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 U.S. Management assessed the effectiveness of our internal control system as of January 28, 2023. 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 None. ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 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 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. 63 Table of contents 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 2022 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 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 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 (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. 64 Table of contents (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 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 2.2.1 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 2.2.2 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 5/1/2020 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 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 65 Table of contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 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#* Designer Brands Inc. Cash Incentive Plan. - - - - 10.5 Form of Indemnification Agreement between Designer Brands Inc. and its officers and directors. 10-K 001-32545 5/1/2020 10.7 10.6 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 11/1/2012 10.2 10.7# Employment Agreement, dated March 27, 2009, between William L. Jordan and DSW Inc. 10-K 001-32545 4/1/2009 10.61 10.7.1# 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 10.8# 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 10.9# Standard Executive Severance Agreement, dated July 20, 2016, between Jared Poff and DSW Inc. 10-Q 001-32545 9/1/2016 10.1 10.10# Standard Executive Severance Agreement, dated April 9, 2020, between Mary Turner and Designer Brands Inc. 10-K 001-32545 5/1/2020 10.21 10.11#* Standard Executive Severance Agreement, dated January 30, 2022, between James Weinberg and Designer Brands Inc. - - - - 10.12# 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 10.13# Amended and Restated Nonqualified Deferred Compensation Plan 10-Q 001-32545 12/1/2022 10.1 66 Table of contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number 10.14#* Transition and Consulting Agreement, dated January 4, 2023, between Roger L. Rawlins and Designer Brands Inc. - - - - 10.15#* Amended Executive Severance Agreement, dated January 4, 2023, between David H. Howe and Designer Brands, Inc. - - - - 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 28, 2023, 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. 67 Table of contents 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 16, 2023 By: /s/ Jared A. Poff Jared A. 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 L. Rawlins Chief Executive Officer and Director March 16, 2023 Roger L. Rawlins (Principal Executive Officer) /s/ Jared A. Poff Executive Vice President and Chief Financial Officer March 16, 2023 Jared A. Poff (Principal Financial Officer) /s/ Mark Haley Senior Vice President and Controller March 16, 2023 Mark Haley (Principal Accounting Officer) * Executive Chairman of the Board and Director March 16, 2023 Jay L. Schottenstein * Director March 16, 2023 Peter S. Cobb * Director March 16, 2023 Elaine J. Eisenman * Director March 16, 2023 Tami J. Fersko * Director March 16, 2023 Joanna T. Lau * Director March 16, 2023 Rich Paul * Director March 16, 2023 Joseph A. Schottenstein * Director March 16, 2023 Harvey L. Sonnenberg * Director March 16, 2023 Allan J. Tanenbaum * Director March 16, 2023 Joanne Zaiac *By: /s/ Jared A. Poff Jared A. Poff (Attorney-in-fact) 68