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COMMON SHARES
−Removed: 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.
+Added: 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 converted into 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.
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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.
−Removed: 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.
+Added: The payment of any future dividends is at the discretion of our Board of Directors and is based on our future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition, and any other relevant factors.
+Added: It is anticipated that dividends will be declared on a quarterly basis.
+Added: On March 15, 2023, the Board of Directors declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares.
+Added: The dividend will be paid on April 14, 2023 to shareholders of record as of the close of business on March 31, 2023.
SHARE REPURCHASE PROGRAM
−Removed: 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.
−Removed: During 2021, we did not repurchase any Class A common shares.
−Removed: 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.
−Removed: Any share repurchases will be completed in the open market at times and in amounts considered appropriate based on price and market conditions.
−Removed: The ABL Revolver contains covenants restricting our ability to pay dividends or repurchase stock.
−Removed: There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions.
−Removed: As of March 14, 2022, we were limited in our ability to pay dividends or repurchase stock above a maximum of $63.1 million.
+Added: 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.
+Added: A s of January 28, 2023 , $187.4 million of Class A common shares remained available for repurchase under the program.
+Added: The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program.
+Added: Shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.
+Added: (in thousands, except per share amounts) (a)
+Added: Total Number of Shares Purchased (b)
+Added: Average Price Paid per Share (c)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Programs (d)
+Added: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
+Added: October 30, 2022 to November 26, 2022 (1)
+Added: 6 $ 14.61 — $ 187,386
+Added: November 27, 2022 to December 31, 2022 — $ — — $ 187,386
+Added: January 1, 2023 to January 28, 2023 (1)
+Added: 1 $ 9.09 — $ 187,386
+Added: (1) The total number of shares repurchased represents shares withheld in connection with tax payments due upon vesting of employee restricted stock awards.
+Added: The ABL Revolver contains customary covenants restricting our activities, including limitations on the ability to pay dividends or repurchase stock.
+Added: There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability.
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.
−Removed: 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.
−Removed: This comparison includes the period ended January 28, 2017 through the period ended January 29, 2022.
−Removed: Company / Index January 28, 2017 February 3, 2018 February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022
+Added: The comparison of the cumulative total returns for each investment assumes that $100 was invested on February 3, 2018 and that all dividends were reinvested.
+Added: This comparison includes the period beginning February 3, 2018 and ended January 28, 2023.
+Added: Company / Index February 3, 2018 February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023
Designer Brands Inc.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.