At the 2017 Annual Meeting of Shareholders of Shoe Carnival, Inc. (the "Company") held on June 13, 2017, the Company's shareholders approved the Company's 2017 Equity Incentive Plan (the "2017 Plan"). The 2017 Plan was approved by the Company's Board of Directors (the "Board") on March 22, 2017, subject to shareholder approval, and became effective with such shareholder approval on June 13, 2017.
The 2017 Plan provides for the issuance of up to 1,000,000 shares of the Company's common stock. Any shares of common stock subject to an award under the 2017 Plan, or to an award granted under the Company's 2000 Stock Option and Incentive Plan, as amended (the "2000 Plan") that was outstanding on June 13, 2017, that expires, is cancelled or forfeited, or is settled for cash will, to the extent of such expiration, cancellation, forfeiture or cash settlement, automatically become available for future awards under the 2017 Plan. Following the shareholders' approval of the 2017 Plan, no further awards will be granted under the 2000 Plan.
Awards under the 2017 Plan may be granted to employees, consultants and advisors of the Company or a subsidiary of the Company, as well as to the non-employee directors of the Company. Awards under the 2017 Plan can be granted in the form of stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards. The 2017 Plan will be administered by the Compensation Committee of the Company's Board.
The terms of the 2017 Plan are described in more detail in the Company's definitive proxy statement for the 2017 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on May 9, 2017 (the "2017 Proxy Statement"), which description is incorporated herein by reference. The descriptions of the 2017 Plan contained herein and incorporated by reference from the 2017 Proxy Statement are qualified in their entirety by reference to the full text of the 2017 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference and constitutes a part of this report.
The Company held its 2017 Annual Meeting of Shareholders on June 13, 2017. The following is a summary of the matters voted on at the meeting, as described in detail in the 2017 Proxy Statement, and the voting results for each matter.
| 1. | The two nominees for director were elected to serve three-year terms expiring at the 2020 annual meeting of shareholders and until their successors are elected and have qualified, as follows: |
Nominee | For | Against | Abstain | Broker Non-Votes |
| J. Wayne Weaver | 15,034,383 | 535,387 | 191,207 | 718,657 |
| Jeffrey C. Gerstel | 15,546,598 | 210,692 | 3,687 | 718,657 |
| 2. | By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers: |
For | Against | Abstain | Broker Non-Votes |
| 15,553,633 | 199,010 | 8,334 | 718,657 |
| 3. | The shareholders cast their votes with respect to the advisory (non-binding) vote on the frequency of future shareholder advisory votes on the compensation paid to the Company's named executive officers as follows: |
3 Years | 2 Years | 1 Year | Abstain | Broker Non-Votes |
| 2,907,596 | 31,726 | 12,799,301 | 22,354 | 718,657 |
| | | | | |
Based on these results, and consistent with the Board's recommendation, the Board has determined that the Company will hold an advisory vote on the compensation paid to the Company's named executive officers every year, until the next advisory vote on frequency.
| 4. | By the following vote, the shareholders approved the Shoe Carnival, Inc. 2017 Equity Incentive Plan: |
For | Against | Abstain | Broker Non-Votes |
| 15,443,855 | 305,173 | 11,949 | 718,657 |
| 5. | The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2017 was ratified by the following shareholder vote: |
For | Against | Abstain | Broker Non-Votes |
| 16,317,364 | 158,813 | 3,457 | 0 |
