Designer Brands Inc. 10-K

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES COMMON SHARES Our Class A common shares are listed for trading on the NYSE under the ticker symbol "DBI." There is currently no public market for the Company's Class B common shares, but the Class B common shares can be exchanged for the Company's Class A common shares at the election of the holder on a share for share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval. As of March 14, 2022, there were 197 holders of record of our Class A common shares and 13 holders of record of our Class B common shares. Th e number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in "street names" or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories. DIVIDENDS The payment of dividends is subject to the restrictions imposed by the ABL Revolver and is at the discretion of our Board of Directors, which considers our expectations of future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition, and any other relevant factors. SHARE REPURCHASE PROGRAM On August 17, 2017, the Board of Directors authorized the repurchase of an additional $500 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization, with $334.9 million of Class A common shares that remain authorized for repurchase under the program as of January 29, 2022. During 2021, we did not repurchase any Class A common shares. The share repurchase program is subject to restrictions imposed by the ABL Revolver and may be suspended, modified, or discontinued at any time, and we have no obligation to repurchase any amount of our common shares under the program. Any share repurchases will be completed in the open market at times and in amounts considered appropriate based on price and market conditions. RESTRICTIONS The ABL Revolver contains covenants restricting our ability to pay dividends or repurchase stock. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions. As of March 14, 2022, we were limited in our ability to pay dividends or repurchase stock above a maximum of $63.1 million. 19 PERFORMANCE GRAPH The following graph compares our cumulative total shareholder return on our Class A common shares with the cumulative total returns of the Standard and Poor's ("S&P") MidCap 400 Index and the S&P MidCap 400 Retail Index, both of which are published indices. The comparison of the cumulative total returns for each investment assumes that $100 was invested on January 28, 2017 and that all dividends were reinvested. This comparison includes the period ended January 28, 2017 through the period ended January 29, 2022. Company / Index January 28, 2017 February 3, 2018 February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 Designer Brands Inc. $ 100.00 $ 99.50 $ 141.35 $ 79.44 $ 69.46 $ 72.52 S&P MidCap 400 Index $ 100.00 $ 115.74 $ 112.95 $ 125.21 $ 148.32 $ 165.45 S&P MidCap 400 Retail Index $ 100.00 $ 101.40 $ 103.48 $ 102.42 $ 178.77 $ 181.07 ITEM 6. [RESERVED]