Designer Brands Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DBI
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (614 ) 237-7100
| N/A | ||
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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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 | |||||||||||||