Designer Brands Inc. — fact timeline

Designer Brands Inc.: Shareholders approved amendments to the Company's Amended and Restated Code of Regulations, effective immediately following the annual meeting on June 17, 2026, covering advance notice procedures, voting standards, uncertificated shares, indemnification, Board amendment authority, and clarifying cha (effective 2026-06-17).

“On June 17, 2026, Designer Brands Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved certain amendments to the Company’s Amended and Restated Code of Regulations (as further amended and restated, the “Code”), which were effective immediately following the Annual Meeting.”

Designer Brands Inc. shareholders approved Make Certain Other Clarifying, Technical and Conforming Changes at the 2026-06-17 meeting.

“Proposal 4f. Make Certain Other Clarifying, Technical and Conforming Changes Votes For Votes Against Abstentions Broker Non-Votes 89,632,879 87,890 38,558 7,890,356”

Designer Brands Inc. shareholders approved Authorize the Company's Board of Directors to Amend the Code to the Extent Permitted by Ohio Law at the 2026-06-17 meeting.

“Proposal 4e. Authorize the Company's Board of Directors to Amend the Code to the Extent Permitted by Ohio Law Votes For Votes Against Abstentions Broker Non-Votes 83,137,064 6,579,293 42,970 7,890,356”

Designer Brands Inc. shareholders approved Amend the Provisions Relating to Director and Officer Indemnification and Related Matters at the 2026-06-17 meeting.

“Proposal 4d. Amend the Provisions Relating to Director and Officer Indemnification and Related Matters Votes For Votes Against Abstentions Broker Non-Votes 75,248,334 14,460,673 50,320 7,890,356”

Designer Brands Inc. shareholders approved Expressly Permit the Issuance of Uncertificated Shares at the 2026-06-17 meeting.

“Proposal 4c. Expressly Permit the Issuance of Uncertificated Shares Votes For Votes Against Abstentions Broker Non-Votes 89,633,609 102,845 22,873 7,890,356”

Designer Brands Inc. shareholders approved Modify the Voting Standard for Approval of Matters Other Than the Election of Directors at the 2026-06-17 meeting.

“Proposal 4b. Modify the Voting Standard for Approval of Matters Other Than the Election of Directors Votes For Votes Against Abstentions Broker Non-Votes 89,657,142 67,134 35,051 7,890,356”

Designer Brands Inc. shareholders approved Revise and Enhance the Company's Advance Notice Procedures at the 2026-06-17 meeting.

“Proposal 4a. Revise and Enhance the Company's Advance Notice Procedures Votes For Votes Against Abstentions Broker Non-Votes 84,126,212 5,606,572 26,543 7,890,356”

Designer Brands Inc. shareholders approved Advisory Approval of Named Executive Officer Fiscal 2025 Compensation at the 2026-06-17 meeting.

“Proposal 3: Advisory Approval of Named Executive Officer Fiscal 2025 Compensation Voting results regarding the approval of the non-binding, advisory vote on the fiscal 2025 compensation of the Company’s named executive officers as reported in the Proxy Statement were as follows: Votes For Votes Against Abstentions Broker Non-Votes 87,243,495 2,346,086 169,746 7,890,356”

Designer Brands Inc. shareholders approved Ratification of Appointment of Deloitte & Touche LLP at the 2026-06-17 meeting.

“Proposal 2: Ratification of Appointment of Deloitte & Touche LLP Voting results regarding the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 were as follows: Votes For Votes Against Abstentions Broker Non-Votes 97,258,468 384,602 6,613 —”

Designer Brands Inc. shareholders approved Election of Four Class I Director Nominees at the 2026-06-17 meeting.

“Proposal 1: Election of Four Class I Director Nominees Voting results regarding the election of four Class I director nominees were as follows: Name of Nominee Votes For Votes Withheld Broker Non-Votes Harvey L. Sonnenberg 88,887,051 872,276 7,890,356 Allan J. Tanenbaum 81,988,253 7,771,074 7,890,356 Peter S. Cobb 80,813,651 8,945,676 7,890,356 Douglas M. Howe 89,638,219 121,108 7,890,356”

Designer Brands Inc. reported first quarter ended May 2, 2026 results: revenue $696.4 million, net income $1.2 million, EPS $0.02.

“well for long-term profitable growth." First Quarter Operating Results (Unless otherwise stated, all comparisons are to the first quarter of 2025 ) • Net sales increased 1.4% to $696.4 million. • Total comparable sales decreased by 1.1% . • Gross prof it increased to $315.3 million versus $294.5 million last year, and gross margin was 45.3% compared to 42.9% last year.”

Designer Brands Inc. reported financial results for the three months and year ended January 31, 2026.

“the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition. On March 26, 2026 , Designer Brands Inc. (the "Company") issued a press release announcing its consolidated financial results for the quarter and fiscal year ended January 31, 2026. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.”

Designer Brands Inc. amended term loan of up to $29.5 million.

“The Third Amendment reduces the maximum commitment of the first-in-last-out term loan facility from up to $30 million to up to $29.5 million”

Designer Brands Inc. amended credit facility with The Huntington National Bank maturing the earlier of (1) February 27, 2031 and (2) the maturity date of the Company’s senior secured term loan credit agreement, dated June 23, 2023.

“the maturity date of the Credit Facilities from March 30, 2027 to the earlier of (1) February 27, 2031 and (2) the maturity date of the Company’s senior secured term loan credit agreement, dated June 23, 2023”

Designer Brands Inc. amended Third Amendment with The Huntington National Bank, as Administrative Agent valued at $600 million (effective 2026-02-27).

“On February 27, 2026, Designer Brands Inc. (the "Company") entered into a third amendment to its asset-based revolving Credit Agreement (the "Third Amendment") by and among the Company and certain subsidiaries of the Company from time to time, as U.S. Borrowers, Designer Brands Canada Inc. and other subsidiaries from time to time, as Canadian Borrowers (which are referred to, together with the U.S. Borrowers, as the "Borrowers"), other loan parties, including certain subsidiaries of the Company as U.S. Guarantors (together with the Borrowers, the "Loan Parties"), the lenders party thereto (the "Lenders"), and The Huntington National Bank, as Administrative Agent (the "Administrative Agent").”

John Atkinson was appointed as Director at Designer Brands Inc..

“On August 1, 2024, the Board appointed John Atkinson as a Class III director of the Board (the "Appointment"), with such Appointment to be effective immediately.”

Designer Brands Inc. updated its the three months and year ended February 3, 2024 guidance (reaffirmed).

“On March 21, 2024 , Designer Brands Inc. (the "Company") issued a press release announcing its consolidated financial results for the quarter and fiscal year ended February 3, 2024.”

Designer Brands Inc. reported the quarter ended October 28, 2023 results: revenue $786.3 million, net income $10.1 million, EPS $0.17. Guidance reaffirmed.

“strong cash flow and ample liquidity." Third Quarter Operating Results (Unless otherwise stated, all comparisons are to the third quarter of 2022) • Net sales decreased 9.1% to $786.3 million. • Total comparable sales decreased by 9.3% . • Gross profit decreased to $256.4 million versus $285.8 million last year, and gross margin was 32.6% compared to 33.0% for the”

Designer Brands Inc. reported the second quarter ended July 29, 2023 results: revenue $792.2 million, net income $37.2 million, EPS $0.56. Guidance reaffirmed.

“our unparalleled assortment." Second Quarter Operating Results (Unless otherwise stated, all comparisons are to the second quarter of 2022) • Net sales decreased 7.8% to $792.2 million. • Total comparable sales decreased by 8.9% . • Gross profit decreased to $273.4 million versus $295.7 million last year, and gross margin was 34.5% compared to 34.4% for the”

William L. Jordan departed as President (of the Company) and President of Camuto LLC at Designer Brands Inc..

“On August 28, 2023, Designer Brands Inc. (the “Company”) announced that William L. Jordan, the President of the Company and President of Camuto LLC, will step down from his positions at the Company on a date that is expected to be on or before December 1, 2023.”

Designer Brands Inc. amended revolving credit with The Huntington National Bank, as Administrative Agent at increases the applicable margin on loans under the ABL Facility by 0.25%.

“The Second Amendment amends the ABL Credit Agreement to permit the incurrence of the Term Loan, and also increases the applicable margin on loans under the ABL Facility by 0.25%”

Designer Brands Inc. incurred credit facility of $135,000,000 with PLC Agent LLC, as Administrative Agent and Lead Arranger at adjusted 3-month term SOFR, subject to a floor of 2.0%, plus 7.0% maturing June 23, 2028.

“The Term Loan Credit Agreement provides for a senior secured term loan in the maximum aggregate principal amount of $135,000,000”

Designer Brands Inc. amended Second Amendment with The Huntington National Bank, as Administrative Agent (effective 2023-06-23).

“Also on the Effective Date, the Company entered into a second amendment (the “Second Amendment”) by and among the Company and certain subsidiaries of the Company from time to time, as U.S. Borrowers, DBI Canada and other subsidiaries from time to time, as Canadian Borrowers (which are referred to, together with the U.S. Borrowers, as the “ABL Borrowers”), other loan parties, including certain subsidiaries of the Company as U.S. Guarantors (together with the ABL Borrowers, the “Loan Parties”), the lenders party thereto (the “Lenders”), and The Huntington National Bank, as Administrative Agent (the “ABL Administrative Agent”).”

Designer Brands Inc. entered into Term Loan Credit Agreement with PLC Agent LLC, as Administrative Agent and Lead Arranger valued at $135,000,000 (effective 2023-06-23).

“On June 23, 2023 (the “Effective Date”), Designer Brands Inc. (the “Company”) entered into a credit agreement (the “Term Loan Credit Agreement”) among the Company, as U.S. borrower, Designer Brands Canada Inc., as Canadian borrower (the “DBI Canada” and, together with the Company, the “Term Loan Borrowers”), certain of the Company’s domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger.”

Designer Brands Inc. shareholders approved Non-binding advisory vote on frequency of shareholder votes on named executive officer compensation at the 2023-06-15 meeting.

“Proposal 4: Non-Binding Advisory Vote on the Frequency of Shareholder Votes on the Compensation of Named Executive Officers Voting results regarding the non-binding, advisory vote on the frequency with which the Company should conduct future advisory shareholder votes on named executive officer compensation ("Say-on-Frequency") were as follows: 1 Year 2 Years 3 Years Abstentions 104,545,127 23,650 1,354,722 94,879”

Designer Brands Inc. shareholders approved Non-binding advisory vote on fiscal 2022 compensation of named executive officers at the 2023-06-15 meeting.

“Proposal 3: Non-Binding Advisory Vote on the Compensation of Named Executive Officers Voting results regarding the non-binding, advisory vote on the fiscal 2022 compensation of the Company’s named executive officers as reported in the Proxy Statement were as follows: Votes For Votes Against Abstentions Broker Non-Votes 97,064,756 8,822,033 131,589 6,969,286”

Designer Brands Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending February 3, 2024 at the 2023-06-15 meeting.

“Proposal 2: Ratification of Auditor Voting results regarding the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024 were as follows: Votes For Votes Against Abstentions Broker Non-Votes 112,135,341 829,984 22,339 -”

Designer Brands Inc. shareholders approved Election of four Class I director nominees at the 2023-06-15 meeting.

“Proposal 1: Election of Director Nominees Voting results regarding the election of four Class I director nominees were as follows: Name of Nominee Votes For Votes Withheld Broker Non-Votes Harvey L. Sonnenberg 104,100,274 1,918,104 6,969,286 Allan J. Tanenbaum 87,497,710 18,520,668 6,969,286 Peter S. Cobb 91,729,352 14,289,026 6,969,286 Douglas M. Howe 105,263,313 755,065 6,969,286 Based on the voting results set forth above, Messrs. Sonnenberg, Tanenbaum, Cobb, and Howe were each duly elected as Class I directors with terms expiring at the Company's 2026 Annual Meeting of shareholders.”

Designer Brands Inc. updated its full year 2023 guidance (lowered).

“The Company is updating the following guidance for the full year 2023:”

Designer Brands Inc. reported three months ended April 29, 2023 results: revenue $742.1 million, net income $11.4 million, EPS $0.17. Guidance reaffirmed.

“seeking a wide range of styles." First Quarter Operating Results (Unless otherwise stated, all comparisons are to the first quarter of 2022) • Net sales decreased 10.7% to $742.1 million. • Comparable sales decreased by 10.4% . • Gross profit decreased to $237.7 million versus $275.7 million last year, and gross margin was 32.0% compared to 33.2% for the same”

Designer Brands Inc. reported financial results for three months and year ended January 28, 2023.

“On March 16, 2023, Designer Brands Inc. (the “Company”) issued a press release announcing its consolidated financial results for the quarter and fiscal year ended January 28, 2023.”

Designer Brands Inc. incurred term loan of up to $30,000,000, which was drawn in full with The Huntington National Bank, as Administrative Agent, and the Lenders at Adjusted Term SOFR plus 3.25% maturing March 30, 2027.

“The First Amendment also provides for a first-in-last-out term loan facility of up to $30,000,000, which was drawn in full on the date of the First Amendment”

Designer Brands Inc. amended revolving credit of increased the available capacity under the ABL Facility from $550,000,000 to $600,000,000 with The Huntington National Bank, as Administrative Agent, and the Lenders maturing March 30, 2027.

“The First Amendment increased (i) the available capacity under the ABL Facility from $550,000,000 to $600,000,000”

Designer Brands Inc. amended First Amendment with the lenders party thereto, and The Huntington National Bank, as Administrative Agent valued at $600,000,000 (effective 2023-02-28).

“On February 28, 2023, Designer Brands Inc. (the "Company") entered into a first amendment (the "First Amendment") by and among the Company and certain subsidiaries of the Company from time to time, as U.S. Borrowers, Designer Brands Canada Inc. and other subsidiaries from time to time, as Canadian Borrowers (which are referred to, together with the U.S. Borrowers, as the "Borrowers"), other loan parties, including certain subsidiaries of the Company as U.S. Guarantors (together with the Borrowers, the "Loan Parties"), the lenders party thereto (the "Lenders"), and The Huntington National Bank, as Administrative Agent (the "Administrative Agent").”

Doug Howe was appointed as Class II Director at Designer Brands Inc..

“Doug Howe, who currently serves as the Company’s Executive Vice President and President of DSW Designer Shoe Warehouse, will assume the CEO role and join the Board as a Class II director.”

Doug Howe was appointed as Chief Executive Officer at Designer Brands Inc..

“Doug Howe, who currently serves as the Company’s Executive Vice President and President of DSW Designer Shoe Warehouse, will assume the CEO role and join the Board as a Class II director.”

Roger Rawlins departed as Director at Designer Brands Inc..

“the Company’s current CEO, Roger Rawlins, will step down from his role as CEO and as a member of the Board effective April 1, 2023”

Roger Rawlins departed as Chief Executive Officer at Designer Brands Inc..

“the Company’s current CEO, Roger Rawlins, will step down from his role as CEO and as a member of the Board effective April 1, 2023”

Tami Fersko was appointed as Director at Designer Brands Inc..

“Tami Fersko as a Class I director”

Rich Paul was appointed as Director at Designer Brands Inc..

“the Board appointed Rich Paul as a Class II director”