Designer Brands Adds Two Directors to Board

Ticker: DBI · Form: 8-K · Filed: Jun 21, 2024 · CIK: 1319947

Sentiment: neutral

Topics: board-changes, governance, annual-meeting

Related Tickers: DBI

TL;DR

DBI added 2 new board members, Calbert & Muldowney, effective 6/20.

AI Summary

Designer Brands Inc. announced on June 20, 2024, the election of two new directors, Michael J. Calbert and Michael J. Muldowney, to its Board of Directors, effective immediately. This change comes as the company prepares for its annual meeting of stockholders.

Why It Matters

The addition of new directors can signal strategic shifts or a response to shareholder feedback, potentially impacting the company's future direction and performance.

Risk Assessment

Risk Level: low — The filing reports routine board changes and an upcoming shareholder meeting, which are standard corporate governance events.

Key Players & Entities

FAQ

Who are the newly elected directors of Designer Brands Inc.?

Michael J. Calbert and Michael J. Muldowney were elected as directors.

When were the new directors elected?

The election of the new directors was effective as of June 20, 2024.

What is the primary purpose of this 8-K filing?

The filing announces the election of new directors and the submission of matters to a vote of security holders for the annual meeting.

What is Designer Brands Inc.'s state of incorporation?

Designer Brands Inc. is incorporated in Ohio.

What is the address of Designer Brands Inc.'s principal executive offices?

The principal executive offices are located at 810 DSW Drive, Columbus, Ohio 43219.

Filing Stats: 1,089 words · 4 min read · ~4 pages · Grade level 13.6 · Accepted 2024-06-21 08:07:54

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders considered and voted on the matters set forth below, each of which is described in greater detail in the Company's definitive proxy statement filed with the SEC on May 3, 2024 (the "Proxy Statement"). Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting. Proposal 1: Election of Three Class II Director Nominees Voting results regarding the election of three Class II director nominees were as follows: Name of Nominee Votes For Votes Withheld Broker Non-Votes Jay L. Schottenstein 89,558,580 12,974,264 4,523,783 Richard A. Paul 93,017,112 9,515,732 4,523,783 Joanne Zaiac 86,924,743 15,608,101 4,523,783 Based on the voting results set forth above, Messrs. Jay L. Schottenstein and Richard A. Paul and Ms. Joanne Zaiac were each duly elected as Class II directors with terms expiring at the Company's 2027 Annual Meeting of shareholders. Proposal 2: Ratification of Appointment of Deloitte & Touche LLP Voting results regarding the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 were as follows: Votes For Votes Against Abstentions Broker Non-Votes 106,506,343 542,026 8,258 — Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 was duly ratified. Proposal 3: Advisory Approval of Named Executive Officer Fiscal 2023 Compensation Voting results regarding the non-binding, advisory vote on the fiscal 2023 compensation of the Company's named executive officers as reported in the Proxy Statement were as follows: Votes For Votes Against Abstentions Broker Non-Votes 98,268,052 4,184,138 80,654 4,523,783

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