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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) |
March 18, 2005 |
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SHOE CARNIVAL, INC. |
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(Exact name of registrant as specified in its charter) |
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Indiana |
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0-21360 |
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35-1736614 |
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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8233 Baumgart Road, Evansville, IN |
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47725 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant's telephone number, including area code |
(812) 867-6471 |
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Not Applicable |
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(Former name or former address if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01
Entry into a Material Definitive Agreement.
On March 18, 2005, the Compensation Committee of the Board of Directors of Shoe Carnival, Inc. (the Committee) approved the following actions with regard to the compensation of the "named executive officers" of the Company:
1. Annual Incentive Compensation Goals for Fiscal 2005
The Committee established the performance criteria and targets for the 2005 bonus payable in 2006 under the Company's Executive Incentive Compensation Plan. The performance criteria is operating income before bonus expense. Subjective factors based on an executive's individual performance can reduce an executive's bonus potential by up to 20%. As chief executive officer, Mark L. Lemond's bonus target is 40% of his salary but he can earn up to 60% of his salary if all performance targets are met. J. Wayne Weaver, as chairman, is not eligible to receive a bonus. The other named executive officers bonus target is 30% of their salary but can earn up to 45%.
2. Grants of Restricted Stock
The Committee approved grants of restricted stock to the Company's executive officers and other key personnel under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan. Mark L. Lemond received a grant of 12,500 shares and Timothy T. Baker, Clifton E. Sifford and W. Kerry Jackson each received a grant of 6,000 shares. No grant was made to Mr. Weaver. The restricted shares will vest upon the achievement of specified levels of annual earnings per diluted share during a six-year period.
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Item 9.01 |
Financial Statements and Exhibits. |
(c) Exhibits
10-C Form of Award Agreement for restricted stock granted under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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SHOE CARNIVAL, INC. |
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(Registrant) |
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Dated: March 24, 2005 |
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By: |
/s/ W. Kerry Jackson |
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W. Kerry Jackson |
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Executive Vice President and
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Exhibit 10-C
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Notice of Grant of Award
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Shoe Carnival, Inc.
8233 Baumgart Road Evansville, IN 47725 |
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Award Number:
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Effective [Grant Date], you have been granted a restricted stock award of [Number of Shares] shares of Shoe Carnival, Inc. (the Company) common stock. The value of the award on the date of grant is $[Value of Award]. The shares are restricted until the Company meets certain performance targets. While the shares will be registered in your name and you will have the right to vote the shares and to receive dividends, the shares will be held by the Company until the restrictions lapse. The shares may not be sold, assigned, transferred, pledged, or otherwise encumbered until the restrictions lapse. If you cease to maintain Continuous Service by reason of retirement, any shares still restricted on the date of your retirement will automatically be forfeited. In the event of a Change in Control, all shares shall become fully vested. During the term of the award, the restrictions will lapse with respect to the specified number of shares on March 31 of each year if the performance target with respect to such shares is met during the prior fiscal year. The award will expire on [Expiration Date] and any shares still restricted will be forfeited and returned to the Company. The vesting schedule and performance targets are identified below.
Shares
Performance Targets
By your signature and the Company's signature below, you and the Company agree that this award
is granted under and governed by the terms and conditions of this Award Agreementand the Company's 2000 Stock Option and Incentive Plan as amended, which is attached and made a part of this document.
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Shoe Carnival, Inc. |
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[Name of Optionee] |
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Date |