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 9, 2021 (April 5, 2021)
SHOE CARNIVAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Indiana |
0-21360 |
35-1736614 |
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(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 |
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(Address of Principal Executive Offices) |
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(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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
Amendments to the Employment and Noncompetition Agreements of Clifton E. Sifford and W. Kerry Jackson
On April 7, 2021 and April 5, 2021, Mr. Sifford and Mr. Jackson, respectively, and Shoe Carnival, Inc. (the “Company”) entered into an amendment (together, the “Amendments”) to each executive’s respective Amended and Restated Employment and Noncompetition Agreement, dated December 11, 2008 (together, the “Employment Agreements”). The Amendments amend and restate Section 5.7 of the Employment Agreements to eliminate the Company’s obligation to pay Mr. Sifford and Mr. Jackson a gross-up payment equal to the excise and other taxes they might otherwise owe pursuant to Section 4999 of the Internal Revenue Code upon a change in control, and instead provide that, in the event of an “excess parachute payment,” the aggregate payments and benefits otherwise constituting the parachute payment may be reduced in order to eliminate the impact of the excise tax under Section 4999 of the Internal Revenue Code if such reduction would result in a higher net payment to the executive.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, which are filed as Exhibit 10.1 for Mr. Sifford and as Exhibit 10.2 for Mr. Jackson hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No. |
Exhibits |
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10.1 |
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10.2 |
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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: April 9, 2021 |
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
FIRST AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This First Amendment to Amended and Restated Employment and Noncompetition Agreement (this “Amendment”) is made and entered into as of April 7, 2021 (the “Effective Date”), by and between Shoe Carnival, Inc., an Indiana corporation (the “Company”), and Clifton E. Sifford (“Employee”).
RECITALS
A.The Company and Employee are parties to that certain Amended and Restated Employment and Noncompetition Agreement executed on December 11, 2008 (the “Employment Agreement”).
B.The Company and Employee desire to amend the Employment Agreement in accordance with this Amendment.
AGREEMENT
In consideration of the foregoing recitals, the provisions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:
1.Section 5.7 of the Employment Agreement is amended and restated in its entirety as follows:
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5.7 |
Potential Parachute Payment Adjustment. If any payment or benefit to be paid or provided to Employee under this Agreement, taken together with any payments or benefits otherwise paid or provided to Employee by the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504 of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (the “other arrangements”), would collectively constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the net after-tax amount of such parachute payment to Employee is less than what the net after-tax amount to Employee would be if the aggregate payments and benefits otherwise constituting the parachute payment were limited to three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) less $1.00, then the aggregate payments and benefits otherwise constituting the parachute payment shall be reduced to an amount that shall equal three times Employee’s base amount, less $1.00. Should such a reduction in payments and benefits be required, Employee shall be entitled, subject to the following sentence, to designate those payments and benefits under this Agreement or the other arrangements that will be reduced or eliminated so as to achieve the specified reduction in aggregate payments and benefits to Employee and avoid characterization of such aggregate payments and benefits as a parachute payment. The Company will provide Employee with all information Employee reasonably request to permit Employee to make such designation. To the extent that Employee’s ability to make such a designation would cause any of the payments |
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and benefits to become subject to any additional tax under 409A, or if Employee fail to make such a designation within ten (10) business days of receiving the requested information from the Company, then the Company shall achieve the necessary reduction in such payments and benefits by first reducing or eliminating the portion of the payments and benefits that are payable in cash and then by reducing or eliminating the non-cash portion of the payments and benefits, in each case in reverse order beginning with payments and benefits which are to be paid or provided the furthest in time from the date of the Company’s determination. For purposes of this Section, a net after-tax amount shall be determined by taking into account all applicable income, excise and employment taxes, whether imposed at the federal, state or local level, including the excise tax imposed under Section 4999 of the Code. |
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2.This Amendment may be executed in one or more counterparts (or upon separate signature pages bound together into one or more counterparts), all of which taken together shall constitute but one amendment. Signatures transmitted by facsimile or other electronic means (including, without limitation, DocuSign or .pdf format) shall be effective the same as original signatures for execution of this Amendment.
3.Except as otherwise expressly provided in this Amendment, all of the terms and provisions of the Employment Agreement remain in full force and effect, and fully binding on the Company and Employee.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Employment and Noncompetition Agreement to be effective on the day and year first written above.
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COMPANY SHOE CARNIVAL, INC.
By: /s/ Sean Georges
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EMPLOYEE
/s/ Clifton E. Sifford Clifton E. Sifford
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EX-10.2
FIRST AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AND NONCOMPETITION AGREEMENT
This First Amendment to Amended and Restated Employment and Noncompetition Agreement (this “Amendment”) is made and entered into as of April 5, 2021 (the “Effective Date”), by and between Shoe Carnival, Inc., an Indiana corporation (the “Company”), and W. Kerry Jackson (“Employee”).
RECITALS
A.The Company and Employee are parties to that certain Amended and Restated Employment and Noncompetition Agreement executed on December 11, 2008 (the “Employment Agreement”).
B.The Company and Employee desire to amend the Employment Agreement in accordance with this Amendment.
AGREEMENT
In consideration of the foregoing recitals, the provisions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:
1.Section 5.7 of the Employment Agreement is amended and restated in its entirety as follows:
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5.7 |
Potential Parachute Payment Adjustment. If any payment or benefit to be paid or provided to Employee under this Agreement, taken together with any payments or benefits otherwise paid or provided to Employee by the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504 of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (the “other arrangements”), would collectively constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and if the net after-tax amount of such parachute payment to Employee is less than what the net after-tax amount to Employee would be if the aggregate payments and benefits otherwise constituting the parachute payment were limited to three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) less $1.00, then the aggregate payments and benefits otherwise constituting the parachute payment shall be reduced to an amount that shall equal three times Employee’s base amount, less $1.00. Should such a reduction in payments and benefits be required, Employee shall be entitled, subject to the following sentence, to designate those payments and benefits under this Agreement or the other arrangements that will be reduced or eliminated so as to achieve the specified reduction in aggregate payments and benefits to Employee and avoid characterization of such aggregate payments and benefits as a parachute payment. The Company will provide Employee with all information Employee reasonably request to permit Employee to make such designation. To the extent that Employee’s ability to make such a designation would cause any of |
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the payments and benefits to become subject to any additional tax under 409A, or if Employee fail to make such a designation within ten (10) business days of receiving the requested information from the Company, then the Company shall achieve the necessary reduction in such payments and benefits by first reducing or eliminating the portion of the payments and benefits that are payable in cash and then by reducing or eliminating the non-cash portion of the payments and benefits, in each case in reverse order beginning with payments and benefits which are to be paid or provided the furthest in time from the date of the Company’s determination. For purposes of this Section, a net after-tax amount shall be determined by taking into account all applicable income, excise and employment taxes, whether imposed at the federal, state or local level, including the excise tax imposed under Section 4999 of the Code. |
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2.This Amendment may be executed in one or more counterparts (or upon separate signature pages bound together into one or more counterparts), all of which taken together shall constitute but one amendment. Signatures transmitted by facsimile or other electronic means (including, without limitation, DocuSign or .pdf format) shall be effective the same as original signatures for execution of this Amendment.
3.Except as otherwise expressly provided in this Amendment, all of the terms and provisions of the Employment Agreement remain in full force and effect, and fully binding on the Company and Employee.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Employment and Noncompetition Agreement to be effective on the day and year first written above.
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COMPANY
SHOE CARNIVAL, INC.
By: /s/ Sean Georges
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EMPLOYEE
/s/ W. Kerry Jackson W. Kerry Jackson
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