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  4. [8-K] Designer Brands Inc. Reports Material Event

Designer Brands (DBI) holders back directors, auditor and Code amendments

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Designer Brands Inc. reported results from its June 17, 2026 Annual Meeting of Shareholders and related governance changes. Shareholders approved amendments to the company’s Amended and Restated Code of Regulations, which add advance notice procedures, adjust voting standards, permit uncertificated shares, and update indemnification and board amendment provisions.

Four Class I directors were elected to terms ending at the 2029 Annual Meeting, the appointment of Deloitte & Touche LLP as independent auditor for the fiscal year ending January 30, 2027 was ratified, and the fiscal 2025 compensation of named executive officers received advisory approval.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Sonnenberg 88,887,051 votes Election of Class I director Harvey L. Sonnenberg
Votes for Howe 89,638,219 votes Election of Class I director Douglas M. Howe
Auditor ratification support 97,258,468 votes for Ratification of Deloitte & Touche LLP for FY ending January 30, 2027
Executive pay advisory support 87,243,495 votes for Advisory vote on fiscal 2025 named executive officer compensation
Advance notice amendment support 84,126,212 votes for Proposal 4a to revise and enhance advance notice procedures
Indemnification amendment support 75,248,334 votes for Proposal 4d amending director and officer indemnification provisions
Board amendment authority support 83,137,064 votes for Proposal 4e authorizing board to amend Code under Ohio law
advance notice procedures regulatory
"provide for advance notice procedures for proposals of business by shareholders"
uncertificated shares financial
"expressly permit the issuance of uncertificated shares"
indemnification regulatory
"revise the provisions relating to indemnification of directors, officers, employees"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote regulatory
"approval of the non-binding, advisory vote on the fiscal 2025 compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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Understanding 8-K Material Events →
0001319947false1/3000013199472026-06-182026-06-18

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): June 17, 2026
Designer Brands Inc.
(Exact name of registrant as specified in its charter)
     
Ohio 001-32545 31-0746639
(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
   
810 DSW Drive, Columbus, Ohio
 43219
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (614) 237-7100
 
 N/A
(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:
☐ 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Shares, without par valueDBINew York Stock Exchange
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 17, 2026, Designer Brands Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved certain amendments to the Company’s Amended and Restated Code of Regulations (as further amended and restated, the “Code”), which were effective immediately following the Annual Meeting. As further described in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on May 7, 2026 (the “Proxy Statement”), under “Proposal 4 – Approval of Amendments to our Code of Regulations,” the amendments to the Code: (i) provide for advance notice procedures for proposals of business by shareholders and enhance the procedural mechanics and disclosure requirements relating to advance notice of director nominations made by shareholders; (ii) modify the voting standard for approval of matters other than the election of directors; (iii) expressly permit the issuance of uncertificated shares; (iv) revise the provisions relating to indemnification of directors, officers, employees, agents and other third parties, advancement of expenses, director limitation of liability, and related matters; (v) authorize the Company’s Board of Directors to amend the Code to the extent permitted by Ohio law; and (vi) make certain other clarifying, technical and conforming changes.

The foregoing description of the amendments to the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code filed herewith as Exhibit 3.1 and incorporated herein by reference. A marked copy illustrating the changes made to the Code is incorporated by reference herewith from the Proxy Statement as Exhibit 3.2.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 17, 2026, the Company’s shareholders considered and voted on the matters set forth below, each of which is described in greater detail in the Proxy Statement. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting.

Proposal 1: Election of Four Class I Director Nominees

Voting results regarding the election of four Class I director nominees were as follows:

Name of Nominee
Votes For
Votes Withheld
Broker Non-Votes
Harvey L. Sonnenberg88,887,051872,2767,890,356
Allan J. Tanenbaum81,988,2537,771,0747,890,356
Peter S. Cobb80,813,6518,945,6767,890,356
Douglas M. Howe89,638,219121,1087,890,356

Based on the voting results set forth above, Messrs. Harvey L. Sonnenberg, Allan J. Tanenbaum, Peter S. Cobb and Douglas M. Howe were each duly elected as Class I directors with terms expiring at the Company's 2029 Annual Meeting of Shareholders.

Proposal 2: Ratification of Appointment of Deloitte & Touche LLP

Voting results regarding the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
97,258,468384,6026,613—

Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 was duly ratified.

Proposal 3: Advisory Approval of Named Executive Officer Fiscal 2025 Compensation

Voting results regarding the approval of the non-binding, advisory vote on the fiscal 2025 compensation of the Company’s named executive officers as reported in the Proxy Statement were as follows:



Votes For
Votes Against
Abstentions
Broker Non-Votes
87,243,4952,346,086169,7467,890,356

Based on the voting results set forth above, the fiscal 2025 compensation of the Company’s named executive officers was approved on an advisory basis.

Proposal 4: Approval of Amendments to the Company's Amended and Restated Code of Regulations

Voting results regarding the approval of each of the amendments to the Code were as follows:

Proposal 4a. Revise and Enhance the Company's Advance Notice Procedures

Votes For
Votes Against
Abstentions
Broker Non-Votes
84,126,2125,606,57226,5437,890,356

Proposal 4b. Modify the Voting Standard for Approval of Matters Other Than the Election of Directors

Votes For
Votes Against
Abstentions
Broker Non-Votes
89,657,14267,13435,0517,890,356

Proposal 4c. Expressly Permit the Issuance of Uncertificated Shares

Votes For
Votes Against
Abstentions
Broker Non-Votes
89,633,609102,84522,8737,890,356

Proposal 4d. Amend the Provisions Relating to Director and Officer Indemnification and Related Matters

Votes For
Votes Against
Abstentions
Broker Non-Votes
75,248,33414,460,67350,3207,890,356

Proposal 4e. Authorize the Company's Board of Directors to Amend the Code to the Extent Permitted by Ohio Law

Votes For
Votes Against
Abstentions
Broker Non-Votes
83,137,0646,579,29342,9707,890,356

Proposal 4f. Make Certain Other Clarifying, Technical and Conforming Changes

Votes For
Votes Against
Abstentions
Broker Non-Votes
89,632,87987,89038,5587,890,356

Based on the voting results set forth above, each of the amendments to the Code was approved.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
3.1
 
Second Amended and Restated Code of Regulations (effective as of June 17, 2026).
3.2Second Amended and Restated Code of Regulations (effective as of June 17, 2026) (marked copy) (incorporated herein by reference to Appendix A of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 7, 2026).
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



Signature  
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.  
Designer Brands Inc.
By:/s/ Lisa M. Yerrace
Lisa M. Yerrace
Senior Vice President, General Counsel and Corporate Secretary
Date:June 18, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Designer Brands (DBI) shareholders approve at the 2026 annual meeting?

Shareholders approved amendments to the Code of Regulations adding advance notice procedures, adjusting voting standards, allowing uncertificated shares, updating indemnification provisions, authorizing board amendments under Ohio law, and making clarifying and technical changes. These updates modernize how the company handles shareholder proposals, director nominations, and director and officer protections.

Which directors were elected at Designer Brands (DBI) June 17, 2026 annual meeting?

Shareholders elected Harvey L. Sonnenberg, Allan J. Tanenbaum, Peter S. Cobb, and Douglas M. Howe as Class I directors. Each will serve a term expiring at the 2029 Annual Meeting of Shareholders, continuing board oversight and leadership continuity for Designer Brands’ governance structure.

Did Designer Brands (DBI) shareholders approve executive compensation for fiscal 2025?

Yes. The advisory vote on fiscal 2025 compensation for named executive officers received 87,243,495 votes for, 2,346,086 against, and 169,746 abstentions, with 7,890,356 broker non-votes. This reflects shareholder support for the reported compensation program on a non-binding basis.

Who is Designer Brands’ (DBI) independent auditor for the fiscal year ending January 30, 2027?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027. The ratification received 97,258,468 votes for, 384,602 against, and 6,613 abstentions, with no broker non-votes reported for this proposal.

How did Designer Brands (DBI) shareholders vote on advance notice and other Code amendments?

Shareholders approved all Code amendments. For advance notice enhancements, 84,126,212 voted for and 5,606,572 against. Other proposals on voting standards, uncertificated shares, indemnification, board amendment authority, and technical changes also passed with strong majorities and consistent broker non-vote levels.

Where can investors see the full text of Designer Brands’ amended Code of Regulations?

The full Second Amended and Restated Code of Regulations, effective June 17, 2026, is filed as Exhibit 3.1. A marked copy showing changes, incorporated from the May 7, 2026 definitive proxy statement, is provided as Exhibit 3.2 for detailed comparison of revisions.

Filing Exhibits & Attachments

4 documents

Other Documents