What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-21 · 22 added, 107 removed, 157 unchanged (45% of the section changed)

5 unchanged sentences

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 28, 2023.

6 unchanged sentences

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.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

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.

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 on Schedule 14A for the 2023 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.

EXECUTIVE COMPENSATION

12 unchanged sentences

• 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 Statements of Operations for the years ended January 28, 2023, January 29, 2022, and January 30, 2021

• Consolidated Statements of Comprehensive Income (Loss) for the years ended January 28, 2023, January 29, 2022, and January 30, 2021

• Consolidated Balance Sheets as of January 28, 2023 and January 29, 2022

• Consolidated Statements of Shareholders' Equity for the years ended January 29, 2022, January 30, 2021 and February 1, 2020

• Consolidated Statements of Cash Flows for the years ended January 29, 2022, January 30, 2021 and February 1, 2020

• Consolidated Statements of Shareholders' Equity for the years ended January 28, 2023, January 29, 2022, and January 30, 2021

• Consolidated Statements of Cash Flows for the years ended January 28, 2023, January 29, 2022, and January 30, 2021

• Notes to the Consolidated Financial Statements

7 unchanged sentences

8-K/A 001-32545 2/25/2011 2.1

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

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.

18 unchanged sentences

10-Q 001-10767 06/18/2002 10.6

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

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.

10 unchanged sentences

10-K 001-32545 3/24/2016 10.2.2

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

2014 Long-Term Incentive Plan.

18 unchanged sentences

Form of Director Stock Unit Agreement (2021).

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

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

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

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

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

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

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

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

Designer Brands Inc.

5 unchanged sentences

8-K 001-32545 11/1/2012 10.2

Master Separation Agreement, dated July 5, 2005, between DSW Inc.

and Retail Ventures, Inc.

8-K 001-10767 7/11/2005 10.1

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

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

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

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

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

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

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

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

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

Nonqualified Deferred Compensation Plan.

10-Q 001-32545 12/13/2007 10.1

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

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

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

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

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

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

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

Employment Agreement, dated March 27, 2009, between William L.

12 unchanged sentences

Standard Executive Severance Agreement, dated January 30, 2022, between James Weinberg and Designer Brands Inc.

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.

Credit Agreement, dated as of March 30, 2022, among Designer Brands Inc., Designer Brands Canada Inc., certain of domestic and Canadian subsidiaries as borrowers, other loan parties thereto, the lenders party thereto, The Huntington National Bank, as Administrative Agent, The Huntington National Bank, Bank of Montreal and Bank of America, N.A., as Joint Bookrunners and Joint Lead Arrangers, and PNC Bank, National Association, as Documentation Agent.

8-K 001-32545 4/5/2022 10.1

Amended and Restated Nonqualified Deferred Compensation Plan

10-Q 001-32545 12/1/2022 10.1

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit Number

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

Transition and Consulting Agreement, dated January 4, 2023, between Roger L.

Rawlins and Designer Brands Inc.

Amended Executive Severance Agreement, dated January 4, 2023, between David H.

Howe and Designer Brands, Inc.

List of Subsidiaries.

22 unchanged sentences

March 16, 2023 By:

/s/ 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.

/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)

Rawlins Chief Executive Officer and Director March 16, 2023

Rawlins (Principal Executive Officer)

Poff Executive Vice President and Chief Financial Officer March 16, 2023

Poff (Principal Financial Officer)

/s/ Mark Haley Senior Vice President and Controller March 16, 2023

7 unchanged sentences

* Director March 16, 2023

Schottenstein

2 unchanged sentences

* Director March 16, 2023

Ekta Singh-Bushell

/s/ Jared Poff

Jared Poff (Attorney-in-fact)

Poff (Attorney-in-fact)

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.

What changed 10-K

Item 9A. Controls and Procedures