Designer Brands Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Form 10-K, that such disclosure controls and procedures were effective. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting for us (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Management assessed the effectiveness of our internal control system as of January 29, 2022. In making its assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting. Deloitte & Touche LLP (PCAOB ID No. 34 ), our independent registered public accounting firm, has issued an attestation report covering our internal control over financial reporting, as stated in its report which is included herein. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING No change was made in our internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d -15(e), during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION The information set forth below is included herein, by our option, for the purpose of providing disclosure under "Item 1.02 - Termination of a Material Definitive Agreement" of Form 8-K. On March 15, 2022, we terminated our Equity Distribution Agreement (the "ATM Agreement") with BMO Capital Markets Corp., pursuant to which we were entitled, but not required, to offer and sell up to $100 million of our Class A common shares. The termination was effective March 15, 2022. As of the date of the termination, we had not sold any shares under the ATM Agreement. We will not incur any termination penalties as a result of this termination. ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 60 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information contained under the captions " INFORMATION ABOUT OUR EXECUTIVE OFFICERS ," " PROPOSAL 1- ELECTION OF DIRECTORS " and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION " in our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information contained under the captions " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION ," " REPORT OF THE COMPENSATION COMMITTEE ," " COMPENSATION DISCUSSION AND ANALYSIS " and the related tabular disclosure, and " FISCAL YEAR 2021 DIRECTOR COMPENSATION " in the Proxy Statement is incorporated herein by reference. Notwithstanding the foregoing, the information contained in the Proxy Statement under the caption " REPORT OF THE COMPENSATION COMMITTEE " shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the Exchange Act. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS The information contained under the caption " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT " and " EQUITY COMPENSATION PLAN INFORMATION " in the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information contained under the captions " CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS " and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION " in the Proxy Statement is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information contained under the caption " AUDIT AND OTHER SERVICE FEES " in the Proxy Statement is incorporated herein by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES (a) The following documents are filed as a part of this Form 10-K: (1) CONSOLIDATED FINANCIAL STATEMENTS The following consolidated financial statements are included in Part II, Item 8 of this Form 10-K: • Report of Independent Registered Public Accounting Firm • Consolidated Statements of Operations for the years ended January 29, 2022, January 30, 2021 and February 1, 2020 • Consolidated Statements of Comprehensive Income (Loss) for the years ended January 29, 2022, January 30, 2021 and February 1, 2020 • Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021 • Consolidated Statements of Shareholders' Equity for the years ended January 29, 2022, January 30, 2021 and February 1, 2020 61 • Consolidated Statements of Cash Flows for the years ended January 29, 2022, January 30, 2021 and February 1, 2020 • Notes to the Consolidated Financial Statements (2) CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedules not filed are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or the notes thereto. (3) and (b) EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 2.1 Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. 8-K/A 001-32545 2/25/2011 2.1 2.2 Agreement of Purchase and Sale, dated October 31, 2012, among DSW Inc., 4300 East Fifth Avenue LLC, 4300 Venture 34910 LLC, and 4300 Venture 6729 LLC. 8-K 001-32545 11/1/2012 2.1 2.3 Securities Purchase Agreement, dated as of October 10, 2018, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections. 8-K 001-32545 10/11/2018 2.1 2.3.1 Amendment to Securities Purchase Agreement, dated October 10, 2018, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections. 10-K 001-32545 03/26/2019 2.4.1 2.3.2 Side Letter to Securities Purchase Agreement, dated January 31, 2019, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections. 10-K 001-32545 03/26/2019 2.4.2 3.1 Amended and Restated Articles of Incorporation of Designer Brands Inc. dated March 19, 2019. 10-K 001-32545 03/26/2019 3.1 3.2 Amended and Restated Code of Regulations. 10-K 001-32545 04/13/2006 3.2 4.1 Specimen Class A Common Shares Certificate. 10-Q 001-32545 06/4/2019 4.1 4.2 Description of Designer Brands Inc.'s Securities Registered Under Section 12 of the Securities Exchange Act of 1934. 10-K 001-32545 05/01/2020 4.2 10.1 Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores Corporation. 10-Q 001-10767 06/18/2002 10.6 62 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 10.1.1 Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Schottenstein Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management Company and DSW Inc. related thereto. 8-K 001-10767 07/11/2005 10.5 10.2# Employment Agreement, dated March 4, 2005, between Deborah L. Ferrée and DSW Inc. S-1 333-123289 03/14/2005 10.4 10.2.1# First Amendment to Employment Agreement, dated December 31, 2007, between Deborah L. Ferrée and DSW Inc. 10-K 001-32545 4/17/2008 10.2.1 10.2.2# Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah L. Ferrée and DSW Inc. 10-K 001-32545 3/24/2016 10.2.2 10.3# DSW Inc. 2014 Long-Term Incentive Plan. Schedule 14A 001-32545 4/30/2014 Appendix C 10.3.1# First Amendment to DSW Inc. 2014 Long-Term Incentive Plan, dated January 31, 2018. 10-K 001-32545 3/26/2019 10.3.1 10.3.2# Designer Brands Inc. 2014 Long-Term Incentive Plan (as Amended and Restated). S-8 333-239853 7/14/2020 99.1 10.3. 3 # Form of Restricted Stock Units Award Agreement for Employees (2020). 10-K 001-32545 5/1/2020 10.3.2 10.3. 4 # Form of Stock Units for Automatic Grants to Non-employee Directors (2020). 10-K 001-32545 5/1/2020 10.3.3 10.3. 5 # Form of Nonqualified Stock Option Award Agreement for Employees (2020). 10-K 001-32545 5/1/2020 10.3.4 10.3. 6 # Form of Performance-Based Restricted Stock Units Award Agreement for Employees (2020). 10-K 001-32545 5/1/2020 10.3.5 10.3. 7 # Form of Restricted Stock Units Award Agreement for Canada Employees (2020). 10-K 001-32545 5/1/2020 10.3.6 10.3.8#* Form of Performance Share Agreement (2021). - - - - 10.3.9#* Form of Director Stock Unit Agreement (2021). - - - - 10.4 Credit Agreement, dated August 25, 2017, among DSW Inc., as the lead borrower, certain of its Canadian subsidiaries that may become borrowers thereunder, Designer Brand Inc.'s domestic subsidiaries as guarantors, the lenders party thereto, and PNC Bank, National Association, as administrative agent for the lenders. 8-K 001-32545 8/31/2017 10.1 10.4.1 First Amendment to Credit Agreement, dated as of January 30, 2018, by and among DSW Inc., the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent. 10-K 001-32545 5/1/2020 10.4.1 10.4.2 Second Amendment to Credit Agreement, dated as of October 10, 2018, by and among DSW Inc., the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent. 8-K 001-32545 10/11/2018 10.1 10.4.3 Third Amendment to Credit Agreement, dated as of March 16, 2020, by and among Designer Brands Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent. 10-K 001-32545 5/1/2020 10.4.3 63 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 10.4.4 Fourth Amendment to Credit Agreement, dated as of April 30, 2020, by and among Designer Brands Inc., the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent. 10-K 001-32545 5/1/2020 10.4.4 10.4.5 Pledge and Security Agreement, dated April 30, 2020, by and among each of the Grantors referred to therein, in favor of PNC Bank, National Association, in its capacity as administrative and collateral agent for the Secured Parties referred to therein. 10-K 001-32545 5/1/2020 10.4.5 10.5 Cost Sharing Agreement, dated November 1, 2012, between 4300 East Fifth Avenue LLC and 810 AC LLC, a wholly owned subsidiary of DSW. 8-K 001-32545 11/2/2012 10.1 10.6# * Designer Brands Inc. Cash Incentive Plan. - - - - 10.7 Form of Indemnification Agreement between Designer Brands Inc. and its officers and directors. 10-K 001-32545 5/1/2020 10.7 10.8 Management Agreement, dated November 1, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW. 8-K 001-32545 11/01/2012 10.2 10.9 Master Separation Agreement, dated July 5, 2005, between DSW Inc. and Retail Ventures, Inc. 8-K 001-10767 7/11/2005 10.1 10.9.1 Amendment to Master Separation Agreement between DSW Inc. and Retail Ventures, Inc., dated May 26, 2011. 8-K 001-32545 5/26/2011 10.1 10.10 Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. 8-K 001-32545 6/5/2006 10.1 10.10.1 First Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Entered into August 26, 2008. 10-K 001-32545 3/23/2018 10.11.1 10.10.2 Second Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Entered into February 23, 2012. 10-K 001-32545 3/23/2018 10.11.2 10.10.3 Third Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Entered into September 10, 2013. 10-K 001-32545 3/23/2018 10.11.3 10.10.4 Fourth Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Entered into on July 31, 2014. 10-K 001-32545 3/23/2018 10.11.4 10.10.5 Fifth Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Entered into on March 14, 2017. 10-K 001-32545 3/23/2018 10.11.5 10.10.6 Sixth Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Entered into on December 6, 2017. 10-K 001-32545 3/23/2018 10.11.6 10.10.7 Seventh Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between Designer Brands Inc. and Stein Mart Inc. Entered into on May 13, 2020. 10-Q 001-32545 6/19/2020 10.5 10.11# Nonqualified Deferred Compensation Plan. 10-Q 001-32545 12/13/2007 10.1 64 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 10.12 Agreement of Lease, dated October 1, 2007, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. 8-K 001-32545 3/6/2008 10.1 10.12.1 Lease Amendment to Agreement of Lease, dated September 29, 2009, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. 10-Q 001-32545 12/3/2009 10.1 10.12.2 Second Lease Amendment to Agreement of Lease, dated November 30, 2010, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. 10-K 001-32545 3/22/2011 10.56.2 10.12.3 Third Lease Amendment to Agreement of Lease, dated March 1, 2013, between 4300 Venture 34910 LLC, a Schottenstein Affiliate, and eTailDirect LLC re: fulfillment center. 10-Q 001-32545 6/7/2013 10.1 10.12.4 Fourth Lease Amendment to Agreement of Lease, dated December 23, 2016, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. 10-K 001-32545 3/26/2019 10.12.4 10.13 Guaranty by DSW Inc. to 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation re: Lease, dated October 1, 2007 between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: new fulfillment center for the business of dsw.com. 8-K 001-32545 3/6/2008 10.5 10.14# Employment Agreement, dated March 27, 2009, between William L. Jordan and DSW Inc. 10-K 001-32545 4/1/2009 10.61 10.14.1# First Amendment to Employment Agreement, dated November 9, 2015, between William L. Jordan and DSW Inc. 10-K 001-32545 3/24/2016 10.29.1 10.15# Amended and Restated Standard Executive Severance Agreement, dated December 6, 2019, between Designer Brands Inc. and Roger Rawlins. 10-Q 001-32545 12/10/2019 10.1 10.1 6 # Standard Executive Severance Agreement, dated July 20, 2016, between Jared Poff and DSW Inc. 10-Q 001-32545 9/1/2016 10.1 10. 17 # Standard Executive Severance Agreement, dated April 9, 2020, between Mary Turner and Designer Brands Inc. 10-K 001-32545 5/1/2020 10.21 10.18#* Standard Executive Severance Agreement, dated January 30, 2022, between James Weinberg and Designer Brands Inc. - - - - 10. 1 9 Term Loan Credit Agreement, dated August 7, 2020, among Designers Brands Inc., as the lead borrower, Designer Brands Canada Inc., as the Canadian Borrower, certain of its domestic and Canadian subsidiaries as guarantors, the lenders party thereto, and Sixth Street Specialty Lending, Inc. as Administrative Agent and Lead Arranger. 8-K 001-32545 8/7/2020 10.1 65 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 10. 20 ABL Credit Agreement, dated August 7, 2020, among Designer Brands Inc., as the lead borrower, Designer Brands Canada Inc., as the Canadian Borrower, certain of its domestic and Canadian subsidiaries that may become borrowers thereunder, the Designer Brand Inc.'s domestic and Canadian subsidiaries as guarantors, the lenders party thereto, and PNC Bank, National Association as administrative agent of the lenders. 8-K 001-32545 8/7/2020 10.2 21.1* List of Subsidiaries. - - - - 23.1* Consent of Independent Registered Public Accounting Firm. - - - - 24.1* Powers of Attorney. - - - - 31.1* Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer. - - - - 31.2* Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer. - - - - 32.1** Section 1350 Certification - Principal Executive Officer. - - - - 32.2** Section 1350 Certification - Principal Financial Officer. - - - - 101* The following materials from the Designer Brands Inc. Annual Report on Form 10-K for the year ended January 29, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Shareholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. - - - - 104* Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. - - - - * Filed herewith ** Furnished herewith # Management contract or compensatory plan or arrangement (c) Additional Financial Statement Schedules None. ITEM 16. FORM 10-K SUMMARY None. 66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DESIGNER BRANDS INC. March 21, 2022 By: /s/ Jared Poff Jared Poff, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Roger Rawlins Chief Executive Officer and Director March 21, 2022 Roger Rawlins (Principal Executive Officer) /s/ Jared Poff Executive Vice President and Chief Financial Officer March 21, 2022 Jared Poff (Principal Financial Officer) /s/ Mark Haley Senior Vice President and Controller March 21, 2022 Mark Haley (Principal Accounting Officer) * Executive Chairman of the Board and Director March 21, 2022 Jay L. Schottenstein * Director March 21, 2022 Peter Cobb * Director March 21, 2022 Joanne Zaiac * Director March 21, 2022 Elaine J. Eisenman * Director March 21, 2022 Joanna T. Lau * Director March 21, 2022 Joseph A. Schottenstein * Director March 21, 2022 Harvey L. Sonnenberg * Director March 21, 2022 Allan J. Tanenbaum * Director March 21, 2022 Ekta Singh-Bushell *By: /s/ Jared Poff Jared Poff (Attorney-in-fact) 67