🔖 What This Document Is — The "Meeting Invitation & Rulebook"

This is a preliminary proxy statement (PRE 14A) for Designer Brands Inc. (DBI), the parent company of DSW. Think of it as the official invitation, agenda, and rulebook for the company's 2026 Annual Shareholder Meeting.

👉 In simple terms: If you own DSW stock, this document tells you what's on the ballot, who's running the show, and how you can have your say before the big virtual meeting on June 17, 2026.

🏢 What The Company Does — The DSW Story

👉 In simple terms: Designer Brands is one of North America's largest footwear and accessories retailers. You probably know them best as DSW (Designer Shoe Warehouse). They sell a wide assortment of branded shoes through their DSW stores, e-commerce sites, and a network of wholesale partners. They also own and design their own brands like Camuto Group.

It's a tough, competitive retail environment, and the company says it's in the middle of a "transformation" to strengthen its business and grow long-term value.

🗳️ What You're Voting On — The Four Big Items

Shareholders get to vote on four main proposals. The company's Board of Directors recommends voting FOR all of them.

Proposal 1: Elect Four Directors You'll vote to elect four members to the Board (Harvey Sonnenberg, Allan Tanenbaum, Peter Cobb, and CEO Douglas Howe). They serve 3-year terms.

Proposal 2: Approve the Accountants You're asked to ratify (approve) the selection of Deloitte & Touche LLP as the company's independent auditor for fiscal 2026.

Proposal 3: The "Say-on-Pay" Vote This is a non-binding, advisory vote where shareholders express their opinion on the pay packages for the top executives (the "Named Executive Officers").

Proposal 4: Update the Corporate Rulebook This is a big one! You're voting on several amendments to the company's Code of Regulations (its internal rulebook). Key changes include:

• Modernizing meeting rules for the digital age.
• Changing how most shareholder votes are counted (from a majority of shares voted to a majority of shares outstanding).
• Cleaning up language about share ownership, legal protections for directors, and other technical details.

👉 Why it matters: This vote is about shaping the fundamental governance rules of the company, affecting how easily shareholders can propose changes and how decisions are made.

👥 Meet the Board & Leadership

The Board is split into three classes with staggered terms (a "classified board"). Here are the four people up for election this year:

• Harvey L. Sonnenberg (84): Former CPA with deep retail audit experience.
• Allan J. Tanenbaum (79): Legal expert and corporate governance specialist.
• Peter S. Cobb (68): Co-founded eBags, brings e-commerce and digital retail expertise.
• Douglas M. Howe (65): The company's current CEO since 2023.

The Board highlights its independence (about 67% of directors) and the specialized skills of its members, from finance and tech to marketing and sports branding.

📜 Recent Leadership & Strategy Updates

The company's letter to shareholders outlines a challenging but improving 2025. Key moves heading into 2026 include:

• New CFO: Appointed Sheamus Toal in February 2026.
• New COO: Appointed Andrea O’Donnell (also President of Brands) to the new COO role in February 2026.
• Streamlining: Merged U.S. and Canada retail structures and "right-sized" shared services to cut costs and improve collaboration.
• Strategic Focus: The plan for 2026 is to "win with the merchandise that matters most," amplify the DSW brand, and improve the in-store experience.

💰 Executive Pay (Say-on-Pay) — Linking Pay to Performance

The Compensation Discussion & Analysis (starting around page 49) details how executive pay is structured to align with company performance. The Board wants your approval of the 2025 compensation for its top executives.

👉 Why it matters: This is your chance to send a message to the Board about whether you think the executives are being paid fairly for the company's performance. Last year, over 97% of votes were in favor of the pay packages.

⚖️ Governance & Sustainability Highlights

The filing details the company's commitment to governance and broader values:

• Governance: Separate CEO and Executive Chairman roles, annual Board evaluations, anti-hedging/pledging policies for executives, and regular shareholder engagement.
• Sustainability: Partnerships to recycle shoes (over 13 million diverted from landfills), use of recycled materials, and a goal to expand sustainable sourcing.
• Social Impact: Major partnership with Soles4Souls, donating 1.9 million pairs of shoes in 2025.
• Human Capital: Emphasis on an inclusive workplace, highlighted by a perfect score on the Human Rights Campaign's Corporate Equality Index for the sixth year.

🧠 The Analogy

Voting on these proposals is like being a silent partner in a large shoe store. The proxy statement is your annual review packet. You get to:

1. Re-hire or fire the store managers (electing the Board).
2. Approve the store's bookkeeper (ratifying the auditor).
3. Voice your opinion on the managers' bonuses (say-on-pay).
4. Help rewrite the store's employee handbook (approving the Code amendments).

🧩 Final Takeaway

The 2026 Designer Brands proxy is fundamentally about governance continuity and modernization. Shareholders are being asked to renew the Board's mandate and approve significant updates to the company's rulebook that will affect shareholder rights and corporate procedures for years to come. The "transformation" story will be judged not just by sales, but by the structure of the leadership and rules put in place to steer the ship.