Item 2.02 Results of Operations and Financial Condition.
On December 10, 2019, Designer Brands Inc. (the "Company") issued a press
release announcing its consolidated financial results for the third quarter
ended November 2, 2019. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the
information in this Item 2.02, including Exhibit 99.1, is being furnished and
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that
section. Furthermore, the information in this Item 2.02 shall not be deemed to
be incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Officers; Compensatory Arrangements of Certain Officers.
On December 6, 2019, the Company amended and restated its Standard Executive
Severance Agreement with the Company's Chief Executive Officer, Roger Rawlins
(the "Amended Executive Severance Agreement"). The Amended Executive Severance
Agreement amends and restates the prior Standard Executive Severance Agreement,
dated December 21, 2015, between the Company and Mr. Rawlins, in order to
increase the time period from twelve (12) months to eighteen (18) months for the
following payment obligations of the Company in the event that Mr. Rawlins'
employment is terminated by the Company Without Cause (as such term is defined
therein): (i) base salary continuation, (ii) COBRA expense reimbursement, and
(iii) payment of Severance Cash Incentive Bonus (as defined therein), if any. In
addition, the non-solicitation and non-competition provisions of the Amended
Executive Severance Agreement were extended from twelve (12) months to eighteen
(18) months following termination of his employment for any reason, as were the
vesting periods for any issued Awards (as defined therein). Pursuant to the
Amended Executive Severance Agreement and in the event of his termination
Without Cause by the Company, Mr. Rawlins' right to receive a Severance Cash
Incentive Bonus was increased to one and a half (1.5) times the cash incentive
bonus that he would have received for the performance period had he not been
terminated, and any Severance Cash Incentive Bonus payable thereunder shall be
calculated based on whether, and to what extent, the Company's performance goals
were met for the performance period in which such termination Without Cause
actually took place, subject to the determination and discretion of the
Company's Compensation Committee.
The foregoing summary of the Amended Executive Severance Agreement with Mr.
Rawlins is not complete and is qualified in its entirety by reference to the
full text of such Amended Executive Severance Agreement, which will be filed as
an exhibit to the Company's next quarterly filing on Form 10-Q.
Item 8.01 Other Events.
The press release attached as Exhibit 99.1 also announced the declaration of a
dividend of $0.25 per share by the Company's Board of Directors, to be paid on
January 3, 2020 to shareholders of record at the close of business on
December 20, 2019. Subject to Item 2.02 of this Current Report on Form 8-K, the
description of the dividend set forth in the press release is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

        Exhibit Number        Description
         99.1                   Press Release of Designer Brands Inc., dated     December 10    ,
                              2019.
         104                  Cover Page Interactive Data File (embedded within the Inline XBRL
                              document).




--------------------------------------------------------------------------------

                                  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: December 10, 2019

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