Independent
Tenure on this board
21.5 yrs
Meeting calendar
DBI · Annual meeting · Wednesday, June 17, 2026
Designer Brands Inc
4 nominees · 4 ballot items.
Election of four Class I directors; Ratification of Deloitte as independent auditor; Advisory (non-binding) approval of 2025 named executive officer compensation (say-on-pay); Approval of six separate amendments to the Amended and Restated Code of Regulations (advance notice procedures; voting standard for non-director matters; permit uncertificated shares; indemnification and related matters; authorize Board to amend Code; other clarifying/technical changes).
Market cap
$300M
1Y TSR
+102.7%
Board grade
C-
Record date
Apr 23, 2026
Filing
DEF 14A
Meeting concluded · Jun 17, 2026
Follow how the vote landed and what changed on Designer Brands Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of four Class I directors, each to serve until the 2029 Annual Meeting of Shareholders
ManagementBoard: FORElect four Class I director nominees to three-year terms expiring in 2029.
- 2
Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026
ManagementBoard: FORRatify the Audit Committee’s appointment of Deloitte as the company’s independent auditor for fiscal 2026.
- 3
Advisory vote on the compensation of named executive officers (say-on-pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation paid to the company’s named executive officers for fiscal 2025.
- 4
Approval of amendments to the Amended and Restated Code of Regulations
ManagementBoard: FORSix separate shareholder votes to approve specific amendments to the Company’s Code of Regulations covering advance notice procedures; voting standard for non-director matters; issuance of uncertificated shares; indemnification and related matters; Board authority to amend the Code; and other clarifying and technical changes.
More detail
Proposal 4 requests shareholder approval for a series of amendments to the Company’s Amended and Restated Code of Regulations grouped into six separately voted items (4(a)–4(f)). Management seeks these updates to modernize governance, conform to Ohio statutory changes, implement best practices (including universal proxy compliance), clarify vote-counting rules for non-director matters, expressly permit uncertificated shares, update indemnification and advancement-of-expense provisions and director limitation-of-liability language, authorize the Board to make ministerial amendments permitted by Ohio law, and adopt technical clarifications such as virtual meeting and recordkeeping updates. Management argues these changes increase transparency, provide operational flexibility, and align the charter with current law and market practice; the Board unanimously recommends FOR each sub-proposal. The amendments that materially affect shareholder rights include (a) enhanced advance notice and disclosure requirements for shareholder proposals and director nominations designed to enforce proxy rules and require greater disclosure about proponent ownership, conflicts, and compliance with universal proxy rules; (b) a clarified voting standard for non-director matters that treats abstentions as “Against” and clarifies whether broker non-votes count; and (d) indemnification and advancement clarifications to maximize protections for directors and officers while incorporating Ohio law standards. The Board represents that each sub-proposal will be voted on separately and is not conditioned on approval of other sub-proposals; each requires a majority of outstanding shares to pass and abstentions/broker non-votes count as votes “Against.” The amendments should reduce ambiguity and administrative burden and help the company respond quickly to technical governance needs, but they also increase procedural requirements for shareholder proponents and grant the Board limited authority to amend regulations without shareholder approval as allowed under Ohio law, which some activist shareholders may object to as a governance entrenchment risk.
Director elections
Nominees on the ballot4
Independent
Tenure on this board
21.5 yrs
Also a director at
Medallion Financial Corp (MFIN)
Independent
Tenure on this board
9.0 yrs
Not independent
Tenure on this board
3.3 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Stone House Capital Management, LLC | 10.8% | 5,500,000 | $31M |
| 2 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.2% | 2,109,030 | $12M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.0% | 2,007,471 | $11M |
| 4 | RAYMOND JAMES FINANCIAL INC | 3.1% | 1,598,522 | $9M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.1% | 1,570,276 | $9M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.0% | 1,500,228 | $9M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 1,496,459 | $9M |
| 8 | BlackRock, Inc. | 2.9% | 1,466,727 | $8M |
| 9 | AMERIPRISE FINANCIAL INC | 2.8% | 1,407,247 | $8M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.3% | 1,189,014 | $7M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Designer Brands Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Reference
Frequently asked questions
- When is the Designer Brands Inc 2026 annual meeting?
- Designer Brands Inc (DBI) holds its 2026 annual shareholder meeting on Wednesday, June 17, 2026.
- What is the record date for the Designer Brands Inc 2026 meeting?
- The record date for the Designer Brands Inc 2026 meeting is Thursday, April 23, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Designer Brands Inc's 2026 meeting?
- The board is presenting 4 director nominees at the Designer Brands Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Designer Brands Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Designer Brands Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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