DESIGNER BRANDS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Jay L. Schottenstein

DESIGNER BRANDS INC.’s own tally for this item (“Elect Director: Jay L. Schottenstein”): 89,558,580 for, 12,974,264 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Jay L. Schottenstein and Richard A. Paul and Ms. Joanne Zaiac were each duly elected as Class II directors with terms expiring at the Company's 2027 Annual Meeting of shareholders.”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 16,727,443 for, 5,678,992 withheld, 236,239 abstained, 36 unknown.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: Election of Directors: Joanne Zaiac

DESIGNER BRANDS INC.’s own tally for this item (“Elect Director: Joanne Zaiac”): 86,924,743 for, 15,608,101 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Jay L. Schottenstein and Richard A. Paul and Ms. Joanne Zaiac were each duly elected as Class II directors with terms expiring at the Company's 2027 Annual Meeting of shareholders.”
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 13,062,429 for, 9,062,346 withheld, 517,899 abstained, 36 unknown.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: Election of Directors: Richard A. Paul

DESIGNER BRANDS INC.’s own tally for this item (“Elect Director: Richard A. Paul”): 93,017,112 for, 9,515,732 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Jay L. Schottenstein and Richard A. Paul and Ms. Joanne Zaiac were each duly elected as Class II directors with terms expiring at the Company's 2027 Annual Meeting of shareholders.”
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 73 asset managers below reported 18,450,869 for, 3,965,366 withheld, 226,439 abstained, 36 unknown.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: Approval of an amendment and restatement of the Designer Brands Inc. 2014 Long-Term Incentive Plan.

DESIGNER BRANDS INC.’s own tally for this item (“4. Approval of an Amendment and Restatement of the Designer Brands Inc”): 73,884,711 for, 27,995,505 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the voting results set forth above, the Amended Plan was approved.”
Support: 73% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 75 asset managers below reported 5,088,018 for, 17,353,573 against, 396,783 abstained, 36 unknown.

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

Description as filed by funds: Advisory vote on the compensation paid to our named executive officers in the fiscal year ended February 3, 2024.

DESIGNER BRANDS INC.’s own tally for this item (“3. Advisory Approval of Named Executive Officer Fiscal 2023 Compensation Voting results regarding the non-binding, advisory vote on the fiscal 2023 compensation of the Company's named executive officers as reported in th”): 98,268,052 for, 4,184,138 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the voting results set forth above, the fiscal 2023 compensation of the Company's named executive officers was approved on an advisory basis.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DESIGNER BRANDS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (7 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 74 managers: 20,419,896 for, 2,418,478 against, 36 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 163 managers: 10,752,701 for, 2,603,186 against, 64,265 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for the fiscal year ending February 1, 2025.

DESIGNER BRANDS INC.’s own tally for this item (“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 ”): 106,506,343 for, 542,026 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 was duly ratified.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 22,560,114 for, 329,599 against, 36 unknown.

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.