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WOLVERINE WORLD WIDE INC /DE/

For the period ended May 1, 2025. Filed Mar 19, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2025 · Filed Mar 19, 2025

WWW$21.33-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

Wolverine World Wide, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER FROM THE CHAIRMAN

March 19, 2025

Dear Fellow Shareholders,

2024 was an important year in the transformation of Wolverine Worldwide.

I’m pleased to report that in 2024 the Company delivered on its plan for its shareholders, driven by significantly stronger financial performance, substantial improvement in talent and capabilities, and a stronger foundation for sustainable long-term growth. The Board will continue to actively engage with the management team in developing and overseeing execution of the Company’s clear strategy, taking into account volatile market conditions.

We would like to extend special thanks to Dave Kollat and Jodi Bricker for their valuable contributions over the years. They are not standing for reelection this year, and we will miss them. To ensure the Board continues to be equipped with the right mix of skills and experiences, we plan to fill these seats with new directors who bring a powerful range of backgrounds and relevant growth-oriented industry expertise.

We are confident Wolverine will make meaningful progress in the year ahead.

On behalf of the entire Board of Directors, thank you for your continued support.

Sincerely,

Tom Long

Chairman of the Board

2025 PROXY STATEMENT1

LETTER FROM THE CEO

Delivering an Ambitious Turnaround

Entering 2024, we had outlined a three-phase plan to turn around Wolverine Worldwide – focused on stabilizing the Company, transforming the organization, and ultimately inflecting to growth – and our team delivered across all aspects of this effort. We successfully completed the stabilization phase and strengthened the balance sheet, finishing the year with less than half the debt we held 24 months earlier and the cleanest inventory position since the pandemic. We also meaningfully improved the business’ profitability, achieving record gross margin and delivering earnings per share nearly six times greater than the prior year. Finally, and importantly, the Company inflected to growth in the final quarter of 2024 – establishing momentum for the year ahead.

Accelerating Growth

While it’s early in our inflection phase, Wolverine Worldwide is indeed growing again – with the Saucony brand leading the way, which is expected to deliver a mid-teens increase in 2025. Our growth is due in large part to the good progress we’ve made to transform the Company and begin to once again build our tremendous brands around the world. We reshaped our portfolio for enhanced focus, and we’ve developed stronger capabilities to execute our Brand-building Model – intent on building awesome products, telling amazing stories, and driving the business. To underpin our model, we bolstered consumer and trend insights. To complement our product engine, we added new talent, implemented advanced tools for greater effectiveness and efficiency, and opened our first-ever Innovation Hub in downtown Boston to tap into the concentration of exceptional talent in the region. To strengthen our marketing capabilities, we recruited new marketing leadership across our brands and created an in-house studio for nimble asset creation to engage today’s always-on consumers. Finally, to help drive the business in the marketplace, we deployed brand protection measures and more disciplined distribution management, developed more strategic relationships with our partners domestically and internationally, and established a compelling platform to activate our brands with impact through our key city initiative – beginning in Tokyo and London. Wolverine Worldwide is a meaningfully different company today than it was a year ago, now poised to enable the profitable growth of our brands.

The Opportunity Ahead

Our brands are originals and leaders in attractive performance markets that we believe are aligned with long-term, macro consumer trends and provide a sizeable opportunity for penetration into broader lifestyle wearing occasions. We believe their potential is significant, and we are seeing our efforts begin to deliver results – giving us confidence in our strategy. In 2025 and beyond, we intend to take a balanced approach to further expand profitability while investing in our brands and capabilities to drive sustainable growth – all with a focus on maximizing returns and value for our shareholders.

Looking to the future, we are firmly focused as an organization on a new vision for Wolverine Worldwide:

Make.We make great things…
Every Day.Every day matters…
Better.Our consumers are moved to live…

Our team is proud of the work we’ve done, but we are not satisfied. We are driven by a vision to Make. Every Day. Better. for our consumers, our communities, and for you – our shareholders. The next chapter in our Company’s 142-year history – one fixated on growth – is undoubtedly the most important one yet. We can’t wait to deliver once again.

As always, thank you for your continued support of Wolverine Worldwide.

Be Well and Be Safe,

Christopher Hufnagel

President and Chief Executive Officer

2025 PROXY STATEMENT2

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

10:00 a.m. EDT, May 1, 2025

To Our Shareholders:

We invite you to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Wolverine World Wide, Inc. (“we,” “us,” the “Company,” “Wolverine Worldwide” or “Wolverine”). The meeting will be held on May 1, 2025, at 10:00 a.m. EDT in a virtual format designed to provide shareholders with the same rights and opportunities to participate that they would have at an in-person meeting. At the Annual Meeting, shareholders will vote on the following items:

PROPOSAL · BOARD VOTERECOMMENDATION · PAGEREFERENCE
1Election of the Two Directors Named in the Proxy Statement for Terms Expiring in 2028✔FOR each Nominee18
2Advisory Resolution to Approve Executive Compensation✔FOR73
3Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2025✔FOR75
4Shareholder Proposal, if properly presented at the Annual Meeting✘AGAINST76

Shareholders may also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Shareholders of record as of the close of business on March 3, 2025, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/WWW2025, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or through the internet, or by completing, signing, dating and returning your proxy card in the enclosed envelope. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Rules for the conduct of the Annual Meeting will be available on the meeting website. For information about how to view the rules and the list of shareholders entitled to vote at the Annual Meeting during the ten days preceding the Annual Meeting, please visit our 2025 Annual Meeting website at www.wolverineworldwide.com/2025annualmeeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page.

2025 PROXY STATEMENT3

This Notice of 2025 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended December 28, 2024 are being mailed or made available to shareholders starting on or about March 19, 2025.

By Order of the Board of Directors,

David A. Latchana

Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 1, 2025.Wolverine's Proxy Statement for the 2025 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended December 28, 2024, are available at: www.wolverineworldwide.com/2025annualmeeting.

2025 PROXY STATEMENT4

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