Designer Brands Inc
For the period ended Feb 3, 2024. Filed Mar 25, 2024.
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FY2024 · Filed Mar 25, 2024
DBI$6.750.0%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a)The following documents are filed as a part of this Form 10-K:
(1) CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements are included in Part II, Item 8 of this Form 10-K:
Consolidated Statements of Shareholders' Equity for the years ended February 3, 2024, January 28, 2023, and January 29, 2022
Notes to the Consolidated Financial Statements
(2) CONSOLIDATED FINANCIAL STATEMENTS SCHEDULES
Schedules not filed are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or the notes thereto.
(3) and (b) EXHIBITS
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number |
| 2.1 | Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. | 8-K/A | 001-32545 | 2/25/2011 | 2.1 |
| 2.2 | Securities Purchase Agreement, dated October 10, 2018, among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections. | 8-K | 001-32545 | 10/11/2018 | 2.1 |
| 2.2.1 | Amendment to Securities Purchase Agreement, dated October 10, 2018, among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections. | 10-K | 001-32545 | 03/26/2019 | 2.4.1 |
| 2.2.2 | Side Letter to Securities Purchase Agreement, dated January 31, 2019, among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H. Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections. | 10-K | 001-32545 | 03/26/2019 | 2.4.2 |
| 3.1 | Amended and Restated Articles of Incorporation of Designer Brands Inc. dated March 19, 2019. | 10-K | 001-32545 | 03/26/2019 | 3.1 |
| 3.2 | Amended and Restated Code of Regulations. | 10-K | 001-32545 | 04/13/2006 | 3.2 |
| 4.1 | Specimen Class A Common Shares Certificate. | 10-Q | 001-32545 | 06/4/2019 | 4.1 |
| 4.2 | Description of Designer Brands Inc.'s Securities Registered Under Section 12 of the Securities Exchange Act of 1934. | 10-K | 001-32545 | 5/1/2020 | 4.2 |
| 10.1 | Corporate Services Agreement, dated June 11, 2002, between Retail Ventures, Inc. and Schottenstein Stores Corporation. | 10-Q | 001-10767 | 06/18/2002 | 10.6 |
| 10.1.1 | Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Inc., Schottenstein Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management Company and DSW Inc. related thereto. | 8-K | 001-10767 | 07/11/2005 | 10.5 |
| 10.2# | Employment Agreement, dated March 24, 2005, between Deborah Ferrée and DSW Inc. | S-1 | 333-123289 | 03/14/2005 | 10.4 |
| 10.2.1# | First Amendment to Employment Agreement, dated December 31, 2007, between Deborah Ferrée and DSW Inc. | 10-K | 001-32545 | 4/17/2008 | 10.2.1 |
| 10.2.2# | Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah Ferrée and DSW Inc. | 10-K | 001-32545 | 3/24/2016 | 10.2.2 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number |
| 10.3# | DSW Inc. 2014 Long-Term Incentive Plan. | Schedule 14A | 001-32545 | 4/30/2014 | Appendix C |
| 10.3.1# | First Amendment to DSW Inc. 2014 Long-Term Incentive Plan, dated January 31, 2018. | 10-K | 001-32545 | 3/26/2019 | 10.3.1 |
| 10.3.2# | Designer Brands Inc. 2014 Long-Term Incentive Plan (as Amended and Restated). | S-8 | 333-239853 | 7/14/2020 | 99.1 |
| 10.3.3# | Form of Restricted Stock Units Award Agreement for Employees (2020). | 10-K | 001-32545 | 5/1/2020 | 10.3.2 |
| 10.3.4# | Form of Stock Units for Automatic Grants to Non-employee Directors (2020). | 10-K | 001-32545 | 5/1/2020 | 10.3.3 |
| 10.3.5# | Form of Nonqualified Stock Option Award Agreement for Employees (2020). | 10-K | 001-32545 | 5/1/2020 | 10.3.4 |
| 10.3.6# | Form of Performance-Based Restricted Stock Units Award Agreement for Employees (2020). | 10-K | 001-32545 | 5/1/2020 | 10.3.5 |
| 10.3.7# | Form of Restricted Stock Units Award Agreement for Canada Employees (2020). | 10-K | 001-32545 | 5/1/2020 | 10.3.6 |
| 10.3.8# | Form of Performance Share Agreement (2021). | 10-K | 001-32545 | 3/16/2023 | 10.3.8 |
| 10.3.9# | Form of Director Stock Unit Agreement (2021). | 10-K | 001-32545 | 3/16/2023 | 10.3.9 |
| 10.3.10#* | Form of Performance Share Agreement (2022). | — | — | — | — |
| 10.3.11#* | Form of Restricted Stock Units Agreement for Employees (2022). | — | — | — | — |
| 10.4# | Designer Brands Inc. Cash Incentive Plan. | 10-K | 001-32545 | 3/16/2023 | 10.4 |
| 10.5 | Form of Indemnification Agreement between Designer Brands Inc. and its officers and directors. | 10-K | 001-32545 | 5/1/2020 | 10.7 |
| 10.6 | Management Agreement, dated October 30, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW Inc. | 8-K | 001-32545 | 11/1/2012 | 10.2 |
| 10.7# | Standard Executive Employment Agreement, dated March 27, 2009, between William Jordan and DSW Inc. | 10-K | 001-32545 | 4/1/2009 | 10.61 |
| 10.7.1# | First Amendment to Standard Executive Employment Agreement, dated November 9, 2015, between William Jordan and DSW Inc. | 10-K | 001-32545 | 3/24/2016 | 10.29.1 |
| 10.8# | Amended and Restated Standard Executive Severance Agreement, dated December 6, 2019, between Designer Brands Inc. and Roger Rawlins. | 10-Q | 001-32545 | 12/10/2019 | 10.1 |
| 10.9# | Standard Executive Severance Agreement, dated July 20, 2016, between Jared Poff and DSW Inc. | 10-Q | 001-32545 | 9/1/2016 | 10.1 |
| 10.10# | Standard Executive Severance Agreement, dated April 9, 2020, between Mary Turner and Designer Brands Inc. | 10-K | 001-32545 | 5/1/2020 | 10.21 |
| 10.11# | Standard Executive Severance Agreement, dated January 22, 2022, between James Weinberg and Designer Brands Inc. | 10-K | 001-32545 | 3/16/2023 | 10.11 |
| 10.12# | Amended and Restated Executive Severance Agreement, dated January 4, 2023, between Douglas M. Howe and Designer Brands Inc. | 10-Q | 001-32545 | 6/8/2023 | 10.1 |
| 10.13# | Standard Executive Agreement, dated August 4, 2023, between Laura Denk and Designer Brands Inc. | 10-K | 001-32545 | 9/7/2023 | 10.1 |
| 10.14#* | Standard Executive Agreement, dated August 4, 2023, between Andrea O'Donnell and Designer Brands Inc. | — | — | — | — |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number |
| 10.15#* | Amended and Restated Nonqualified Deferred Compensation Plan. | — | — | — | — |
| 10.16# | Transition and Consulting Agreement, dated August 4, 2023, between Roger L. Rawlins and Designer Brands Inc. | 10-K | 001-32545 | 3/16/2023 | 10.14 |
| 10.17# | Credit Agreement, dated March 30, 2022, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic and Canadian subsidiaries as borrowers, other loan parties thereto, the lenders party thereto, The Huntington National Bank, as Administrative Agent, The Huntington National Bank, Bank of Montreal and Bank of America, N.A., as Joint Bookrunners and Joint Lead Arrangers, and PNC Bank, National Association, as Documentation Agent. | 8-K | 001-32545 | 4/5/2022 | 10.1 |
| 10.17.1 | First Amendment to Credit Agreement, dated February 28, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic and Canadian subsidiaries as borrowers, other loan parties thereto, the lenders party thereto, The Huntington National Bank, as Administrative Agent, The Huntington National Bank, Bank of Montreal and Bank of America, N.A., as Joint Bookrunners and Joint Lead Arrangers, and PNC Bank, National Association, as Documentation Agent. | 8-K | 001-32545 | 3/3/2023 | 10.1 |
| 10.17.2 | Joinder and Second Amendment to Credit Agreement, dated June 23, 2023, among Designer Brand Inc., Designer Brands Canada Inc., certain domestic and Canadian subsidiaries as borrowers, other loan parties thereto, the lenders party thereto, The Huntington National Bank, as Administrative Agent, The Huntington National Bank, Bank of Montreal and Bank of America, N.A., as Joint Bookrunners and Joint Lead Arrangers, and PNC Bank, National Association, as Documentation Agent. | 10-Q | 001-32545 | 9/7/2023 | 10.3 |
| 10.18 | Term Credit Agreement, dated June 23, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger. | 8-K | 001-32545 | 6/23/2023 | 10.1 |
| 10.18.1 | First Amendment to Term Credit Agreement, dated September 21, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger. | 10-Q | 001-32545 | 12/5/2023 | 10.1 |
| 21.1* | List of Subsidiaries. | - | - | - | - |
| 23.1* | Consent of Independent Registered Public Accounting Firm. | - | - | - | - |
| 24.1* | Powers of Attorney. | - | - | - | - |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer. | - | - | - | - |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer. | - | - | - | - |
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number |
|---|---|---|---|---|---|
| 32.1** | Section 1350 Certification - Principal Executive Officer. | - | - | - | - |
| 32.2** | Section 1350 Certification - Principal Financial Officer. | - | - | - | - |
| 97* | Policy Relating to Recover of Erroneously Awarded Compensation | - | - | - | - |
| 101* | The following materials from the Designer Brands Inc. Annual Report on Form 10-K for the year ended February 3, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Shareholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. | - | - | - | - |
| 104* | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. | - | - | - | - |
- Filed herewith
** Furnished herewith
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