Proxy Statement
DESIGNER BRANDS INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 14, 2020 AND PROXY STATEMENT IMPORTANT If you received a copy of the proxy card by mail, please complete, sign and date your proxy and promptly return it in the enclosed envelope. No postage is necessary if mailed in the United States. DESIGNER BRANDS INC. 810 DSW Drive Columbus, Ohio 43219 (614) 237-7100 Meeting Date and Time Tuesday, July 14, 2020 at 11:00 a.m. Eastern Time Meeting Location Due to concerns relating to the coronavirus outbreak (COVID-19), and to support the health and well- being of our shareholders, Designer Brands Inc. will have a virtual-only annual shareholders’ meeting in 2020, conducted exclusively via live audio cast at www.virtualshareholdermeeting.com/DBI2020. There will not be a physical location for our 2020 Annual Meeting of Shareholders (our “2020 Annual Meeting”), and you will not be able to attend the meeting in person. See below for important information. We will provide the Notice of Internet Availability, electronic delivery of the 2020 Proxy Statement, the 2019 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about May 29, 2020. May 29, 2020 To Our Shareholders: Designer Brands Inc. (the “Company”) will hold our 2020 Annual Meeting on July 14, 2020, at 11:00 a.m., Eastern Time. Shareholders will be asked to vote upon the following proposals: Agenda Board’s Voting Recommendation Proposal 1 To elect two Class I directors, each to serve until the 2023 Annual Meeting of Shareholders and until their successors FOR each director nominee are duly elected and qualified; Proposal 2 To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal FOR year ending January 30, 2021; Proposal 3 To approve, on a non-binding, advisory basis, the compensation paid to our named executive officers in fiscal FOR 2019, as reported in this Proxy Statement; and Proposal 4 To approve an amendment and restatement of the Designer Brands Inc.
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