Designer Brands 8-K: High Support for Directors, Auditor & Say-on-Pay

Rhea-AI Filing Summary

Designer Brands Inc. (NYSE: DBI) filed an 8-K disclosing final voting results from its 18 June 2025 Annual Meeting (Item 5.07). Shareholders re-elected all four Class III directors—John W. Atkinson, Elaine J. Eisenman, Joanna T. Lau and Joseph A. Schottenstein—to new terms ending in 2028. Support levels were high (≈89%-99%), although Ms. Lau recorded the lowest approval at 89.1%.

The meeting also saw a 99.5% vote in favor of retaining Deloitte & Touche LLP as independent auditor for FY 2025, reinforcing auditor continuity. In the non-binding “say-on-pay” ballot, 91.3% of votes supported FY 2024 executive compensation, indicating broad but not unanimous endorsement of the Company’s pay practices. No other material actions or corporate transactions were reported.

Overall, the results signal stable corporate governance with no surprises likely to affect near-term valuation or strategic direction.

Positive

• All Class III directors re-elected, ensuring board continuity through 2028.
• Auditor Deloitte & Touche LLP ratified with 99.5% support, signaling investor confidence in financial reporting.
• Say-on-pay achieved 91.3% approval, indicating broad shareholder alignment on executive compensation.

Negative

• Director Joanna T. Lau received a 10.9% withhold vote, higher dissent than peers, hinting at isolated governance concerns.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; high approval for board, auditor and pay; one director receives modestly higher dissent.

Shareholder sentiment toward Designer Brands remains favorable. Re-election percentages above 98% for three directors and 89% for Ms. Lau indicate minimal governance friction. Ratification of Deloitte at 99.5% eliminates audit-related risk. The 91% say-on-pay approval suggests investors are broadly comfortable with remuneration, though 8% opposition plus 6% abstentions warrant monitoring, particularly if performance lags. Overall governance risk profile remains low.

Portfolio Manager

TL;DR: Neutral event; confirms stability, no impact on cash flows or valuation.

The 8-K contains no financial metrics, capital allocation changes, or strategic announcements—only voting outcomes. Because all proposals passed easily, there is no catalyst for share-price movement. Slightly elevated withhold on Joanna Lau and >6 million abstentions on pay are worth flagging, but not yet material. I view the filing as administratively necessary and non-impactful for portfolio positioning.

0001319947false00013199472024-06-202024-06-20

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 18, 2025

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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Shares, without par value			DBI			New 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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders considered and voted on the matters set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the SEC on May 5, 2025 (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 III Director Nominees

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

Name of Nominee			Votes For			Votes Withheld			Broker Non-Votes
John W. Atkinson			85,891,625			632,765			8,844,248
Elaine J. Eisenman			85,682,002			842,388			8,844,248
Joanna T. Lau			77,120,975			9,403,415			8,844,248
Joseph A. Schottenstein			85,608,204			916,186			8,844,248

Based on the voting results set forth above, Messrs. John W. Atkinson and Joseph A. Schottenstein and Mses. Elaine J. Eisenman and Joanna T. Lau were each duly elected as Class III directors with terms expiring at the Company's 2028 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 31, 2026 were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
94,937,854			417,989			12,795			—

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 31, 2026 was duly ratified.

Proposal 3: Advisory Approval of Named Executive Officer Fiscal 2024 Compensation

Voting results regarding the non-binding, advisory vote on the fiscal 2024 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
79,030,560			1,938,053			5,555,777			8,844,248

Based on the voting results set forth above, the fiscal 2024 compensation of the Company’s named executive officers was approved on an advisory basis.

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 20, 2025

FAQ

What were the 2025 Annual Meeting results for Designer Brands (DBI)?

All four Class III directors were re-elected, the auditor was ratified, and say-on-pay passed with 91.3% support.

Which director received the lowest support at DBI's 2025 meeting?

Joanna T. Lau, with 89.1% of votes cast in favor and 10.9% withheld.

Did shareholders approve Designer Brands' 2024 executive compensation?

Yes. 79.0 million votes (91.3%) were cast in favor versus 1.9 million against.

Was Deloitte & Touche LLP reappointed as DBI's auditor?

Yes. 99.5% of votes supported retaining Deloitte & Touche LLP for FY 2025.

Does the 8-K include any financial results or guidance?

No. The filing strictly covers shareholder voting outcomes; no earnings or guidance were provided.