WOLVERINE WORLD WIDE INC /DE/
For the period ended May 7, 2026. Filed Mar 25, 2026.
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May 7, 2026 · Filed Mar 25, 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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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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
2025 marked a year of significant progress for Wolverine Worldwide, marked by renewed growth, improved profitability, and sharper operational execution. Management delivered high-quality performance amid a dynamic business environment, led by strong results from the Company’s two largest brands — Merrell and Saucony — and enabled by a focused strategy and the development of key capabilities. This progress culminated in the Company earning the Great Place To Work Certification™ and being named 2025 Company of the Year by Footwear News — recognition that underscores Wolverine Worldwide’s transformation, innovation, and performance.
2025 built on the momentum established since 2023, when the Board appointed new leadership and worked closely with management to guide a deliberate reset and transformation of the Company. This initially included making fast and bold decisions to stabilize the business and strengthen the balance sheet then, as these actions took hold, transforming the organization to inflect to growth and deliver improved, consistent financial performance. This disciplined approach, grounded in our Value Creation Model and supported by strong brand-building capabilities, has now positioned Wolverine Worldwide for sustainable, profitable growth.
Over the past year the Board also enhanced its capabilities with the addition of two new directors, Cheryl Abel-Hodges, CEO of Tommy John, and Jack Boyle, who recently retired from Fanatics. Their deep expertise in global consumer brands, retail, and omnichannel strategy brings valuable perspective as the Company enters its next phase of growth.
As we look ahead, the Board is confident in the direction of the Company and in management’s ability to build on this year’s performance. Importantly, the Company has delivered against the commitments outlined at the outset of the transformation, and we believe it is well-positioned to accelerate its trajectory. We are encouraged by the alignment across the organization and the shared commitment to growth, operational excellence, and disciplined execution — foundational to delivering long-term value for shareholders.
On behalf of the entire Board of Directors of Wolverine Worldwide, thank you for your continued support, confidence, and partnership.
Tom Long
Chairman of the Board
| 2026 PROXY STATEMENT | 1 |
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Letter from the CEO
DELIVERING ON OUR STRATEGY
As we entered 2025, Wolverine Worldwide was emerging from a pivotal turnaround year. Our objectives were clear — accelerate growth, continue to expand profitability, and responsibly invest to drive the future success of our brands and business. By executing with focus, pace, and discipline I’m proud to share that we delivered on all three objectives.
We delivered full-year revenue of $1.87 billion — an increase of 7% compared to 2024 — led by our two largest brands, Merrell and Saucony. Merrell extended its momentum to six consecutive quarters of growth, while Saucony increased revenue by just over 30%, achieving record annual revenue.
We also took action to strengthen underperforming parts of the business, and by year-end we saw tangible improvements, further confirming the effectiveness of our brand-building playbook. Combined with disciplined, thoughtful investments across the organization, these achievements enabled us to exceed our financial expectations for the year and set a stronger foundation for the road ahead.
Finally, we continued to improve the balance sheet, reducing net debt by $81 million in 2025, building on the $246 million reduction achieved in 2024. Operating free cash flow was $126 million for the year, and we paid dividends totaling $33 million.
ACCELERATING PROFITABLE GROWTH AND ADVANCING OUR BRAND-BUILDING MODEL
Our revenue growth in 2025 was matched by a meaningful improvement in profitability. Operating margin expanded 240 basis points and adjusted operating margin expanded 170 basis points, and earnings per share and adjusted earnings per share increased 107% and 53% compared to 2024, respectively. These results reflect structural enhancements in our operating model, healthier inventory, product cost savings, and a higher mix of full-price sales. These improvements now position us to further expand profitability, while scaling the business with intention.
At the same time, we continued to invest in our brands, talent, and capabilities. We increased marketing and demand creation efforts, recruited new key talent and leadership, and deployed advanced technologies — including AI-driven capabilities — to help our teams move faster and smarter. We also improved execution across our wholesale and direct-to-consumer channels to help our brands connect with consumers more effectively and consistently, led by our Global Key City initiative.
Underpinning and providing a framework for this progress is our Brand-Building Model — focused squarely on building awesome products, telling amazing stories, and driving the business every day.
POISED FOR SUSTAINABLE GROWTH AHEAD
We enter 2026 from a stronger position, with the company expected to deliver mid-single-digit revenue and constant currency revenue growth, consistent with our Value Creation Model. Merrell and Saucony remain strong and are expected to deliver mid-single-digit and mid-teens revenue growth, respectively (mid-single-digit and low-to-mid-teens constant currency revenue growth, respectively). Across the balance of our portfolio, performance is on a path toward greater consistency, bolstered by the actions we’ve taken.
Looking ahead, our brands are aligned with long-term macro consumer trends at their core and are well-positioned to extend into broader adjacent lifestyle opportunities. At the same time, our organization is more agile, more engaged and aligned, and better equipped to deliver sustainable, profitable growth.
With a healthier balance sheet and greater financial flexibility, we expect to continue investing in the opportunities ahead — from product innovation and consumer insights to digital capabilities and marketing. Our disciplined capital allocation strategy — investing in the business, further reducing debt, and maintaining the dividend — remains focused on driving long-term value for our shareholders.
I’m incredibly proud of what our global team accomplished in 2025 — and even more excited by what’s ahead. With the heavy lift of the turnaround behind us — we’ve built a stronger foundation, revitalized our brands, and aligned our team around a shared Vision to —Make. Every Day. Better. — for our consumers, our partners, our communities, and for you, our shareholders.
As always, thank you for your continued support of Wolverine Worldwide. Be well, be safe...
Christopher Hufnagel
President and Chief Executive Officer
| 2026 PROXY STATEMENT | 2 |
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Notice of 2026 Annual Meeting of Shareholders
11:00 a.m. EDT, May 7, 2026
To Our Shareholders:
We invite you to attend the 2026 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 7, 2026, at 11:00 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 VOTE RECOMMENDATION · PAGE REFERENCE | ||||
|---|---|---|---|---|
| 1 | Election of the Four Directors Named in the Proxy Statement for Terms Expiring in 2029 | ✔ | FOR each Nominee | 17 |
| 2 | Advisory Resolution to Approve Executive Compensation | ✔ | FOR | 71 |
| 3 | Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026 | ✔ | FOR | 73 |
| 4 | Shareholder Proposal, if properly presented at the Annual Meeting | ✘ | AGAINST | 74 |
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 9, 2026, 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/WWW2026, 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 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. 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 2026 Annual Meeting website at www.wolverineworldwide.com/2026annualmeeting.
| 2026 PROXY STATEMENT | 3 |
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This Notice of 2026 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended January 3, 2026 are being mailed or made available to shareholders starting on or about March 25, 2026.
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 7, 2026. Wolverine’s Proxy Statement for the 2026 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended January 3, 2026, are available at: www.wolverineworldwide.com/2026annualmeeting.
| 2026 PROXY STATEMENT | 4 |
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