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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 2026-06-11 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 5Ballot items
  • 202Asset managers
  • 1,100Fund votes
  • 2026-06-10Meeting date

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 2026-06-11 (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 2026-06-10
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Diane E. Randolph 20,690,0852,467,0295,610 --2,118,220 Majority: yes
Elect Director: J. Wayne Weaver 22,858,639295,9448,141 --2,118,220 Majority: yes
• By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers: 22,116,632854,835191,257 --2,118,220 Majority: yes
• 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: 25,071,774152,10957,061 --0 Majority: yes
• 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.: 24,988,428161,725130,791 --0 Majority: yes

Source: Shoe Carnival, Inc., Form 8-K, filed with the SEC on 2026-06-11 — read the filing on EDGAR.

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

Each item below shows how the 202 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 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 22,116,632AGAINST: 854,835

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, per its Form 8-K filed 2026-06-11 (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, 3% against (84% of the company cast a for/against vote).

The 202 asset managers below cast 95% of the shares they voted on this item FOR (16,333,400 for, 781,438 against).

FOR 95%
FOR: 16,333,400 (94.9%)AGAINST: 781,438 (4.5%)ABSTAIN: 51,593 (0.3%)UNKNOWN: 40,095 (0.2%)NOT VOTED: 33 (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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
SAPIENT CAPITAL LLC4,184,4910 00For
American Century1,302,9740 00For
Vanguard1,239,9492 00For
BlackRock1,000,66116,383 00For
Copeland Capital Management, LLC891,8890 00For
Charles Schwab881,3380 00For
Goldman Sachs640,7340 00For
Dimensional569,2770 00For
Royce514,5370 00For
NEW SOUTH CAPITAL MANAGEMENT INC0452,707 00Against
Fidelity395,8820 00For
GEODE CAPITAL MANAGEMENT, LLC378,5340 00For
ProShares323,2350 00For
Northern Trust308,7110 00For
State Street269,97461 00For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO234,4080 00For
ENVESTNET ASSET MANAGEMENT INC183,7530 00For
Meros Investment Management, LP167,3540 00For
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM155,1700 00For
AMERIPRISE FINANCIAL INC153,39240 00For
Keeley Funds, Inc.136,6500 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP131,0360 00For
Russell Investments125,3100 00For
SEI121,0160 00For
JACOBS LEVY EQUITY MANAGEMENT, INC119,9040 00For

Showing the 25 largest of 202 asset managers. See all 202 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 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 25,071,774AGAINST: 152,109

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, per its Form 8-K filed 2026-06-11 (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: 92% for, 0.6% against (92% of the company cast a for/against vote).

The 59 asset managers below cast 99.5% of the shares they voted on this item FOR (5,583,509 for, 27,463 against).

FOR 99.5%
FOR: 5,583,509 (99.5%)AGAINST: 27,463 (0.5%)
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 managerForAgainst AbstainWithheldVote
Vanguard1,078,9111,287 00For
BlackRock717,3470 00For
American Century636,1520 00For
Royce507,3730 00For
Dimensional474,4230 00For
Charles Schwab432,6520 00For
Fidelity390,3380 00For
ProShares323,2350 00For
Goldman Sachs272,7440 00For
Keeley Funds, Inc.136,6500 00For
BRIDGEWAY FUNDS INC84,3120 00For
RBB Fund Trust59,9990 00For
UNIFIED SERIES TRUST46,4410 00For
Russell Investments45,7480 00For
Nationwide43,2470 00For
Equitable38,8100 00For
TIAA36,0130 00For
EA Series Trust9,83626,081 00Against
QUANTITATIVE MASTER SERIES LLC30,8470 00For
Lincoln Financial29,3260 00For
JPMorgan27,3510 00For
Pacific Life19,6380 00For
Northern Trust15,8440 00For
Columbia Threadneedle15,6850 00For
ETF Series Solutions13,0290 00For

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

3. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO SHOE STATION GROUP, INC.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 24,988,428AGAINST: 161,725

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, per its Form 8-K filed 2026-06-11 (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: 91% for, 0.6% against (92% of the company cast a for/against vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (5,610,972 for, 0 against).

FOR 100%
FOR: 5,610,972 (100.0%)
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 managerForAgainst AbstainWithheldVote
Vanguard1,080,1980 00For
BlackRock717,3470 00For
American Century636,1520 00For
Royce507,3730 00For
Dimensional474,4230 00For
Charles Schwab432,6520 00For
Fidelity390,3380 00For
ProShares323,2350 00For
Goldman Sachs272,7440 00For
Keeley Funds, Inc.136,6500 00For
BRIDGEWAY FUNDS INC84,3120 00For
RBB Fund Trust59,9990 00For
UNIFIED SERIES TRUST46,4410 00For
Russell Investments45,7480 00For
Nationwide43,2470 00For
Equitable38,8100 00For
TIAA36,0130 00For
EA Series Trust35,9170 00For
QUANTITATIVE MASTER SERIES LLC30,8470 00For
Lincoln Financial29,3260 00For
JPMorgan27,3510 00For
Pacific Life19,6380 00For
Northern Trust15,8440 00For
Columbia Threadneedle15,6850 00For
ETF Series Solutions13,0290 00For

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

4. Election of Directors: Diane E. Randolph

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 20,690,085AGAINST: 2,467,029

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 2026-06-11 (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: 76% for, 9% against (85% of the company cast a for/against vote).

The 58 asset managers below cast 89% of the shares they voted on this item FOR (5,008,979 for, 600,269 against).

FOR 89%11%
FOR: 5,008,979 (89.3%)AGAINST: 600,269 (10.7%)
Largest asset managers voting on “Election of Directors: Diane E. Randolph” at Shoe Carnival, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,078,9041,294 00For
BlackRock717,3470 00For
American Century636,1520 00For
Royce507,3730 00For
Dimensional0474,423 00Against
Charles Schwab432,6520 00For
Fidelity390,3380 00For
ProShares323,2350 00For
Goldman Sachs272,7440 00For
Keeley Funds, Inc.136,6500 00For
BRIDGEWAY FUNDS INC84,3120 00For
RBB Fund Trust59,9990 00For
UNIFIED SERIES TRUST46,4410 00For
Russell Investments45,7480 00For
Nationwide43,2470 00For
Equitable31,7107,100 00For
TIAA036,013 00Against
EA Series Trust9,83626,081 00Against
QUANTITATIVE MASTER SERIES LLC30,8470 00For
Lincoln Financial11,01618,310 00Against
JPMorgan27,3510 00For
Pacific Life19,6380 00For
Northern Trust15,8440 00For
Columbia Threadneedle015,685 00Against
ETF Series Solutions13,0290 00For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

5. Election of Directors: J. Wayne Weaver

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 22,858,639AGAINST: 295,944

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 2026-06-11 (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: 84% for, 1% against (85% of the company cast a for/against vote).

The 58 asset managers below cast 99.3% of the shares they voted on this item FOR (5,572,954 for, 36,294 against).

FOR 99.3%
FOR: 5,572,954 (99.4%)AGAINST: 36,294 (0.6%)
Largest asset managers voting on “Election of Directors: J. Wayne Weaver” at Shoe Carnival, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,078,9111,287 00For
BlackRock717,3470 00For
American Century636,1520 00For
Royce507,3730 00For
Dimensional474,4230 00For
Charles Schwab432,6520 00For
Fidelity390,3380 00For
ProShares323,2350 00For
Goldman Sachs272,7440 00For
Keeley Funds, Inc.136,6500 00For
BRIDGEWAY FUNDS INC84,3120 00For
RBB Fund Trust59,9990 00For
UNIFIED SERIES TRUST46,4410 00For
Russell Investments45,7480 00For
Nationwide43,2470 00For
Equitable31,7107,100 00For
TIAA36,0130 00For
EA Series Trust9,83626,081 00Against
QUANTITATIVE MASTER SERIES LLC30,8470 00For
Lincoln Financial29,3260 00For
JPMorgan27,3510 00For
Pacific Life19,6380 00For
Northern Trust15,8440 00For
Columbia Threadneedle15,6850 00For
ETF Series Solutions13,0290 00For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

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

Ranked by the number of Shoe Carnival, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 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, 2025-2026
#Asset manager % of shares outstanding
1SAPIENT CAPITAL LLC 15.31%
2American Century 4.77%
3Vanguard 4.54%
4BlackRock 3.72%
5Copeland Capital Management, LLC 3.26%
6Charles Schwab 3.22%
7Goldman Sachs 2.34%
8Dimensional 2.08%
9Royce 1.88%
10NEW SOUTH CAPITAL MANAGEMENT INC 1.66%

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 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 2025-05-30 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 04 October 2026; a live search always shows the current data.

At Shoe Carnival, Inc.'s shareholder meeting held 2026-06-10, in the 2025-2026 proxy season, 202 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,100 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 96% 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 2026-06-11.

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