 00For
Vanguard1,329,2390 00For
Dimensional1,025,8010 00For
Royce599,3660 00For
Fidelity374,3080 00For
Charles Schwab339,9890 00For
State Street335,139217 00For
American Century333,0850 00For
FIRST EAGLE FUNDS332,4010 00For
NORTHERN LIGHTS FUND TRUST II234,8170 00For
Invesco161,4370 00For
Allspring156,8690 00For
Northern Trust132,1440 00For
WisdomTree130,1840 00For
EA Series Trust116,2780 00For
BRIDGEWAY FUNDS INC0104,500 00Against
Goldman Sachs103,1930 00For
Keeley Funds, Inc.100,9310 00For
WASATCH FUNDS TRUST96,0000 00For
TIAA75,4370 00For
AMERICAN BEACON FUNDS65,3000 00For
Equitable51,6550 00For
Columbia Threadneedle48,3380 00For
Jackson National47,2610 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For

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

Largest SHOE CARNIVAL INC. shareholders voting in 2023-2024

Ranked by the number of SHOE CARNIVAL INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 27,158,322 shares outstanding at the time of that meeting.

Top SHOE CARNIVAL INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1BlackRock 8.55%
2Vanguard 5.01%
3Dimensional 4.27%
4Copeland Capital Management, LLC 3.68%
5State Street 3.56%
6Charles Schwab 2.55%
7American Century 2.46%
8Royce 2.21%
9Northern Trust 1.83%
10NEW SOUTH CAPITAL MANAGEMENT INC 1.74%

Reported SHOE CARNIVAL INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

SHOE CARNIVAL INC. beneficial owners on record 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 2024-06-03 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-06-03. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At SHOE CARNIVAL INC.'s shareholder meeting held 2024-06-25, 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 1,194 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… — the proposal passed 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 2024-06-27.

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