SHOE CARNIVAL INC 8-K

What Happened

• Shoe Carnival Inc. announced that its board and shareholders approved an amendment to its Articles of Incorporation to change the company name to Shoe Station Group, Inc.; the amended Articles were filed with the Indiana Secretary of State on June 10, 2026 and will be effective June 12, 2026.
• The company held its 2026 Annual Meeting on June 10, 2026. Directors were elected, the advisory vote on executive compensation was approved, Deloitte & Touche LLP was ratified as auditor for fiscal 2026, and shareholders approved the name-change amendment. A press release announcing the name change was issued June 11, 2026.

Key Details

• Name change effective date: June 12, 2026 (Articles filed June 10, 2026). Bylaws amended to reflect the new name and become effective upon the name change.
• Nasdaq ticker change: common stock expected to begin trading under new symbol "SHOE" at market open on June 12, 2026; current symbol "SCVL" will cease. CUSIP number remains unchanged; shareholders do not need to exchange physical stock certificates.
• Annual meeting voting results (selected):
  • Diane E. Randolph elected: For 20,690,085 | Against 2,467,029 | Abstain 5,610 | Broker non‑votes 2,118,220.
  • J. Wayne Weaver elected: For 22,858,639 | Against 295,944 | Abstain 8,141 | Broker non‑votes 2,118,220.
  • Advisory vote on executive compensation: For 22,116,632 | Against 854,835 | Abstain 191,257 | Broker non‑votes 2,118,220.
  • Ratification of Deloitte & Touche LLP as auditor: For 25,071,774 | Against 152,109 | Abstain 57,061.
  • Approval of articles amendment (name change): For 24,988,428 | Against 161,725 | Abstain 130,791.

Why It Matters

• The name and ticker change are primarily corporate identity updates; they do not change shareholders’ ownership, share counts, or the CUSIP, and no action is required by shareholders holding certificated or uncertificated shares.
• For investors and market participants, the ticker change (SCVL → SHOE) is the operational item to note for trading and portfolio tracking beginning June 12, 2026. The governance votes confirm continuity of management and auditor for fiscal 2026.