Designer Brands (DBI) Proxy filing summary

Executive summary

• Fiscal 2025 saw disciplined execution, sequential improvement in key financial metrics, and a focus on transformation initiatives, despite a 3.9% decrease in net sales and a net loss of $8.4 million.

• Strategic priorities included elevating product assortment, improving inventory productivity, and launching a new brand positioning campaign.

• Organizational changes in early 2026 included a new CFO, streamlined retail structure, and right-sizing of shared services to enhance efficiency.

• The company remains committed to long-term shareholder value creation and ongoing business transformation.

Voting matters and shareholder proposals

• Shareholders will vote on: election of four Class I directors, ratification of Deloitte as independent auditor for 2026, advisory approval of 2025 executive compensation, and amendments to the Code of Regulations.

• Amendments include enhanced advance notice procedures, modified voting standards, permitting uncertificated shares, updated indemnification provisions, board authority to amend regulations, and technical changes.

• Each sub-proposal under the Code of Regulations is voted on separately and is not contingent on the others.

Board of directors and corporate governance

• The board consists of 12 members divided into three classes, with two-thirds currently independent and all committees composed entirely of independent directors.

• Board leadership is separated between CEO and Executive Chairman roles; independent directors meet regularly without management.

• Annual board and committee evaluations, stock ownership guidelines, and robust governance policies are in place.

• Board diversity: 33% female, 25% racially/ethnically diverse, and 42% age 65 or under.