UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  April 24, 2017 (April 18, 2017)

SHOE CARNIVAL, INC.
(Exact name of registrant as specified in its charter)

Indiana
0-21360
35-1736614
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

  7500 East Columbia Street, Evansville, Indiana  47715
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code:  (812) 867-6471
 
  Not applicable
(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 18, 2017, the Compensation Committee of the Board of Directors of Shoe Carnival, Inc. (the "Company") established the performance criteria and targets for the fiscal 2017 bonus payable in fiscal 2018 under the Company's 2016 Executive Incentive Compensation Plan (the "Executive Incentive Compensation Plan"). The performance criterion is operating income, calculated in accordance with U.S. generally accepted accounting principles ("Operating Income"). Subjective factors based on an executive officer's individual performance can reduce an executive officer's bonus. Performance below the threshold level would result in no payout, performance at the threshold level of performance would result in a payout at 15% of the executive officer's target bonus amount and performance at the maximum level of performance would result in a payout at 200% of the executive officer's target bonus amount, with payout for performance between threshold and target and between target and maximum Operating Income interpolated.
The following table sets forth the percentage of salary the Company's executive officers could earn based upon the attainment of the various levels of Operating Income:

 
Percentage of Annual Salary
Name
Threshold
Target
Maximum
Clifton E. Sifford
15
%
100
%
200
%
W. Kerry Jackson
9
%
60
%
120
%
Timothy T. Baker
9
%
60
%
120
%
Carl N. Scibetta
9
%
60
%
120
%

J. Wayne Weaver, Chairman of the Company's Board of Directors and an executive officer, will not participate in the Executive Incentive Compensation Plan in fiscal 2017.
On April 18, 2017, the Compensation Committee also granted service-based and performance-based restricted stock awards under the 2000 Stock Option and Incentive Plan, as amended (the "2000 Plan"), to the following executive officers:
Name
Target Number of Performance-Based Restricted Shares Awarded
Service-Based Restricted Shares Awarded
Clifton E. Sifford
24,068
8,022
W. Kerry Jackson
15,193
5,064
Timothy T. Baker
12,184
4,061
Carl N. Scibetta
12,184
4,061

The performance-based restricted stock may be earned based on the Company's cumulative earnings per diluted share for fiscal 2017 and fiscal 2018.  The Compensation Committee established a range of goals at threshold, target and maximum levels for which 50% to 150% of the target number of shares may be earned, with payout for performance between threshold and target and between target and maximum cumulative earnings per diluted share interpolated. Performance below the threshold level would result in forfeiture of all of the shares of performance-based restricted stock.  Two-thirds of any earned shares will vest on March 31, 2019 and the remaining one-third will vest on March 31, 2020, provided that the executive officer maintains continuous service with the Company through such dates.


The service-based restricted stock granted to the executive officers vests in three equal annual installments commencing on April 18, 2018, provided that the executive officer maintains continuous service with the Company through such dates.
        The restricted stock awards will be subject to the terms and conditions of the 2000 Plan.  The 2000 Plan was previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company with the Securities and Exchange Commission on June 10, 2015.  The service-based restricted stock will also be subject to the terms and conditions of the Company's 2017 award agreement for service-based restricted stock granted to executive officers under the 2000 Plan (the "Service-Based Restricted Stock Agreement"). The performance-based restricted stock will also be subject to the terms and conditions of the Company's 2017 award agreement for restricted stock subject to both performance-based and service-based conditions granted to executive officers under the 2000 Plan (the "Performance-Based Restricted Stock Agreement").  The foregoing descriptions of the Service-Based Restricted Stock Agreement and the Performance-Based Restricted Stock Agreement are intended only as a summary and are qualified in their entirety by reference to the forms of Service-Based Restricted Stock Agreement and Performance-Based Restricted Stock Agreement, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits
 
(d)           Exhibits:

The following items are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.
Exhibit
10.1
Form of 2017 Award Agreement for service-based restricted stock granted to executive officers under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended
   
10.2
Form of 2017 Award Agreement for restricted stock with both performance-based and service-based restrictions granted to executive officers under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended
 
 
SIGNATURES

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.
 
 
  SHOE CARNIVAL, INC.  
   (Registrant)  
       
Dated:  April 24, 2017
By:
/s/ W. Kerry Jackson  
    W. Kerry Jackson  
    Senior Executive Vice President  
    Chief Operating and Financial Officer and Treasurer  
 
 
 

Exhibit 10.1
Notice of Grant of Award
and Award Agreement
Shoe Carnival, Inc.
ID: 35-1736614
7500 E. Columbia Street
Evansville, IN 47715

[ Name]
[Address ]
 
Award Number:
Plan:  2000 Stock Option and Incentive Plan, as amended (the "2000 Plan")
ID:
   

Effective [Grant Date], you have been granted a restricted stock award (this "Award") of [Number of Shares] shares (the "Shares") of Shoe Carnival, Inc. (the "Company") common stock. The value of the award on the date of grant is $[            ].
Except as otherwise set forth herein or in the 2000 Plan, the Restricted Period (as defined in the 2000 Plan) shall expire as to, and [insert fraction] of the Shares shall vest, on [each of][insert description of vesting date(s)].  
While the Shares will be registered in your name and you will have the right to vote the Shares and to receive such dividends as set forth in the 2000 Plan, the Shares will be held by the Company until the Restricted Period has expired. The Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered until the Restricted Period has expired.  
If you cease to maintain Continuous Service (as defined in the 2000 Plan) by reason of death or total or partial disability prior to the expiration of the Restricted Period, the Restricted Period with respect to the Ratable Portion of the Shares, as determined in accordance with the 2000 Plan, shall expire, and the Ratable Portion of the Shares shall vest and shall not be forfeited; all of the non-Ratable Portion of the Shares shall automatically be forfeited and returned to the Company. If you cease to maintain Continuous Service due to a termination by the Company without Cause or by you for Good Reason (each as defined in your [Amended and Restated] Employment and Noncompetition Agreement dated [                         ] ), the Restricted Period on all Shares shall expire and all Shares shall become fully vested.  If you cease to maintain Continuous Service for any other reason, all Shares that remain subject to the Restricted Period set forth above at the time of such termination of Continuous Service will automatically be forfeited and returned to the Company. 
In the event of a Change in Control (as defined in the 2000 Plan):

·
If and to the extent that this Award is not continued, assumed or replaced in connection with the Change in Control, the Restricted Period on all Shares shall expire and all Shares shall become fully vested.
·
If and to the extent that this Award is continued, assumed or replaced in connection with the Change in Control (with such adjustments as may be required or permitted by the 2000 Plan), this Award or replacement therefor shall remain outstanding and shall vest subject to your Continuous Service through the Restricted Period; provided, however, that if within 24 months after the Change in Control you cease to maintain Continuous Service due to a termination by the Company without Cause or by you for Good Reason, the Restricted Period on all Shares shall expire and all Shares shall become fully vested.

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 the 2000 Plan and the Award Agreement. A copy of the 2000 Plan has been provided or otherwise made available to you and is incorporated herein by reference and made a part of this document.

 
______________________________________________________
Shoe Carnival, Inc.
 
 
______________________________________________________
[Name of Award Recipient]
 
 
_____________________________________________ 
Date
 
 
_____________________________________________ 
Date

Exhibit 10.2
Notice of Grant of Award
and Award Agreement
Shoe Carnival, Inc.
ID: 35-1736614
7500 E. Columbia Street
Evansville, IN 47715

[ Name]
[Address ]
 
Award Number:
Plan:  2000 Stock Option and Incentive Plan, as amended (the "2000 Plan")
ID:
   

Effective [Grant Date] (the "Grant Date"), you have been granted a restricted stock award (this "Award") of [Number of Shares] shares (the "Shares") of Shoe Carnival, Inc. (the "Company") common stock, having a Market Value per Share of $[             ] on the Grant Date.
The Shares are subject to the performance-based and time-based restrictions and conditions set forth herein during the period from the Grant Date until such Shares become vested and such performance-based and time-based restrictions and conditions are satisfied (the "Restricted Period").  While the Shares will be registered in your name and you will have the right to vote the Shares, they will be held by the Company until the Restricted Period has expired. Any dividends declared during the Restricted Period will be deferred and paid upon vesting of the Shares. Upon the forfeiture of any Shares, any deferred dividends on such Shares will also be forfeited and returned to the Company. The Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered until the Restricted Period has expired.
As soon as practicable following the approval of the Company's audited results for fiscal 2018 by the Audit Committee of the Company's Board of Directors, the Compensation Committee shall determine whether and the extent to which the performance measure set forth below has been satisfied and the number of Shares, if any, that you have earned.  The date on which the Compensation Committee makes its determination is hereinafter referred to as the "Determination Date."
 
Threshold
Target
Maximum
Cumulative Earnings Per Share (Fiscal 2017 and Fiscal 2018)
$[       ]
$[       ]
$[       ]
Number of Shares Vesting
[       ]
[       ]
[       ]
If the Company's fully diluted cumulative earnings per share for fiscal 2017 and fiscal 2018 ("Actual EPS") equals or exceeds the maximum cumulative earnings per share set forth above, two-thirds of the Shares will vest, and the Restricted Period with respect to such Shares will expire, on March 31, 2019 (the "Initial Vesting Date"), and the remaining one-third of the Shares will vest, and the Restricted Period with respect to such Shares will expire, on March 31, 2020 (the "Final Vesting Date"), subject to your Continuous Service (as defined in the 2000 Plan) through such date.  If the Company's Actual EPS is less than the threshold cumulative earnings per share set forth above, all of the Shares will be forfeited and returned to the Company on the Determination Date. If the Company's Actual EPS falls between the threshold, target and maximum levels specified in the table above, the number of Shares that will be earned, and the number of Shares that will be forfeited and returned to the Company on the Determination Date, will be interpolated.  Two-thirds of any Shares that are earned based on the above table will vest, and the Restricted Period with respect to such Shares will expire, on the Initial Vesting Date, and the remaining one-third of such Shares will vest, and the Restricted Period with respect to such Shares will expire, on the Final Vesting Date, subject to your Continuous Service through such date.

 
If you cease to maintain Continuous Service by reason of death or total or partial disability prior to the expiration of the Restricted Period, the Restricted Period with respect to the Ratable Portion of the Shares, as determined in accordance with the 2000 Plan, will expire, and the Ratable Portion of the Shares will vest and will not be forfeited, which Ratable Portion will be determined on the later of the Determination Date or the date of your death or total or partial disability, based on the Company's Actual EPS at the end of fiscal 2018 and the portion of the Restricted Period that had elapsed since the Grant Date on the date of such death or total or partial disability; all of the non-Ratable Portion of the Shares will automatically be forfeited and returned to the Company.
If you cease to maintain Continuous Service for any other reason, all Shares that are unvested and remain subject to the Restricted Period described above at the time of such termination of Continuous Service will automatically be forfeited and returned to the Company. 
In the event of a Change in Control (as defined in the 2000 Plan):
(1)
If the Change in Control occurs prior to the Determination Date, the Company's fully diluted cumulative earnings per share as of the effective time of the Change in Control, with the threshold, target and maximum levels of fully diluted cumulative earnings per share appropriately adjusted to reflect the portion of fiscal 2017 and fiscal 2018 that has elapsed as of the effective time of the Change in Control, will be used to determine the number of Shares that will be converted to time-vesting Shares (the "Converted Award").

(a)
If and to the extent that this Converted Award is not continued, assumed or replaced in connection with the Change in Control, the Restricted Period on all Shares underlying the Converted Award will expire and all such Shares will become fully vested.
(b)
If and to the extent that this Converted Award is continued, assumed or replaced in connection with the Change in Control (with such adjustments as may be required or permitted by the 2000 Plan), this Converted Award or replacement therefor will remain outstanding and will vest subject to your Continuous Service through the Restricted Period; provided, however, that if within 24 months after the Change in Control you cease to maintain Continuous Service due to a termination by the Company without Cause or by you for Good Reason (each as defined in your [Amended and Restated] Employment and Noncompetition Agreement dated [                          ] ) , the Restricted Period on all Shares underlying the Converted Award will expire and all such Shares will become fully vested.

(2)
If the Change in Control occurs after the Determination Date but prior to the Final Vesting Date, any Shares that remain unvested at the time of such Change in Control will be treated the same as a Converted Award, as described in (1)(a) and (b) above.

 
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 the 2000 Plan and the Award Agreement. A copy of the 2000 Plan has been provided or otherwise made available to you and is incorporated herein by reference and made a part of this document.
 

 
_________________________________________
Shoe Carnival, Inc.
 
_________________________________________
[Name of Award Recipient]
 
 
_________________________________________ 
Date
 
_________________________________________ 
Date