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): March 16, 2023 (March 14, 2023)
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) |
(IRS Employer Identification No.) |
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7500 East Columbia Street Evansville, Indiana |
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47715 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (812) 867-4034
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 Instructions 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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SCVL |
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The Nasdaq Stock Market LLC |
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
Appointment of New Chief Financial Officer
On March 16, 2023, Shoe Carnival, Inc. (the “Company”) announced the appointment of Erik Gast as the Company’s Executive Vice President, Chief Financial Officer and its principal financial officer, effective as of April 24, 2023, to succeed W. Kerry Jackson. As previously announced, Mr. Jackson is retiring after 35 years of service with the Company. Mr. Jackson will continue to serve as the Company’s Senior Executive Vice President, Chief Financial and Administrative Officer and Treasurer and as the Company’s principal financial officer until April 24, 2023 and will remain with the Company as its Chief Administrative Officer until May 9, 2023 to assist with the transition.
Mr. Gast, age 54, will bring to the Company over 30 years of finance experience with both private and public companies, including several retail and customer facing brands. Mr. Gast has served as the Executive Vice President & Chief Financial Officer of Fleet Farm Group, LLC, a billion-dollar plus retailer of merchandise and services for active, outdoor, suburban and farm communities, since 2020. Prior to that, Mr. Gast served as the Senior Vice President, Finance & Chief Accounting Officer for Great Wolf Resorts, Inc., the owner and operator of indoor water park resorts, from 2018 until 2020; as the Vice President, Finance & Controller for Pilot Travel Centers LLC, a fuel supplier and operator of travel centers in North America, from 2015 until 2018; and in several finance roles for then-New York Stock Exchange-listed Family Dollar Stores, Inc., a retail chain of general merchandise retail discount stores, including serving as its Vice President, Finance & Controller responsible for its reporting with the Securities and Exchange Commission from 2013 until 2015, and as its Vice President, Finance & Treasurer during 2015. Mr. Gast also served in finance roles with retailers Ace Hardware Corporation from 2010 until 2012 and Limited Brands, Inc. from 2000 until 2010. Mr. Gast began his career in public accounting and is a Certified Public Accountant.
There are no family relationships between Mr. Gast and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Gast and any other person pursuant to which he was selected to become the Executive Vice President, Chief Financial Officer of the Company.
Employment Agreement with Mr. Gast
In connection with his appointment, Mr. Gast and the Company entered into an Employment and Noncompetition Agreement as of March 14, 2023 (the “Employment Agreement”). The Employment Agreement provides for an initial term of employment commencing on April 24, 2023 and ending on April 23, 2025 and automatically renews for successive one-year periods thereafter, unless earlier terminated in accordance with its terms. The Employment Agreement provides for the following compensation payable to Mr. Gast:
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Pursuant to the Employment Agreement, upon the expiration of the term of the agreement, Mr. Gast will be entitled to receive (i) that portion of his base salary that is earned but unpaid through the termination date and (ii) any vested payments or benefits to which he is entitled (collectively, the “Accrued Obligations”). In addition, if the Company elects not to renew the Employment Agreement upon the expiration of its term and terminates Mr. Gast’s employment (other than within two years following a change in control) without offering to pay him severance equal to 100% of his base salary, he will not be subject to the non-competition and non-solicitation provisions of the Employment Agreement.
If Mr. Gast’s employment is terminated by the Company for cause (as defined in the Employment Agreement), by Mr. Gast without good reason (as defined below), or as a result of his death or disability, Mr. Gast will be entitled to receive the Accrued Obligations. If Mr. Gast’s employment is terminated by the Company without cause or by Mr. Gast for good reason (in each case, other than within two years following a change in control), Mr. Gast will be entitled to the following: (a) the Accrued Obligations; and (b) subject to his compliance with the restrictive covenants set forth in the Employment Agreement and his execution of a release agreement, (i) a lump sum amount equal to 55% of his base salary for the fiscal year in which his termination occurs, multiplied by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination and the denominator of which is 365, (ii) a lump sum amount equal to 150% of his base salary for the fiscal year in which termination occurs, and (iii) an amount equal to 18 times the monthly amount charged, as of his termination date, for continuation coverage under the Company’s group medical and dental plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 for the coverage options and coverage levels applicable to him and his covered dependents immediately prior to the termination date (the “COBRA Premium Rate”). Under the Employment Agreement, “good reason” is defined to include a material reduction by the Company in Mr. Gast’s base salary, a material breach of the Employment Agreement by the Company, or if the Company relocates his principal place of employment to a location that is more than 50 miles from the Company office at which he was principally based prior to the relocation.
If, within two years following a change in control, Mr. Gast’s employment is terminated by the Company without cause or by Mr. Gast for good reason, Mr. Gast will be entitled to the following: (a) the Accrued Obligations; and (b) subject to his compliance with the restrictive covenants set forth in the Employment Agreement and his execution of a release agreement, (i) a lump sum amount equal to 310% of his base salary for the fiscal year in which his termination occurs, (ii) an amount equal to 18 times the COBRA Premium Rate, and (iii) outplacement services not to exceed $2,500.
Under the Employment Agreement, Mr. Gast is subject to non-competition and non-solicitation provisions during the term of the Employment Agreement and for a period of one year following termination of his employment and non-disparagement provisions during the term of the Employment Agreement and for a period of five years following termination of his employment. Mr. Gast is also subject to customary confidentiality provisions.
The foregoing description of the terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The following information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
A copy of the press release issued by the Company on March 16, 2023, announcing the appointment of Mr. Gast as the new Executive Vice President, Chief Financial Officer of the Company effective as of April 24, 2023, is furnished as Exhibit 99.1, and the information set forth therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. |
Exhibits |
104 |
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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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.
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SHOE CARNIVAL, INC. |
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(Registrant)
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Date: March 16, 2023 |
By: |
/s/ W. Kerry Jackson |
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W. Kerry Jackson |
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Senior Executive Vice President |
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Chief Financial and Administrative Officer and Treasurer |
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EX-10.1
SHOE CARNIVAL, INC.
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This EMPLOYMENT AND NONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into as of March 14, 2023, by and between SHOE CARNIVAL, INC., an Indiana corporation with its principal offices located at 7500 East Columbia Street, Evansville, Indiana (the “Company”), and ERIK GAST (“You” or the “Employee”).
RECITALS
WHEREAS, the Company is one of the largest retailers of family footwear in the United States; and
WHEREAS, the Company desires to employ You upon the terms and conditions set forth herein; and
WHEREAS, You desire to be so employed by the Company, to be eligible for opportunities of advancement, potential compensation increases and the potential payments provided for herein; and
WHEREAS, the Company and You desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and You; and
WHEREAS, in connection with its business, the Company has expended a substantial amount of time, money, and effort to develop and maintain its confidential, proprietary and trade secret information, and that this information, if misused or disclosed, could be very harmful to the Company’s business and its competitive position in the marketplace;
NOW THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:
AGREEMENT
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2.1 Position. You shall serve as the Executive Vice President, Chief Financial Officer of the Company or in such other or additional positions as the Company’s President, Chief Executive Officer and/or Board of Directors (the “Board”) may determine from time to time. In such position, You shall (a) report to the Company’s President or such other person as the Company may designate from time to time, and (b) have such duties, authority and responsibility as shall be determined from time to time by the Company’s President, Chief Executive Officer and/or Board.
2.2 Duties. You agree to perform such duties incident to Your position, as well as any other duties for the Company as may be directed by the Company’s President, Chief Executive Officer and/or Board, and to assume such other or additional title, duties, and/or responsibilities as the President, Chief Executive Officer or Board may determine. During the Term, You shall devote substantially all of Your business time and attention to the performance of Your duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the President, Chief Executive Officer or Board. Notwithstanding the foregoing, You will be permitted to act or serve as a volunteer, director, trustee, committee member or principal of any civic or charitable organization, provided such service does not interfere with Your work for the Company. You shall not engage in any activity that is competitive with the Company’s business or make any preparations to engage in any competitive activity. You shall be supportive of the Company’s business and its best interests and shall not, directly or indirectly, take any action which could reasonably be expected to have an adverse effect upon the business or best interests of the Company. You agree that You will at all times honestly and fairly conduct Your duties, and will at all times maintain the highest of professional standards in representing the interests of the Company. You will comply with Company policies, decisions, and instructions, which may be changed by the Company from time to time.
2.3 Primary Work Location. You will primarily perform Your duties and responsibilities from the Company’s South office presently located in Fort Mill, South Carolina; provided, however, You will be expected (a) to make regular working visits to the Company’s headquarters office in Evansville, Indiana and (b) to engage in other business travel as may be necessary. The Company reserves the right to change Your primary work location.
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In the event of termination of Your employment by the Company for Cause, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate, except: (x) You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; and (y) the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date.
In the event the Company terminates Your employment without Cause, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate, except: (a) You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date; (c) the Company shall pay to You, within thirty (30) calendar days following the date of termination, a lump sum amount equal to fifty-five percent (55%) of the product of (i) multiplied by (ii), where “(i)” is Your Base Salary for the fiscal year in which the termination occurs, and where “(ii)” is a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination and the denominator of which is 365; (d) the Company shall pay to You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to one hundred fifty percent (150%) of Your Base Salary for the fiscal year in which the termination occurs; and (e) the
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Company shall pay You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to eighteen (18) times the monthly “COBRA Premium Rate” (which is the monthly amount charged, as of the termination date, for continuation coverage under the Company’s group medical and dental plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for the coverage options and coverage levels applicable to You and Your covered dependents immediately prior to the termination date). Payment of the severance compensation set forth in subparts (c), (d) and (e) of this Section 4.3 is subject to the terms and conditions of Section 4.10 and Section 9.2 of this Agreement.
In the event that You unilaterally terminate Your employment, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate, except: (a) You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; and (b) the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date.
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In the event You terminate Your employment for Good Reason, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate, except: (a) You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date; (c) the Company shall pay to You, within thirty (30) calendar days following the date of termination, a lump sum amount equal to fifty-five percent (55%) of the product of (i) multiplied by (ii), where “(i)” is Your Base Salary for the fiscal year in which the termination occurs, and “(ii)” is a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination and the denominator of which is 365; (d) the Company shall pay to You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to one hundred fifty percent (150%) of Your Base Salary for the fiscal year in which the termination occurs; and (e) the Company shall pay You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to eighteen (18) times the monthly COBRA Premium Rate. Payment of the severance compensation set forth in subparts (c), (d) and (e) of this Section 4.5 is subject to the terms and conditions of Section 4.10 and Section 9.2 of this Agreement.
In the event Your employment is terminated as a result of Your death or Disability, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate except: (a) You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; and (b) the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date.
4.7.1 For purposes of this Agreement, a “Timely Qualifying Termination” shall mean either (a) a termination by the Company without Cause that occurs within
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two (2) years immediately following a Change In Control or (b) a termination by You for Good Reason that occurs within two (2) years immediately following a Change In Control.
4.7.2 For purposes of this Agreement, “Change In Control” of the Company shall mean and shall be deemed to have occurred as of the first day on which any one of the following conditions has been satisfied:
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Notwithstanding any other provision of this Section to the contrary, an occurrence shall not constitute a Change In Control if it does not constitute a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and its interpretive regulations.
4.7.3 In the event of a Timely Qualifying Termination, then, in lieu of all other benefits under this Agreement, the Company’s obligation to pay and provide You compensation and benefits under this Agreement shall immediately terminate, except: (a) You shall be entitled to receive that portion of Your Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide You such other payments and benefits, if any, which had vested hereunder before the termination date; (c) the Company shall pay to You, in a lump sum not later than thirty (30) calendar days after the termination date, an amount equal to two times one hundred fifty-five percent (155%) of Your Base Salary for the fiscal year in which the termination occurs; (d) the Company shall pay You, in a lump sum not later than thirty (30) calendar days after the termination date, an amount equal to eighteen (18) times the COBRA Premium Rate; and (e) the Company shall provide You with reasonable and appropriate out-placement services, as determined and coordinated by the Company, by paying a fee, not to exceed Two Thousand Five Hundred Dollars ($2,500.00), to an outplacement services provider selected by the Company, provided that such services shall not extend past the end of the second taxable year following the taxable year in which the Timely Qualifying Termination occurs. Payment and provision of the severance compensation and benefits set forth in subparts (c), (d) and (e) of this Section 4.7.3 are subject to the terms and conditions of Section 4.10 and Section 9.2 of this Agreement.
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You understand that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
You understand and agree that Confidential Information includes information developed by You in the course of Your employment by the Company as if the Company furnished the same Confidential Information to You in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to You; provided that, such information was not made available by, or is not known by the public as a result of, any direct or indirect fault of You or person(s) acting on Your behalf.
5.3 Disclosure and Use Restrictions. You agree and covenant: (a) to treat all Confidential Information as strictly confidential; (b) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of Your authorized employment duties to the Company or with the prior consent of the Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (c) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents,
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records, files, media or other resources from the premises or control of the Company, except (x) as required in the performance of Your authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and in the ordinary course of such duties), (y) with the prior consent of the Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such consent), or (z) in connection with Your reporting possible violations of law or regulations to any governmental agency or making other disclosures protected under any applicable whistleblower laws. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid subpoena or order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. You shall, unless prohibited by applicable law, promptly provide written notice of any such subpoena or order to the Chief Executive Officer.
5.4 Survival of Non-Disclosure Obligations. You understand and acknowledge that Your obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon You first having access to such Confidential Information (whether before or after You begin employment by the Company) and shall continue during and after Your employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of Your breach of this Agreement or breach by those acting in concert with You or on Your behalf.
5.5 Defend Trade Secrets Act Notice. Notwithstanding anything to the contrary in this Section 5, any other provision of this Agreement or any policy of the Company, You may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and You do not disclose the trade secret except pursuant to a court order. In the event a disclosure is made, and You file a lawsuit against the Company alleging that the Company retaliated against You because of Your disclosure, You may disclose the relevant trade secret or Confidential Information to Your attorney and may use the same in the court proceeding only if (x) You ensure that any court filing that includes the trade secret or Confidential Information at issue is made under seal; and (y) You do not otherwise disclose the trade secret or Confidential Information except as required by court order
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5.6 Other Permitted Disclosures. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement prohibits or restricts: (i) You from disclosing or discussing conduct You reasonably believe to be illegal harassment, illegal discrimination, illegal retaliation, wage and hour violations, or sexual assault, that is recognized as illegal under state, federal, or common law, or that is recognized as against the clear mandate of public policy, occurring in the workplace, at work-related events coordinated by or through the Company (or any of its affiliates), between employees, or between Company (or any of its affiliates) and any employee, whether on or off the work premises; (ii) You (or Your attorney) from filing a charge or complaint with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other securities regulatory agency or authority, the Occupational Safety and Health Administration (OSHA), any other self-regulatory organization, or any other federal or state regulatory authority or law enforcement agency (collectively, “Government Agencies”) if (A) You use commercially reasonable efforts to ensure that any filing that includes the trade secret or Confidential Information at issue is made under seal or other confidential manner and (B) You do not otherwise disclose the trade secret or Confidential Information except as required by order of the Government Agency; (iii) Your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency without notice to Company; or (iv) Your right to receive an award for information provided to any Government Agencies.
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To You: Erik Gast
[REDACTED]
[REDACTED]
To Company: Chief Executive Officer
Shoe Carnival, Inc.
7500 East Columbia Street
Evansville, IN 47715
Either party may designate a different address by providing written notice to the other party.
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[Remainder of page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Employment and Noncompetition Agreement as of the date set forth above.
SHOE CARNIVAL, INC. EMPLOYEE
By: /s/ Mark J. Worden /s/ Erik Gast
ERIK GAST
Its: President & CEO
EX-99.1
SHOE CARNIVAL ANNOUNCES APPOINTMENT OF ERIK GAST AS CHIEF FINANCIAL OFFICER
Gast to succeed W. Kerry Jackson, effective April 24, 2023
Gast brings over 30 years of experience in finance, including with major retailers and customer facing brands
Evansville, Indiana, March 16, 2023 - Shoe Carnival, Inc. (Nasdaq: SCVL) (the “Company”), a leading retailer of footwear and accessories for the family, today announced that Erik Gast has been named the Company’s Executive Vice President, Chief Financial Officer, effective April 24, 2023.
Bringing over 30 years of finance experience with both private and public companies, Mr. Gast will join the Company from Fleet Farm Group, LLC, where he has been the Executive Vice President & Chief Financial Officer since 2020. In that role, Mr. Gast was instrumental in driving improved financial performance and developing long term strategic plans. Prior to that position, Mr. Gast held numerous executive leadership roles at other major retailers and customer facing brands, including serving as the Senior Vice President, Finance & Chief Accounting Officer at Great Wolf Resorts and serving in Vice President, Finance, Controller and Treasurer positions at Pilot Travel Centers, Family Dollar and Ace Hardware. Mr. Gast holds a bachelor’s degree in accounting from Bethany College and an MBA from The Ohio State University and is a Certified Public Accountant.
Mark J. Worden, the Company’s President and Chief Executive Officer, commented, “We’re excited to welcome Erik to our leadership team. His distinguished career in finance and accounting, along with his experience in strategic planning, mergers and acquisitions, and his deep knowledge of the retail industry, will play a key role in our strategic growth initiatives as we seek to become a multi-billion-dollar retailer.”
Mr. Gast succeeds W. Kerry Jackson, who will be retiring after a 35-year career with the Company. Mr. Jackson will continue to serve as the Company’s Senior Executive Vice President, Chief Financial and Administrative Officer and Treasurer until April 24, 2023, and will remain with the Company as its Chief Administrative Officer until his retirement on May 9, 2023 to assist with the transition.
Mr. Worden further commented, “On behalf of the Board of Directors and management, I’d also like to thank Kerry for his leadership and many contributions over the course of his career with Shoe Carnival. Kerry has helped Shoe Carnival accomplish numerous significant milestones, including our initial public offering in 1993, exceeding the $1 billion annual sales mark in fiscal 2016 and completing our first acquisition in the Company’s history in 2021. We deeply appreciate his contributions and wish him the best in his well-earned retirement.”
About Shoe Carnival
Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, offering a broad assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. As of March 16, 2023, the Company operates 397 stores in 35 states and Puerto Rico under its Shoe Carnival and Shoe Station banners and offers shopping at www.shoecarnival.com and
www.shoestation.com. Headquartered in Evansville, IN, Shoe Carnival, Inc. trades on The Nasdaq Stock Market LLC under the symbol SCVL. Press releases and the Company’s annual report are available on the Company's website at www.shoecarnival.com.
Contact Information
W. Kerry Jackson
Shoe Carnival Investor Relations
(812) 867-4034
Cautionary Statement Regarding Forward-Looking Information
As used herein, “we”, “our” and “us” refer to Shoe Carnival, Inc. This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties, including statements relating to expectations and projections regarding the Company’s future performance. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to: our ability to control costs and meet our labor needs in a rising wage, inflationary, and/or supply chain constrained environment; our ability to maintain current promotional intensity levels; the duration, spread and any remaining effects of the COVID-19 pandemic, mitigating efforts deployed, including the effects of government stimulus on consumer spending, and the pandemic’s overall impact on our operations; our ability to achieve expected operating results, synergies, and other benefits from the Shoe Station acquisition within expected time frames, or at all; the potential impact of national and international security concerns, including those caused by war and terrorism, on the retail environment; general economic conditions in the areas of the continental United States and Puerto Rico where our stores are located; the effects and duration of economic downturns and unemployment rates; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; our ability to generate increased sales; our ability to successfully navigate the increasing use of online retailers for fashion purchases and the impact on traffic and transactions in our physical stores; the success of the open-air shopping centers where many of our stores are located and its impact on our ability to attract customers to our stores; our ability to attract customers to our e-commerce platform and to successfully grow our omnichannel sales; the effectiveness of our inventory management, including our ability to manage key merchandise vendor relationships and direct-to-consumer initiatives; changes in our relationships with other key suppliers; changes in the political and economic environments in, the status of trade relations with, and the impact of changes in trade policies and tariffs impacting, China and other countries which are the major manufacturers of footwear; the impact of competition and pricing; our ability to successfully manage and execute our marketing initiatives and maintain positive brand perception and recognition; our ability to successfully manage our current real estate portfolio and leasing obligations; changes in weather, including patterns impacted by climate change; changes in consumer buying trends and our ability to identify and respond to emerging fashion trends; the impact of disruptions in our distribution or information technology operations; the impact of natural disasters, other public health crises, political crises, civil unrest, and other catastrophic events on our operations and the operations of our suppliers, as well as on consumer confidence and purchasing in general; risks associated with the seasonality of the retail industry; the impact of unauthorized disclosure or misuse of personal and confidential information about our customers, vendors and employees, including as a result of a cybersecurity breach; our ability to successfully execute our business strategy, including the availability of desirable store locations at acceptable lease terms, our ability to identify, consummate or effectively integrate future acquisitions, our ability to implement and adapt to new technology and systems, our ability to open new stores in a timely and profitable manner, including our entry into major new markets, and the availability of sufficient funds to implement our business plans; higher than anticipated costs associated with the closing of underperforming stores; the inability of manufacturers to deliver products in a timely manner; an increase in the cost, or a disruption
in the flow, of imported goods; the impact of regulatory changes in the United States, including minimum wage laws and regulations, and the countries where our manufacturers are located; the resolution of litigation or regulatory proceedings in which we are or may become involved; continued volatility and disruption in the capital and credit markets; future stock repurchases under our stock repurchase program and future dividend payments; and other factors described in the Company’s SEC filings, including the Company’s latest Annual Report on Form 10-K. In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as “believes,” “expects,” “aims,” “may,” “will,” “should,” “seeks,” “pro forma,” “anticipates,” “intends” or the negative of any of these terms, or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press release to reflect future events or developments.