What changed in this filing

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Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-25 · 46 added, 56 removed, 143 unchanged (42% of the section changed)

1 unchanged sentence

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")).

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 Rule 13a-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).

Management is responsible for establishing and maintaining adequate internal control over financial reporting for us (as defined in Rule 13a-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.

5 unchanged sentences

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.

No change was made in our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

During the three months ended February 1, 2025, none of our directors or executive officers adopted, modified, 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).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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 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.

The information contained under the captions " INFORMATION ABOUT OUR EXECUTIVE OFFICERS ," " PROPOSAL 1- ELECTION OF DIRECTORS ," " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION ," and " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT " in our Definitive Proxy Statement on Schedule 14A for the 2025 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 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.

The information contained under the captions " REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE ," " COMPENSATION DISCUSSION AND ANALYSIS " and the related tabular disclosure under " COMPENSATION TABLES ," and " FISCAL 2024 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

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.

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

The information contained under the caption " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT " in the Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

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

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT 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 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

• Consolidated Statements of Operations for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Comprehensive Income (Loss) for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

• Consolidated Statements of Shareholders' Equity for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Cash Flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Notes to the Consolidated Financial Statements

(2) CONSOLIDATED FINANCIAL STATEMENTS SCHEDULES

(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.

26 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, 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.

7 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.

Schedule 14A 001-32545 4/30/2014 Appendix C

First Amendment to DSW Inc.

2014 Long-Term Incentive Plan, dated January 31, 2018.

10-K 001-32545 3/26/2019 10.3.1

Designer Brands Inc.

2014 Long-Term Incentive Plan (as Amended and Restated).

S-8 333-239853 7/14/2020 99.1

Form of Restricted Stock Units Award Agreement for Employees (2020).

10-K 001-32545 5/1/2020 10.3.2

Form of Stock Units for Automatic Grants to Non-employee Directors (2020).

10-K 001-32545 5/1/2020 10.3.3

Form of Nonqualified Stock Option Award Agreement for Employees (2020).

10-K 001-32545 5/1/2020 10.3.4

Form of Performance-Based Restricted Stock Units Award Agreement for Employees (2020).

10-K 001-32545 5/1/2020 10.3.5

Form of Restricted Stock Units Award Agreement for Canada Employees (2020).

Schedule 14A 001-32545 5/3/2024 Appendix A

Form of Director Stock Unit Agreement (2021).

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

1 unchanged sentence

10-K 001-32545 3/25/2024 10.3.10

Form of Director Stock Unit Agreement (2021).

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

10-K 001-32545 3/25/2024 10.3.11

Form of Restricted Stock Units Agreement (2023).

Form of Restricted Stock Units Agreement for Canada Employees (2023).

Form of Performance Share Agreement (2023).

Form of Performance Share Agreement for Canada Employees (2023).

Form of Restricted Stock Units Agreement for Employees (2024).

Form of Restricted Stock Units Agreement for Canada Employees (2024).

Form of Performance Share Agreement for Employees (2024).

Form of Performance Share Agreement for Canada Employees (2024).

Form of Director Stock Units Agreement (2024).

Designer Brands Inc.

6 unchanged sentences

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

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

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

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

Standard Executive Severance Agreement, dated July 20, 2016, between Jared Poff and DSW Inc.

2 unchanged sentences

10-K 001-32545 5/1/2020 10.21

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

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

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

1 unchanged sentence

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

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

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

Standard Executive Agreement, dated January 3, 2024, between Andrea O'Donnell and Designer Brands Inc.

10-K 001-32545 3/25/2024 10.14

Amended and Restated Nonqualified Deferred Compensation Plan.

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

Rawlins and Designer Brands Inc.

10-K 001-32545 3/25/2024 10.15

9 unchanged sentences

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

Second Amendment to Term Credit Agreement, dated March 3, 2025, 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.

Designer Brands Inc.

Insider Trading Policy.

List of Subsidiaries.

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Consent of Independent Registered Public Accounting Firm.

2 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 - - - -

Designer Brands Inc.

Compensation Recoupment Policy 10-K 001-32545 3/25/2024 97

The following materials from the Designer Brands Inc.

1 unchanged sentence

(i) Consolidated Statements of Operations;

(ii) Consolidated Statements of Comprehensive Income;

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

(iii) Consolidated Balance Sheets;

6 unchanged sentences

# Management contract or compensatory plan or arrangement

+ Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

10 unchanged sentences

Poff (Principal Financial Officer)

/s/ Mark Haley Senior Vice President and Controller March 25, 2024

Mark Haley (Principal Accounting Officer)

Haley Senior Vice President and Controller March 24, 2025

Haley (Principal Accounting Officer)

* Executive Chairman of the Board and Director March 24, 2025

12 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