Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of
The summary of the Amended Plan is qualified in its entirety by reference to the
full text of the Amended Plan, which is filed as E xhibit 99.1 to the
registration statement on Form S-8 filed by the Company with the
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 listed below, each of which is described in greater detail in the
Company's definitive proxy statement filed with the
Proposal 1: Election of Director Nominees
Votes regarding the election of the Class I director nominees were as follows:
Name of Nominee Votes For Votes Withheld Broker Non-Votes Harvey L. Sonnenberg 112,233,333 1,883,051 6,676,928 Allan J. Tanenbaum 112,004,543 2,111,841 6,676,928
Based on the votes set forth above, Messrs. Sonnenberg and Tanenbaum were duly
elected as Class I directors with terms expiring in 2023. The following persons
continue to serve as Class II directors:
Proposal 2: Ratification of Auditor
Votes regarding the ratification of the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 119,463,848 839,649 489,815 -
Based on the votes set forth above, the appointment of
Proposal 3: Non-Binding Advisory Vote on the Compensation of Named Executive Officers
Votes regarding the non-binding, advisory vote on the 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 112,641,916 863,481 610,987 6,676,928
Based on the votes set forth above, the compensation of the Company's named executive officers was approved.
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Proposal 4: Amendment and Restatement of the
Votes regarding the amendment and restatement of the
Votes For Votes Against Abstentions Broker Non-Votes 81,803,783 31,743,811 568,790 6,676,928
Based on the votes set forth above, the amendment and restatement of the
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Designer Brands Inc. By: /s/Michelle C. Krall Michelle C. Krall Senior Vice President, General Counsel and Secretary Date:July 15, 2020
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