Designer Brands Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantþ

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))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Designer Brands Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check all boxes that apply):

þ No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

Notice of 2024 Annual Meeting of Shareholders

and Proxy Statement

May 3, 2024

Dear Designer Brands Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Designer Brands Inc., an Ohio corporation (the “Company”) at 1:00 p.m. Eastern Time on June 20, 2024. The 2024 Annual Meeting will be held in a virtual-only format via live audio cast at www.virtualshareholdermeeting.com/DBI2024. All holders of shares of our outstanding common stock as of the close of business on April 25, 2024 are entitled to vote at the meeting. Details of the business to be conducted at the meeting are given in the Notice of 2024 Annual Meeting of Shareholders and the Proxy Statement, which are included on the following pages. Instructions for accessing the virtual meeting audio cast online are also included in the Proxy Statement.

The fiscal year ended February 3, 2024 (“fiscal 2023”) was a year of opportunity, challenge and change for Designer Brands amidst a volatile year in the footwear industry, which broadly saw sales decline year-over-year for much of the year. As I stepped into my role as CEO, I saw a myriad of opportunities to reinvigorate our organization and to elevate our brand-building capabilities, and we took action on several of these opportunities to bring in the right people and processes to move our strategy forward.

Over the course of the year, we installed fresh leadership in several key areas that I believe have the ability to significantly elevate our organization and our operations. Specifically, in July 2023, we hired Laura Denk as our new President of DSW, charging her with refreshing our assortment of products, deepening our strong vendor relationships, and energizing our marketing. Ms. Denk brings an extensive merchandising background, knowledge of augmenting customer experiences, and, importantly, experience positioning and elevating brands. With her leadership, I have confidence that we can deliver on our strategy of providing a unique, omni-channel customer experience with an unparalleled assortment of products. As a marker of Laura’s early progress, we welcomed the return of Nike products to our stores for the first time in two years and have reinstated a more traditional merchandising mindset to ensure our assortment of products is fresh and exciting. Additionally, in January 2024, we announced the addition of Andrea O’Donnell as our new Brands President. Ms. O’Donnell’s deep experience and tremendous track record, which includes the revitalization of the powerhouse brand, Ugg, will be a critical asset for us moving forward. The passion for design and storytelling that she brings to the table will further bolster our credibility as an on-trend brand builder.

While fiscal 2023 was a year of change, I am proud of the way in which our associates responded and even stepped up, diligently finding opportunities to reduce expenses and stay nimble. We continue to lean into the customer shifts towards athletic and casual footwear and have leaned into these areas even more strongly in our retail assortment as well as by diversifying our portfolio of Owned Brands with the additions of Keds, Topo Athletic, and Le Tigre. Additionally, we continue to find new ways of engaging with customers, including our direct-to-consumer channel portfolio, which has grown to six digital sites including DSW, The Shoe Company, Vince Camuto, Keds, Topo Athletic, and Hush Puppies.

As we move forward, we will be looking to sustain the structural improvements we’ve already generated and to find new efficiencies. Gross profit margin for fiscal 2023 was up 3.1% compared to fiscal 2019 and we are exploring ways to operate more efficiently as we further integrate the multiple acquisitions we’ve brought on. There is still much to do, but the transformation of our organization is one that excites me and I am confident that our efforts will position us well for long-term growth.

Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting virtually, please vote as soon as possible. As an alternative to voting during the 2024 Annual Meeting, you may vote in advance via the internet, by telephone, or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure you have a say on the important issues to be voted on at the 2024 Annual Meeting.

I would like to thank you personally for your continued support of Designer Brands Inc.

Douglas M. Howe

Chief Executive Officer

i

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

Notice of 2024 Annual Meeting of Shareholders

Items of Business – 2024 Annual Meeting

Shareholders will also transact such other business as may properly come before the 2024 Annual Meeting or any adjournment, continuation, or postponement thereof.

ii

Your Vote is Important: Even if you plan to virtually attend the 2024 Annual Meeting, please cast your vote as soon as possible by following the instructions on your proxy card or VIF:

Please consider the issues presented in this Proxy Statement and vote your shares, by internet or telephone, or sign, date, and return your proxy card, as promptly as possible.

Submitting your proxy now will not prevent you from voting your shares online during the 2024 Annual Meeting, as your proxy is revocable at your option. Whether or not you virtually attend the 2024 Annual Meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your control number to vote your shares. You can also vote in advance of or during the 2024 Annual Meeting. If you attend the virtual 2024 Annual Meeting, please follow the instructions at www.virtualshareholdermeeting.com/DBI2024 to vote or submit questions during the meeting.

Lisa M. Yerrace

Vice President, Deputy General Counsel and Corporate Secretary

May 3, 2024

iii

Important Notice Regarding the Availability of Proxy Materials for the2024 Annual Meeting of Shareholders to be held on June 20, 2024:Our Proxy Statement follows this Notice of 2024 Annual Meeting of Shareholders. Financial and other information concerning the Company is contained in the Annual Report for fiscal 2023. The Proxy Statement and Annual Report are available on our Investor Relations website at investors.designerbrands.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.This Notice of 2024 Annual Meeting of shareholders, the accompanying Proxy Statement, and our Annual Report are all available, free of charge, at www.proxyvote.com.

iv

TABLE OF CONTENTS

Forward-Looking Statements

Certain statements in this Proxy Statement may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Annual Report and other filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the section entitled “Risk Factors” contained therein. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions, or strategies regarding the future, and can be identified by forward-looking words such as “outlook,” “plans,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “approximate,” “predict,” “expect,” “potential,” “seek,” “intend,” “may,” “should,” “will,” and “would” or the negative version of these words or other comparable words. Except as may be required by applicable law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

Websites

Website addresses referenced in this Proxy Statement are intended to be inactive textual references only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this Proxy Statement.

v