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 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. As of March 9, 2023, there were 201 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. 19 Table of contents DIVIDENDS 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. It is anticipated that dividends will be declared on a quarterly basis. 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. 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 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. A s of January 28, 2023 , $187.4 million of Class A common shares remained available for repurchase under the program. 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. Shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions. (in thousands, except per share amounts) (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 30, 2022 to November 26, 2022 (1) 6 $ 14.61 — $ 187,386 November 27, 2022 to December 31, 2022 — $ — — $ 187,386 January 1, 2023 to January 28, 2023 (1) 1 $ 9.09 — $ 187,386 7 $ 14.36 — (1) The total number of shares repurchased represents shares withheld in connection with tax payments due upon vesting of employee restricted stock awards. RESTRICTIONS The ABL Revolver contains customary covenants restricting our activities, including limitations on the ability to pay dividends or repurchase stock. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. 20 Table of contents 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 February 3, 2018 and that all dividends were reinvested. This comparison includes the period beginning February 3, 2018 and ended January 28, 2023. Company / Index February 3, 2018 February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023 Designer Brands Inc. $ 100.00 $ 142.06 $ 79.84 $ 69.80 $ 72.88 $ 57.85 S&P MidCap 400 Index $ 100.00 $ 97.58 $ 108.18 $ 128.14 $ 142.95 $ 145.97 S&P MidCap 400 Retail Index $ 100.00 $ 102.05 $ 101.01 $ 176.31 $ 178.58 $ 164.63 ITEM 6. [RESERVED]