Designer Brands Inc.

06/18/2026 | Press release | Distributed by Public on 06/18/2026 04:47

Proxy Results, Amendments to Bylaws (Form 8-K)

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. Sonnenberg 88,887,051 872,276 7,890,356
Allan J. Tanenbaum 81,988,253 7,771,074 7,890,356
Peter S. Cobb 80,813,651 8,945,676 7,890,356
Douglas M. Howe 89,638,219 121,108 7,890,356
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
97,258,468 384,602 6,613 -
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
87,243,495 2,346,086 169,746 7,890,356
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
84,126,212 5,606,572 26,543 7,890,356
Proposal 4b. Modify the Voting Standard for Approval of Matters Other Than the Election of Directors
Votes For
Votes Against
Abstentions
Broker Non-Votes
89,657,142 67,134 35,051 7,890,356
Proposal 4c. Expressly Permit the Issuance of Uncertificated Shares
Votes For
Votes Against
Abstentions
Broker Non-Votes
89,633,609 102,845 22,873 7,890,356
Proposal 4d. Amend the Provisions Relating to Director and Officer Indemnification and Related Matters
Votes For
Votes Against
Abstentions
Broker Non-Votes
75,248,334 14,460,673 50,320 7,890,356
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
83,137,064 6,579,293 42,970 7,890,356
Proposal 4f. Make Certain Other Clarifying, Technical and Conforming Changes
Votes For
Votes Against
Abstentions
Broker Non-Votes
89,632,879 87,890 38,558 7,890,356
Based on the voting results set forth above, each of the amendments to the Code was approved.
Designer Brands Inc. published this content on June 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 18, 2026 at 10:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]