Designer Brands (DBI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, at 1:00 p.m. ET, with virtual attendance available.

• Shareholders are invited to vote on key proposals, including director elections, auditor ratification, executive compensation, and amendments to the Code of Regulations.

Voting matters and shareholder proposals

• Election of four directors: Harvey L. Sonnenberg, Allan J. Tanenbaum, Peter S. Cobb, and Douglas M. Howe, all recommended by the board.

• Ratification of Deloitte & Touche LLP as independent registered accounting firm for fiscal year ending January 30, 2027.

• Advisory vote on executive compensation for the fiscal year ended January 31, 2026.

• Approval of amendments to the Code of Regulations, including advance notice procedures, voting standards, issuance of uncertificated shares, indemnification provisions, board authority for amendments, and technical changes.

Board of directors and corporate governance

• Board recommends all director nominees and all proposed amendments to the Code of Regulations.

• Amendments aim to enhance governance procedures and clarify technical aspects of regulations.