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 Designer Brands Inc. (the "Company") held on July 14, 2020 (the "Annual Meeting"), shareholders of the Company approved the Designer Brands Inc. 2014 Long-Term Equity Incentive Plan (as Amended and Restated) (the "Amended Plan"). The Amended Plan is a long-term incentive plan pursuant to which awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other awards may be granted to employees (including executive officers), consultants, and non-employee directors of the Company and its affiliates. The Amended Plan was adopted principally to increase the number of Class A Common Shares of the Company reserved for equity-based awards by 11,000,000 shares. No awards may be granted under the Amended Plan after July 14, 2030.

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 Securities and Exchange Commission (the "SEC") on July 14, 2020 and incorporated herein by reference.

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 SEC on May 29, 2020 (the "Proxy Statement"). Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.

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: Peter S. Cobb, Roger L. Rawlins, Jay L. Schottenstein, and Joanne Zaiac. The following persons continue to serve as Class III directors: Elaine J. Eisenman, Joanna T. Lau, and Joseph A. Schottenstein.

Proposal 2: Ratification of Auditor

Votes regarding the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2021 were as follows:



  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 Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2021 was duly ratified.

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.

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

Proposal 4: Amendment and Restatement of the Designer Brands Inc. 2014 Long-Term Equity Incentive Plan

Votes regarding the amendment and restatement of the Designer Brands Inc. 2014 Long-Term Equity Incentive Plan were as follows:



 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 Designer Brands Inc. 2014 Long-Term Equity Incentive Plan was approved.

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



                                  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

© Edgar Online, source Glimpses