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SHOE CARNIVAL, INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and SHOE CARNIVAL, INC.’s Form 8-K, filed 2025-06-27 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 5Ballot items
  • 238Asset managers
  • 1,393Fund votes
  • 2025-06-25Meeting date

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

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

Official 2024-2025 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 2025-06-27 (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 2025-06-25
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: James A. Aschleman 23,770,915590,9035,780 --1,533,030 Majority: yes
Elect Director: Andrea R. Guthrie 22,369,4011,992,4175,780 --1,533,030 Majority: yes
Elect Director: Clifton E. Sifford 23,745,741616,0755,782 --1,533,030 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: 22,109,7462,238,21319,639 --1,533,030 Majority: yes
Proposal 3: 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: 25,562,397331,3466,885 --0 Majority: yes

Source: SHOE CARNIVAL, INC., Form 8-K, filed with the SEC on 2025-06-27 — read the filing on EDGAR.

How asset managers voted at the SHOE CARNIVAL, INC. 2024-2025 meeting

Each item below shows how the 238 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 VOTESMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 22,109,746AGAINST: 2,238,213

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:”): 22,109,746 for, 2,238,213 against, per its Form 8-K filed 2025-06-27 (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 27,335,733 outstanding shares: 81% for, 8% against (89% of the company cast a for/against vote).

The 237 asset managers below cast 95% of the shares they voted on this item FOR (17,634,253 for, 1,004,392 against).

FOR 95%
FOR: 17,634,253 (94.6%)AGAINST: 1,004,392 (5.4%)ABSTAIN: 0 (0.0%)NOT VOTED: 227 (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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
SAPIENT CAPITAL LLC4,179,2880 00For
BlackRock2,221,4990 00For
Vanguard1,394,8921,288 00For
American Century1,107,0950 00For
Copeland Capital Management, LLC811,6309,812 00For
Northern Trust444,7770 00For
GEODE CAPITAL MANAGEMENT, LLC442,9070 00For
Charles Schwab430,1620 00For
Fidelity420,4360 00For
Royce415,5650 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP368,7570 00For
State Street353,1890 00For
NEW SOUTH CAPITAL MANAGEMENT INC338,3640 00For
First Eagle Investment Management, LLC331,3840 00For
FIRST EAGLE FUNDS290,7410 00For
WASATCH ADVISORS LP282,6320 00For
CRAWFORD INVESTMENT COUNSEL INC240,5870 00For
NORTHERN LIGHTS FUND TRUST II202,0780 00For
AMERIPRISE FINANCIAL INC193,5800 00For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO167,4130 00For
WASATCH FUNDS TRUST142,4660 00For
EA Series Trust0137,486 00Against
ENVESTNET ASSET MANAGEMENT INC0133,535 00Against
UNIFIED SERIES TRUST132,6240 00For
MELLON INVESTMENTS Corp119,5310 00For

Showing the 25 largest of 237 asset managers. See all 237 in the interactive database.

2. Elect of Directors: Andrea R. Guthrie

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 22,369,401AGAINST: 1,992,417

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 2025-06-27 (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 27,335,733 outstanding shares: 82% for, 7% against (89% of the company cast a for/against vote).

The 80 asset managers below cast 96% of the shares they voted on this item FOR (6,884,991 for, 289,710 against).

FOR 96%
FOR: 6,884,991 (96.0%)AGAINST: 289,710 (4.0%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Elect of Directors: Andrea R. Guthrie” at SHOE CARNIVAL, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,968,2690 00For
Vanguard1,355,7821,287 00For
American Century545,0990 00For
Fidelity417,4980 00For
Royce415,5650 00For
FIRST EAGLE FUNDS290,7410 00For
NORTHERN LIGHTS FUND TRUST II202,0780 00For
Charles Schwab200,2510 00For
WASATCH FUNDS TRUST142,4660 00For
EA Series Trust0137,486 00Against
UNIFIED SERIES TRUST132,6240 00For
Northern Trust119,1000 00For
WisdomTree117,4420 00For
Keeley Funds, Inc.116,7860 00For
BRIDGEWAY FUNDS INC104,5000 00For
State Street64,2900 00For
Victory Capital58,9130 00For
Equitable32,29317,590 00For
EXCHANGE TRADED CONCEPTS TRUST49,7210 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For
TIAA040,541 00Against
Jackson National31,6418,889 00For
Invesco038,407 00Against
Columbia Threadneedle35,1750 00For
JPMorgan31,6520 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

3. Elect of Directors: Clifton E. Sifford

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: 23,745,741AGAINST: 616,075

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 2025-06-27 (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 27,335,733 outstanding shares: 87% for, 2% against (89% of the company cast a for/against vote).

The 80 asset managers below cast 99% of the shares they voted on this item FOR (7,070,437 for, 104,264 against).

FOR 99%
FOR: 7,070,437 (98.5%)AGAINST: 104,264 (1.5%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Elect of Directors: Clifton E. Sifford” at SHOE CARNIVAL, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,968,2690 00For
Vanguard1,357,0681 00For
American Century545,0990 00For
Fidelity417,4980 00For
Royce415,5650 00For
FIRST EAGLE FUNDS290,7410 00For
NORTHERN LIGHTS FUND TRUST II202,0780 00For
Charles Schwab200,2510 00For
WASATCH FUNDS TRUST142,4660 00For
EA Series Trust137,4860 00For
UNIFIED SERIES TRUST132,6240 00For
Northern Trust119,1000 00For
WisdomTree117,4420 00For
Keeley Funds, Inc.116,7860 00For
BRIDGEWAY FUNDS INC104,5000 00For
State Street17864,112 00Against
Victory Capital58,9130 00For
Equitable49,8830 00For
EXCHANGE TRADED CONCEPTS TRUST49,7210 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For
TIAA40,5410 00For
Jackson National40,5300 00For
Invesco38,4070 00For
Columbia Threadneedle35,1750 00For
JPMorgan31,6520 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

4. Elect of Directors: James A. Aschleman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 23,770,915AGAINST: 590,903

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 2025-06-27 (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 27,335,733 outstanding shares: 87% for, 2% against (89% of the company cast a for/against vote).

The 80 asset managers below cast 97% of the shares they voted on this item FOR (6,965,931 for, 208,770 against).

FOR 97%
FOR: 6,965,931 (97.1%)AGAINST: 208,770 (2.9%)ABSTAIN: 0 (0.0%)
Largest asset managers voting on “Elect of Directors: James A. Aschleman” at SHOE CARNIVAL, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,968,2690 00For
Vanguard1,355,7841,285 00For
American Century545,0990 00For
Fidelity417,4980 00For
Royce415,5650 00For
FIRST EAGLE FUNDS290,7410 00For
NORTHERN LIGHTS FUND TRUST II202,0780 00For
Charles Schwab200,2510 00For
WASATCH FUNDS TRUST142,4660 00For
EA Series Trust0137,486 00Against
UNIFIED SERIES TRUST132,6240 00For
Northern Trust119,1000 00For
WisdomTree117,4420 00For
Keeley Funds, Inc.116,7860 00For
BRIDGEWAY FUNDS INC104,5000 00For
State Street64,2891 00For
Victory Capital58,9130 00For
Equitable32,29317,590 00For
EXCHANGE TRADED CONCEPTS TRUST49,7210 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For
TIAA040,541 00Against
Jackson National40,5300 00For
Invesco38,4070 00For
Columbia Threadneedle35,1750 00For
JPMorgan31,6520 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

5. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 25,562,397AGAINST: 331,346

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 2025 was ratified by the following shareholder vote:”): 25,562,397 for, 331,346 against, per its Form 8-K filed 2025-06-27 (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 27,335,733 outstanding shares: 94% for, 1% against (95% of the company cast a for/against vote).

The 80 asset managers below cast 98% of the shares they voted on this item FOR (7,028,345 for, 145,932 against).

FOR 98%
FOR: 7,028,345 (98.0%)AGAINST: 145,932 (2.0%)ABSTAIN: 0 (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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,968,2690 00For
Vanguard1,355,7841,285 00For
American Century545,0990 00For
Fidelity417,4980 00For
Royce415,5650 00For
FIRST EAGLE FUNDS290,7410 00For
NORTHERN LIGHTS FUND TRUST II201,6540 00For
Charles Schwab200,2510 00For
WASATCH FUNDS TRUST142,4660 00For
EA Series Trust0137,486 00Against
UNIFIED SERIES TRUST132,6240 00For
Northern Trust119,1000 00For
WisdomTree117,4420 00For
Keeley Funds, Inc.116,7860 00For
BRIDGEWAY FUNDS INC104,5000 00For
State Street64,2891 00For
Victory Capital58,9130 00For
Equitable49,8830 00For
EXCHANGE TRADED CONCEPTS TRUST49,7210 00For
ADVISORS' INNER CIRCLE FUND45,3000 00For
TIAA40,5410 00For
Jackson National40,5300 00For
Invesco38,4070 00For
Columbia Threadneedle35,1750 00For
JPMorgan31,6520 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Largest SHOE CARNIVAL, INC. shareholders voting in 2024-2025

Ranked by the number of SHOE CARNIVAL, INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 27,335,733 shares outstanding at the time of that meeting.

Top SHOE CARNIVAL, INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1SAPIENT CAPITAL LLC 15.29%
2BlackRock 8.13%
3Vanguard 5.11%
4American Century 4.05%
5Copeland Capital Management, LLC 3.01%
6Northern Trust 1.63%
7GEODE CAPITAL MANAGEMENT, LLC 1.62%
8Charles Schwab 1.57%
9Fidelity 1.54%
10Royce 1.52%

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 2024-2025 proxy season
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 2025-05-30 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-05-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At SHOE CARNIVAL, INC.'s shareholder meeting held 2025-06-25, in the 2024-2025 proxy season, 238 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,393 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… — FOR was 91% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: SHOE CARNIVAL, INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-06-27.

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