What changed in this filing

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Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-16 · 58 added, 38 removed, 141 unchanged (41% of the section changed)

6 unchanged sentences

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.

Management assessed the effectiveness of our internal control system as of February 3, 2024.

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).

5 unchanged sentences

OTHER INFORMATION

During the three months ended February 3, 2024, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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 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.

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 2024 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.

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.

The information contained under the captions " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION ," " REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE ," " COMPENSATION DISCUSSION AND ANALYSIS " and the related tabular disclosure, and " FISCAL 2023 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 HUMAN CAPITAL AND 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

4 unchanged sentences

The information contained under the caption " AUDIT AND OTHER SERVICE FEES " in the Proxy Statement is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

(a) The following documents are filed as a part of this Form 10-K:

2 unchanged sentences

• 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

• Consolidated Statements of Operations for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Statements of Comprehensive Income for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023

• Consolidated Statements of Shareholders' Equity for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

• Consolidated Statements of Cash Flows for the years ended February 3, 2024, January 28, 2023, and January 29, 2022

• Notes to the Consolidated Financial Statements

(2) CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

(2) CONSOLIDATED FINANCIAL STATEMENTS 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.

5 unchanged sentences

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

Securities Purchase Agreement, dated October 10, 2018, 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

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.

Amendment to Securities Purchase Agreement, dated October 10, 2018, 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

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.

Side Letter to Securities Purchase Agreement, dated January 31, 2019, 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.

9 unchanged sentences

10-K 001-32545 5/1/2020 4.2

Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores Corporation.

Corporate Services Agreement, dated June 11, 2002, between Retail Ventures, Inc.

and Schottenstein Stores Corporation.

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

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.

Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Inc., 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

Employment Agreement, dated March 4, 2005, between Deborah L.

Ferrée and DSW Inc.

Employment Agreement, dated March 24, 2005, between Deborah Ferrée and DSW Inc.

S-1 333-123289 03/14/2005 10.4

First Amendment to Employment Agreement, dated December 31, 2007, between Deborah L.

Ferrée and DSW Inc.

First Amendment to Employment Agreement, dated December 31, 2007, between Deborah Ferrée and DSW Inc.

10-K 001-32545 4/17/2008 10.2.1

Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah L.

Ferrée and DSW Inc.

Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah Ferrée and DSW Inc.

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

21 unchanged sentences

Form of Performance Share Agreement (2021).

10-K 001-32545 3/16/2023 10.3.8

Form of Director Stock Unit Agreement (2021).

10-K 001-32545 3/16/2023 10.3.9

Form of Performance Share Agreement (2022).

Form of Restricted Stock Units Agreement for Employees (2022).

Designer Brands Inc.

Cash Incentive Plan.

10-K 001-32545 3/16/2023 10.4

Form of Indemnification Agreement between Designer Brands Inc.

1 unchanged sentence

10-K 001-32545 5/1/2020 10.7

Management Agreement, dated November 1, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW.

Management Agreement, dated October 30, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW Inc.

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

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

Jordan and DSW Inc.

Standard Executive Employment Agreement, dated March 27, 2009, between William Jordan and DSW Inc.

10-K 001-32545 4/1/2009 10.61

First Amendment to Employment Agreement, dated November 9, 2015, between William L.

Jordan and DSW Inc.

First Amendment to Standard Executive Employment Agreement, dated November 9, 2015, between William Jordan and DSW Inc.

10-K 001-32545 3/24/2016 10.29.1

7 unchanged sentences

Standard Executive Severance Agreement, dated January 22, 2022, between James Weinberg and Designer Brands Inc.

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.

10-K 001-32545 3/16/2023 10.11

Amended and Restated Nonqualified Deferred Compensation Plan

Amended and Restated Executive Severance Agreement, dated January 4, 2023, between Douglas M.

Howe and Designer Brands Inc.

10-Q 001-32545 6/8/2023 10.1

Standard Executive Agreement, dated August 4, 2023, between Laura Denk and Designer Brands Inc.

10-K 001-32545 9/7/2023 10.1

Standard Executive Agreement, dated August 4, 2023, between Andrea O'Donnell and Designer Brands Inc.

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit Number

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

Amended and Restated Nonqualified Deferred Compensation Plan.

Transition and Consulting Agreement, dated August 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.

10-K 001-32545 3/16/2023 10.14

Credit Agreement, dated March 30, 2022, among Designer Brands Inc., Designer Brands Canada Inc., certain 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

First Amendment to Credit Agreement, dated February 28, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain 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 3/3/2023 10.1

Joinder and Second Amendment to Credit Agreement, dated June 23, 2023, among Designer Brand Inc., Designer Brands Canada Inc., certain 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.

10-Q 001-32545 9/7/2023 10.3

Term Credit Agreement, dated June 23, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger.

8-K 001-32545 6/23/2023 10.1

First Amendment to Term Credit Agreement, dated September 21, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger.

10-Q 001-32545 12/5/2023 10.1

List of Subsidiaries.

3 unchanged sentences

Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer.

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Section 1350 Certification - Principal Executive Officer.

Section 1350 Certification - Principal Financial Officer.

Policy Relating to Recover of Erroneously Awarded Compensation - - - -

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):

Annual Report on Form 10-K for the year ended February 3, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Operations;

(ii) Consolidated Statements of Comprehensive Income (Loss);

(ii) Consolidated Statements of Comprehensive Income;

(iii) Consolidated Balance Sheets;

11 unchanged sentences

March 25, 2024 By:

Executive Vice President and Chief Financial Officer

Executive Vice President, Chief Financial Officer and Chief Administrative 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.

Rawlins Chief Executive Officer and Director March 16, 2023

Rawlins (Principal Executive Officer)

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

/s/ Douglas M.

Howe Chief Executive Officer and Director March 25, 2024

Howe (Principal Executive Officer)

Poff Executive Vice President, Chief Financial Officer and Chief Administrative Officer March 25, 2024

Poff (Principal Financial Officer)

15 unchanged sentences

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