Designer Brands Inc. — Call Transcript 2026

Good morning, and welcome to the 2026 Annual Shareholders Meeting of Designer Brands Inc. I'm Doug Howe, Chief Executive Officer and Director of Designer Brands. On behalf of the Board of Directors and officers of Designer Brands, it is my pleasure to welcome you today. Fiscal 2025 was a year marked by disciplined execution and commitment to our core strategy. Despite a dynamic operating environment, we remained focused on what we could control and on delivering on our strategic priorities. We refreshed our leadership team, including the appointment of our new CFO, Seamus Toal, and streamlined our U.S. and Canada retail business under a unified reporting structure. We executed disciplined adjustments to meet the needs of the business while remaining committed to our strategy, ultimately closing the year with strong momentum and delivering another consecutive quarter of sequential improvement. Within our retail operations, we continued to enhance our product strategy by elevating our assortment, improving inventory productivity, and cultivating our relationships with strategic national brand partners. We launched a new DSW brand positioning campaign this past fall and ended fiscal 2025 with demonstrated strength in the boots, affordable luxury, and accessories categories. Within our brands portfolio, we are pleased with the progress we made in refining our go-to-market strategy and improving the profitability of the business, driving an $8 million increase in segment operating income for the year as we navigated an incredibly complex tariff environment. As we enter fiscal 2026, we continue to build on the momentum we generated in the back half of 2025, highlighted by solid execution across our strategic priorities and strong first quarter growth in our brand portfolio segment. As we move forward throughout the year, we remain committed to winning with the merchandise that matters most to our customers, expanding our DSW brand positioning, elevating our in-store experience, and scaling our brand portfolio. On behalf of the Board of Directors, I would like to thank our shareholders for their ongoing commitment and continued investment in Designer Brands. We continue to believe in the long-term potential and sustainability of our business and our ability to create value for our shareholders. An agenda for the 2026 annual meeting should be visible on the meeting website. Our virtual meeting rules of conduct and proxy materials can be found at the bottom right of the meeting website. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. We will do our best to provide a response to as many questions as possible, and we will address any unanswered appropriate questions on our corporate website after the meeting. It is now shortly after 1:00 P.M. Eastern Daylight Time on Wednesday, June 17th, and this meeting is officially called to order. I would like to begin the meeting by introducing the other members of the Board who are also joining us virtually today. Jay Schottenstein has served as our Executive Chairman of the Board since 2005 and previously served as our Chief Executive Officer from 2005 to 2009. He currently serves as Chairman of the Board of Directors and lead manager of Schottenstein Realty LLC, and as Chief Executive Officer and Executive Chairman of the Board of Directors of American Eagle Outfitters Incorporated. John Atkinson has served as our director since 2024. He is a former audit partner of KPMG, a global firm offering tax, audit, and advisory services. Peter Cobb has served as our director since 2017. Peter co-founded eBags, an online retailer of luggage, handbags, backpacks, and travel products. Elaine Eisenman has served as our director since 2008. She currently serves as Managing Director of Sage Advisors, an advisory firm for high-growth companies. Deborah Ferrée has served as our director since 2025. She has also served as our Chief Product Officer since 2023 and as the Vice Chair of Designer Brands since 2006, and in numerous other leadership roles since joining us in 1997. Joanna Lau has served as our director since 2008. She currently serves as a coach and consultant and has over three decades of experience in the technology, investment, and consulting industries. Rich Paul has served as our director since 2022. He is the Chief Executive Officer and founder of Klutch Sports Group, an agency representing some of the biggest athletes across major professional sports. Joseph Schottenstein has served as our director since 2012. He currently serves as a director and as the Chief Operating Officer and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group and Schottenstein Realty LLC. Harvey Sonnenberg has served as our director since 2005. He is a former partner of the certified public accounting firm Weiser LLP. Allan Tanenbaum has served as our director since 2005. He currently serves as of counsel to Taylor English Duma LLC and as General Counsel and Managing Partner of Equicorp Partners. Joanna Zaiac has served as our director since 2016. In 2021, she started a consulting project with Grace Blue Partnership, an executive search firm that focuses on the marketing, advertising, and communication sectors. Also joining me today is Lisa Yerrace, our General Counsel and Corporate Secretary. Lisa Yerrace will act as Secretary of the meeting. The company has also appointed Lisa Yerrace to act as Inspector of Election, and he took the oath of Inspector of Election earlier today. We are also joined here today by Beth Forman, a partner with Deloitte, our independent auditor. She will have the opportunity to make a statement if she wishes to do so and will be available during the question-and-answer session after the meeting to respond to any appropriate questions. After the formal meeting has been adjourned, we will provide time for questions. While we have time set aside at the end of the meeting for questions and answers, you are able to ask questions at any time using the Ask a Question box on the bottom left side of the meeting website. Please note that only authenticated shareholders or their representatives have the ability to ask questions in the designated field on the meeting website. Out of consideration for other shareholders, please limit yourself to one question. As stated in the rules of conduct, we ask that you restrict your remarks to the agenda items that are being presented today and other items that are germane to the business of the annual meeting. We will follow the parameters outlined in the rules of conduct in answering questions during the annual meeting. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, you can vote at any time by clicking the Vote Here button on the meeting website and following the instructions. Shareholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further action. Also, please note this meeting is being recorded and will be available on the investor page of our website, designerbrands.com. However, no one attending via remote communications is permitted to use any audio or video recording or rebroadcasting device. Lisa, has the notice of this meeting been sent to all shareholders entitled to vote at the 2026 annual meeting? Yes. Broadridge Financial Solutions has delivered an affidavit of distribution establishing that notice of this meeting was duly given. A copy of the notice of this meeting and the affidavit of distribution will be filed with the meeting minutes. All shareholders of record at the close of business on April 23rd, 2026, the record date for this meeting, are entitled to vote at this 2026 annual meeting. A list of shareholders of record as of April 23rd, 2026, who are entitled to vote, is available for inspection by authenticated shareholders during this meeting at the bottom of the meeting website and will be filed with the meeting minutes. The shareholder list shows that, as of the record date, there were 43,016,800 outstanding Class A common shares and 7,732,721 outstanding Class B common shares entitled to vote at this meeting. More than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date is represented by virtual participation or by proxy. Therefore, a quorum is present for purposes of transacting business at this meeting. Thank you, Lisa. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The next order of business is a description of the matters to be voted on at today's meeting. Lisa, were there any shareholder nominations or proposals for business for this meeting properly and timely filed with you as Secretary? No, there were no such shareholder nominations or proposals. Thank you. Because no shareholder nominations or proposals were properly and timely filed for this meeting, the business of this meeting is limited to the matters on the agenda. Now, I will present the matters to be voted upon. Proposal one is the election of four Class I directors, each to serve until the annual meeting of shareholders in 2029 and until their successors are duly elected and qualified. The board has nominated Harvey L. Sonnenberg, Allan J. Tanenbaum, Peter S. Cobb, and me, Douglas M. Howe. Information concerning each of the Class I director nominee principal occupations, service with Designer Brands, and other matters which may be of interest is set forth on the proxy statement. The board unanimously recommends that shareholders vote in favor of the election of each director nominee to serve as a Class I member of the board. Proposal two is the non-binding advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30th, 2027. The board unanimously recommends that shareholders vote in favor of the ratification of the appointment of Deloitte. Proposal three is a non-binding advisory vote to approve the fiscal 2025 compensation of our named executive officers as described in the proxy statement. The board unanimously recommends that shareholders vote for the approval of the fiscal 2025 compensation of our named executive officers as detailed in the proxy. Proposal four is the approval of amendments to our amended and restated Code of Regulations or the Code. In accordance with SEC requirements, proposal four consists of six separate sub-proposals, each of which relates to certain proposed amendments to the code as detailed in the proxy statement. The board unanimously recommends that shareholders vote for the approval of each of the amendments to the code. Doug, each item has been properly brought before this meeting. Any shareholder who has yet to vote or who wishes to change their vote may do so by clicking the Vote Here button on the meeting website and following the instructions provided on the meeting website. Shareholders who have mailed in proxies or have voted previously by telephone or internet and do not wish to change their votes do not need to take any further action at this time. I want to pause here and allow for shareholders to vote. Now that all shareholders have had the opportunity to vote, I declare the polls for this meeting closed. Doug, I now turn the meeting back to you. Thank you. While the votes are being tabulated, I want to thank our entire Designer Brands team, including our in-store associates and leaders. Your dedication and commitment to our organization and our mission are appreciated. On behalf of the board of directors and management, I'd like to thank our shareholders for your continued confidence and investment in Designer Brands. Now I'd like to turn the floor back to Lisa to announce the preliminary voting results. Thank you, Doug. The preliminary voting results are as follows. Each of the four director nominees to serve as Class I members of the board have been duly elected. The appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending January 30, 2027 has been ratified on an advisory basis. The fiscal 2025 compensation of the named executive officers has been approved on an advisory basis, and all of the amendments to the code have been approved. The final report of the Inspector of Election will be filed with the meeting minutes, and the final voting results will be filed with the Securities and Exchange Commission on a current report on Form 8-K within four business days hereafter. Now I'd like to turn the meeting back to Doug. Thank you, Lisa. The report of the Inspector of Election as presented is accepted. There being no further business to come before the meeting, the 2026 annual meeting of shareholders of Designer Brands Inc. is now adjourned. We will now begin the question-and-answer portion of the meeting. Please note that the rules of conduct apply to the question-and-answer session, and we will reserve the right to not answer any questions that do not comply with our rules of conduct. Seeing no questions from shareholders at this time, I will turn it back over to Doug. On behalf of management and the board, thank you for participating in the 2026 annual meeting. The meeting is now concluded. Thank you again. This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.

Speaker 1: Good morning, and welcome to the 2026 Annual Shareholders Meeting of Designer Brands Inc. I'm Doug Howe, Chief Executive Officer and Director of Designer Brands. On behalf of the Board of Directors and officers of Designer Brands, it is my pleasure to welcome you today. Fiscal 2025 was a year marked by disciplined execution and commitment to our core strategy. Despite a dynamic operating environment, we remained focused on what we could control and on delivering on our strategic priorities. We refreshed our leadership team, including the appointment of our new CFO, Seamus Toal, and streamlined our U.S. and Canada retail business under a unified reporting structure. We executed disciplined adjustments to meet the needs of the business while remaining committed to our strategy, ultimately closing the year with strong momentum and delivering another consecutive quarter of sequential improvement. Good morning, and welcome to the 2026 Annual Shareholders Meeting of Designer Brands Inc. I'm Doug Howe, Chief Executive Officer and Director of Designer Brands. good morning and welcome to the 2026 annual shareholders meeting of designer brands inc i'm doug howe chief executive officer and director of designer brands On behalf of the Board of Directors and officers of Designer Brands, it is my pleasure to welcome you today. on behalf of the board of directors and officers of designer brands it is my pleasure to welcome you today Fiscal 2025 was a year marked by disciplined execution and commitment to our core strategy. fiscal 2025 was a year marked by disciplined execution and commitment to our core strategy Despite a dynamic operating environment, we remained focused on what we could control and on delivering on our strategic priorities. despite a dynamic operating environment we remained focused on what we could control and on delivering on our strategic priorities We refreshed our leadership team, including the appointment of our new CFO, Seamus Toal , and streamlined our U.S. and Canada retail business under a unified reporting structure. we refreshed our leadership team including the appointment of our new cfo seamus toal and streamlined our u.s and canada retail business under a unified reporting structure We executed disciplined adjustments to meet the needs of the business while remaining committed to our strategy, ultimately closing the year with strong momentum and delivering another consecutive quarter of sequential improvement. we executed disciplined adjustments to meet the needs of the business while remaining committed to our strategy ultimately closing the year with strong momentum and delivering another consecutive quarter of sequential improvement Within our retail operations, we continued to enhance our product strategy by elevating our assortment, improving inventory productivity, and cultivating our relationships with strategic national brand partners. We launched a new DSW brand positioning campaign this past fall and ended fiscal 2025 with demonstrated strength in the boots, affordable luxury, and accessories categories. Within our brands portfolio, we are pleased with the progress we made in refining our go-to-market strategy and improving the profitability of the business, driving an $8 million increase in segment operating income for the year as we navigated an incredibly complex tariff environment. As we enter fiscal 2026, we continue to build on the momentum we generated in the back half of 2025, highlighted by solid execution across our strategic priorities and strong first quarter growth in our brand portfolio segment. Within our retail operations, we continued to enhance our product strategy by elevating our assortment, improving inventory productivity, and cultivating our relationships with strategic national brand partners. within our retail operations we continued to enhance our product strategy by elevating our assortment improving inventory productivity and cultivating our relationships with strategic national brand partners We launched a new DSW brand positioning campaign this past fall and ended fiscal 2025 with demonstrated strength in the boots, affordable luxury, and accessories categories. we launched a new dsw brand positioning campaign this past fall and ended fiscal 2025 with demonstrated strength in the boots affordable luxury and accessories categories Within our brands portfolio, we are pleased with the progress we made in refining our go-to-market strategy and improving the profitability of the business, driving an $8 million increase in segment operating income for the year as we navigated an incredibly complex tariff environment. within our brands portfolio we are pleased with the progress we made in refining our go-to-market strategy and improving the profitability of the business driving an $8 million increase in segment operating income for the year as we navigated an incredibly complex tariff environment As we enter fiscal 2026, we continue to build on the momentum we generated in the back half of 2025, highlighted by solid execution across our strategic priorities and strong first quarter growth in our brand portfolio segment. as we enter fiscal 2026 we continue to build on the momentum we generated in the back half of 2025 highlighted by solid execution across our strategic priorities and strong first quarter growth in our brand portfolio segment As we move forward throughout the year, we remain committed to winning with the merchandise that matters most to our customers, expanding our DSW brand positioning, elevating our in-store experience, and scaling our brand portfolio. On behalf of the Board of Directors, I would like to thank our shareholders for their ongoing commitment and continued investment in Designer Brands. We continue to believe in the long-term potential and sustainability of our business and our ability to create value for our shareholders. An agenda for the 2026 annual meeting should be visible on the meeting website. Our virtual meeting rules of conduct and proxy materials can be found at the bottom right of the meeting website. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. As we move forward throughout the year, we remain committed to winning with the merchandise that matters most to our customers, expanding our DSW brand positioning, elevating our in-store experience, and scaling our brand portfolio. as we move forward throughout the year we remain committed to winning with the merchandise that matters most to our customers expanding our dsw brand positioning elevating our in-store experience and scaling our brand portfolio On behalf of the Board of Directors, I would like to thank our shareholders for their ongoing commitment and continued investment in Designer Brands. on behalf of the board of directors i would like to thank our shareholders for their ongoing commitment and continued investment in designer brands We continue to believe in the long-term potential and sustainability of our business and our ability to create value for our shareholders. we continue to believe in the long-term potential and sustainability of our business and our ability to create value for our shareholders An agenda for the 2026 annual meeting should be visible on the meeting website. an agenda for the 2026 annual meeting should be visible on the meeting website Our virtual meeting rules of conduct and proxy materials can be found at the bottom right of the meeting website. our virtual meeting rules of conduct and proxy materials can be found at the bottom right of the meeting website As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. as is our custom we will conduct the business portion of our meeting first and answer questions at the end of the meeting We will do our best to provide a response to as many questions as possible, and we will address any unanswered appropriate questions on our corporate website after the meeting. It is now shortly after 1:00 P.M. Eastern Daylight Time on Wednesday, June 17th, and this meeting is officially called to order. I would like to begin the meeting by introducing the other members of the Board who are also joining us virtually today. Jay Schottenstein has served as our Executive Chairman of the Board since 2005 and previously served as our Chief Executive Officer from 2005 to 2009. He currently serves as Chairman of the Board of Directors and lead manager of Schottenstein Realty LLC, and as Chief Executive Officer and Executive Chairman of the Board of Directors of American Eagle Outfitters Incorporated. John Atkinson has served as our director since 2024. We will do our best to provide a response to as many questions as possible, and we will address any unanswered appropriate questions on our corporate website after the meeting. we will do our best to provide a response to as many questions as possible and we will address any unanswered appropriate questions on our corporate website after the meeting It is now shortly after 1:00 P.M. it is now shortly after 1:00 p.m Eastern Daylight Time on Wednesday, June 17th, and this meeting is officially called to order. eastern daylight time on wednesday june 17th and this meeting is officially called to order I would like to begin the meeting by introducing the other members of the Board who are also joining us virtually today. i would like to begin the meeting by introducing the other members of the board who are also joining us virtually today Jay Schottenstein has served as our Executive Chairman of the Board since 2005 and previously served as our Chief Executive Officer from 2005 to 2009. jay schottenstein has served as our executive chairman of the board since 2005 and previously served as our chief executive officer from 2005 to 2009 He currently serves as Chairman of the Board of Directors and lead manager of Schottenstein Realty LLC, and as Chief Executive Officer and Executive Chairman of the Board of Directors of American Eagle Outfitters Incorporated. he currently serves as chairman of the board of directors and lead manager of schottenstein realty llc and as chief executive officer and executive chairman of the board of directors of american eagle outfitters incorporated John Atkinson has served as our director since 2024. john atkinson has served as our director since 2024 He is a former audit partner of KPMG, a global firm offering tax, audit, and advisory services. Peter Cobb has served as our director since 2017. Peter co-founded eBags, an online retailer of luggage, handbags, backpacks, and travel products. Elaine Eisenman has served as our director since 2008. She currently serves as Managing Director of Sage Advisors, an advisory firm for high-growth companies. Deborah Ferrée has served as our director since 2025. She has also served as our Chief Product Officer since 2023 and as the Vice Chair of Designer Brands since 2006, and in numerous other leadership roles since joining us in 1997. Joanna Lau has served as our director since 2008. She currently serves as a coach and consultant and has over three decades of experience in the technology, investment, and consulting industries. Rich Paul has served as our director since 2022. He is a former audit partner of KPMG, a global firm offering tax, audit, and advisory services. he is a former audit partner of kpmg a global firm offering tax audit and advisory services Peter Cobb has served as our director since 2017. peter cobb has served as our director since 2017 Peter co-founded eBags, an online retailer of luggage, handbags, backpacks, and travel products. peter co-founded ebags an online retailer of luggage handbags backpacks and travel products Elaine Eisenman has served as our director since 2008. elaine eisenman has served as our director since 2008 She currently serves as Managing Director of Sage Advisors, an advisory firm for high-growth companies. she currently serves as managing director of sage advisors an advisory firm for high-growth companies Deborah Ferrée has served as our director since 2025. deborah ferrée has served as our director since 2025 She has also served as our Chief Product Officer since 2023 and as the Vice Chair of Designer Brands since 2006, and in numerous other leadership roles since joining us in 1997. she has also served as our chief product officer since 2023 and as the vice chair of designer brands since 2006 and in numerous other leadership roles since joining us in 1997 Joanna Lau has served as our director since 2008. joanna lau has served as our director since 2008 She currently serves as a coach and consultant and has over three decades of experience in the technology, investment, and consulting industries. she currently serves as a coach and consultant and has over three decades of experience in the technology investment and consulting industries Rich Paul has served as our director since 2022. rich paul has served as our director since 2022 He is the Chief Executive Officer and founder of Klutch Sports Group, an agency representing some of the biggest athletes across major professional sports. Joseph Schottenstein has served as our director since 2012. He currently serves as a director and as the Chief Operating Officer and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group and Schottenstein Realty LLC. Harvey Sonnenberg has served as our director since 2005. He is a former partner of the certified public accounting firm Weiser LLP. Allan Tanenbaum has served as our director since 2005. He currently serves as of counsel to Taylor English Duma LLC and as General Counsel and Managing Partner of Equicorp Partners. Joanna Zaiac has served as our director since 2016. In 2021, she started a consulting project with Grace Blue Partnership, an executive search firm that focuses on the marketing, advertising, and communication sectors. He is the Chief Executive Officer and founder of Klutch Sports Group, an agency representing some of the biggest athletes across major professional sports. he is the chief executive officer and founder of klutch sports group an agency representing some of the biggest athletes across major professional sports Joseph Schottenstein has served as our director since 2012. joseph schottenstein has served as our director since 2012 He currently serves as a director and as the Chief Operating Officer and Executive Vice President of Acquisitions and Leasing at Schottenstein Property Group and Schottenstein Realty LLC. he currently serves as a director and as the chief operating officer and executive vice president of acquisitions and leasing at schottenstein property group and schottenstein realty llc Harvey Sonnenberg has served as our director since 2005. harvey sonnenberg has served as our director since 2005 He is a former partner of the certified public accounting firm Weiser LLP. he is a former partner of the certified public accounting firm weiser llp Allan Tanenbaum has served as our director since 2005. allan tanenbaum has served as our director since 2005 He currently serves as of counsel to Taylor English Duma LLC and as General Counsel and Managing Partner of Equicorp Partners. he currently serves as of counsel to taylor english duma llc and as general counsel and managing partner of equicorp partners Joanna Zaiac has served as our director since 2016. joanna zaiac has served as our director since 2016 In 2021, she started a consulting project with Grace Blue Partnership, an executive search firm that focuses on the marketing, advertising, and communication sectors. in 2021 she started a consulting project with grace blue partnership an executive search firm that focuses on the marketing advertising and communication sectors Also joining me today is Lisa Yerrace, our General Counsel and Corporate Secretary. Lisa Yerrace will act as Secretary of the meeting. The company has also appointed Lisa Yerrace to act as Inspector of Election, and he took the oath of Inspector of Election earlier today. We are also joined here today by Beth Forman, a partner with Deloitte, our independent auditor. She will have the opportunity to make a statement if she wishes to do so and will be available during the question-and-answer session after the meeting to respond to any appropriate questions. After the formal meeting has been adjourned, we will provide time for questions. While we have time set aside at the end of the meeting for questions and answers, you are able to ask questions at any time using the Ask a Question box on the bottom left side of the meeting website. Also joining me today is Lisa Yerrace, our General Counsel and Corporate Secretary. also joining me today is lisa yerrace our general counsel and corporate secretary Lisa Yerrace will act as Secretary of the meeting. lisa yerrace will act as secretary of the meeting The company has also appointed Lisa Yerrace to act as Inspector of Election, and he took the oath of Inspector of Election earlier today. the company has also appointed lisa yerrace to act as inspector of election and he took the oath of inspector of election earlier today We are also joined here today by Beth Forman, a partner with Deloitte, our independent auditor. we are also joined here today by beth forman a partner with deloitte our independent auditor She will have the opportunity to make a statement if she wishes to do so and will be available during the question-and-answer session after the meeting to respond to any appropriate questions. she will have the opportunity to make a statement if she wishes to do so and will be available during the question-and-answer session after the meeting to respond to any appropriate questions After the formal meeting has been adjourned, we will provide time for questions. after the formal meeting has been adjourned we will provide time for questions While we have time set aside at the end of the meeting for questions and answers, you are able to ask questions at any time using the Ask a Question box on the bottom left side of the meeting website. while we have time set aside at the end of the meeting for questions and answers you are able to ask questions at any time using the ask a question box on the bottom left side of the meeting website Please note that only authenticated shareholders or their representatives have the ability to ask questions in the designated field on the meeting website. Out of consideration for other shareholders, please limit yourself to one question. As stated in the rules of conduct, we ask that you restrict your remarks to the agenda items that are being presented today and other items that are germane to the business of the annual meeting. We will follow the parameters outlined in the rules of conduct in answering questions during the annual meeting. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, you can vote at any time by clicking the Vote Here button on the meeting website and following the instructions. Please note that only authenticated shareholders or their representatives have the ability to ask questions in the designated field on the meeting website. please note that only authenticated shareholders or their representatives have the ability to ask questions in the designated field on the meeting website Out of consideration for other shareholders, please limit yourself to one question. out of consideration for other shareholders please limit yourself to one question As stated in the rules of conduct, we ask that you restrict your remarks to the agenda items that are being presented today and other items that are germane to the business of the annual meeting. as stated in the rules of conduct we ask that you restrict your remarks to the agenda items that are being presented today and other items that are germane to the business of the annual meeting We will follow the parameters outlined in the rules of conduct in answering questions during the annual meeting. we will follow the parameters outlined in the rules of conduct in answering questions during the annual meeting If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, you can vote at any time by clicking the Vote Here button on the meeting website and following the instructions. if you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote you can vote at any time by clicking the vote here button on the meeting website and following the instructions Shareholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further action. Also, please note this meeting is being recorded and will be available on the investor page of our website, designerbrands.com. However, no one attending via remote communications is permitted to use any audio or video recording or rebroadcasting device. Lisa, has the notice of this meeting been sent to all shareholders entitled to vote at the 2026 annual meeting? Shareholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further action. shareholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further action Also, please note this meeting is being recorded and will be available on the investor page of our website, designerbrands.com. also please note this meeting is being recorded and will be available on the investor page of our website designerbrands.com However, no one attending via remote communications is permitted to use any audio or video recording or rebroadcasting device. however no one attending via remote communications is permitted to use any audio or video recording or rebroadcasting device Lisa, has the notice of this meeting been sent to all shareholders entitled to vote at the 2026 annual meeting? lisa has the notice of this meeting been sent to all shareholders entitled to vote at the 2026 annual meeting

Speaker 2: Yes. Broadridge Financial Solutions has delivered an affidavit of distribution establishing that notice of this meeting was duly given. A copy of the notice of this meeting and the affidavit of distribution will be filed with the meeting minutes. All shareholders of record at the close of business on April 23rd, 2026, the record date for this meeting, are entitled to vote at this 2026 annual meeting. A list of shareholders of record as of April 23rd, 2026, who are entitled to vote, is available for inspection by authenticated shareholders during this meeting at the bottom of the meeting website and will be filed with the meeting minutes. Yes. yes Broadridge Financial Solutions has delivered an affidavit of distribution establishing that notice of this meeting was duly given. broadridge financial solutions has delivered an affidavit of distribution establishing that notice of this meeting was duly given A copy of the notice of this meeting and the affidavit of distribution will be filed with the meeting minutes. a copy of the notice of this meeting and the affidavit of distribution will be filed with the meeting minutes All shareholders of record at the close of business on April 23rd, 2026, the record date for this meeting, are entitled to vote at this 2026 annual meeting. all shareholders of record at the close of business on april 23rd 2026 the record date for this meeting are entitled to vote at this 2026 annual meeting A list of shareholders of record as of April 23rd, 2026, who are entitled to vote, is available for inspection by authenticated shareholders during this meeting at the bottom of the meeting website and will be filed with the meeting minutes. a list of shareholders of record as of april 23rd 2026 who are entitled to vote is available for inspection by authenticated shareholders during this meeting at the bottom of the meeting website and will be filed with the meeting minutes The shareholder list shows that, as of the record date, there were 43,016,800 outstanding Class A common shares and 7,732,721 outstanding Class B common shares entitled to vote at this meeting. More than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date is represented by virtual participation or by proxy. Therefore, a quorum is present for purposes of transacting business at this meeting. The shareholder list shows that, as of the record date, there were 43,016,800 outstanding Class A common shares and 7,732,721 outstanding Class B common shares entitled to vote at this meeting. the shareholder list shows that as of the record date there were 43,016,800 outstanding class a common shares and 7,732,721 outstanding class b common shares entitled to vote at this meeting More than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date is represented by virtual participation or by proxy. more than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date is represented by virtual participation or by proxy Therefore, a quorum is present for purposes of transacting business at this meeting. therefore a quorum is present for purposes of transacting business at this meeting

Speaker 1: Thank you, Lisa. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The next order of business is a description of the matters to be voted on at today's meeting. Lisa, were there any shareholder nominations or proposals for business for this meeting properly and timely filed with you as Secretary? Thank you, Lisa. thank you lisa On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. on the basis of the report of the secretary and the inspector of election i find that proper notice has been given and that a quorum is present Accordingly, this meeting has been properly convened. accordingly this meeting has been properly convened The next order of business is a description of the matters to be voted on at today's meeting. the next order of business is a description of the matters to be voted on at today's meeting Lisa, were there any shareholder nominations or proposals for business for this meeting properly and timely filed with you as Secretary? lisa were there any shareholder nominations or proposals for business for this meeting properly and timely filed with you as secretary

Speaker 2: No, there were no such shareholder nominations or proposals. No, there were no such shareholder nominations or proposals. no there were no such shareholder nominations or proposals

Speaker 1: Thank you. Because no shareholder nominations or proposals were properly and timely filed for this meeting, the business of this meeting is limited to the matters on the agenda. Now, I will present the matters to be voted upon. Proposal one is the election of four Class I directors, each to serve until the annual meeting of shareholders in 2029 and until their successors are duly elected and qualified. The board has nominated Harvey L. Sonnenberg, Allan J. Tanenbaum, Peter S. Cobb, and me, Douglas M. Howe. Information concerning each of the Class I director nominee principal occupations, service with Designer Brands, and other matters which may be of interest is set forth on the proxy statement. The board unanimously recommends that shareholders vote in favor of the election of each director nominee to serve as a Class I member of the board. Thank you. thank you Because no shareholder nominations or proposals were properly and timely filed for this meeting, the business of this meeting is limited to the matters on the agenda. because no shareholder nominations or proposals were properly and timely filed for this meeting the business of this meeting is limited to the matters on the agenda Now, I will present the matters to be voted upon. now i will present the matters to be voted upon Proposal one is the election of four Class I directors, each to serve until the annual meeting of shareholders in 2029 and until their successors are duly elected and qualified. proposal one is the election of four class i directors each to serve until the annual meeting of shareholders in 2029 and until their successors are duly elected and qualified The board has nominated Harvey L. the board has nominated harvey l Sonnenberg, Allan J. sonnenberg allan j Tanenbaum, Peter S. tanenbaum peter s Cobb, and me, Douglas M. cobb and me douglas m Howe. howe Information concerning each of the Class I director nominee principal occupations, service with Designer Brands, and other matters which may be of interest is set forth on the proxy statement. information concerning each of the class i director nominee principal occupations service with designer brands and other matters which may be of interest is set forth on the proxy statement The board unanimously recommends that shareholders vote in favor of the election of each director nominee to serve as a Class I member of the board. the board unanimously recommends that shareholders vote in favor of the election of each director nominee to serve as a class i member of the board Proposal two is the non-binding advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30th, 2027. The board unanimously recommends that shareholders vote in favor of the ratification of the appointment of Deloitte. Proposal three is a non-binding advisory vote to approve the fiscal 2025 compensation of our named executive officers as described in the proxy statement. The board unanimously recommends that shareholders vote for the approval of the fiscal 2025 compensation of our named executive officers as detailed in the proxy. Proposal four is the approval of amendments to our amended and restated Code of Regulations or the Code. In accordance with SEC requirements, proposal four consists of six separate sub-proposals, each of which relates to certain proposed amendments to the code as detailed in the proxy statement. Proposal two is the non-binding advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30th, 2027. proposal two is the non-binding advisory vote to ratify the appointment of deloitte & touche llp as our independent registered public accounting firm for the fiscal year ending january 30th 2027 The board unanimously recommends that shareholders vote in favor of the ratification of the appointment of Deloitte. the board unanimously recommends that shareholders vote in favor of the ratification of the appointment of deloitte Proposal three is a non-binding advisory vote to approve the fiscal 2025 compensation of our named executive officers as described in the proxy statement. proposal three is a non-binding advisory vote to approve the fiscal 2025 compensation of our named executive officers as described in the proxy statement The board unanimously recommends that shareholders vote for the approval of the fiscal 2025 compensation of our named executive officers as detailed in the proxy. the board unanimously recommends that shareholders vote for the approval of the fiscal 2025 compensation of our named executive officers as detailed in the proxy Proposal four is the approval of amendments to our amended and restated Code of Regulations or the Code. proposal four is the approval of amendments to our amended and restated code of regulations or the code In accordance with SEC requirements, proposal four consists of six separate sub-proposals, each of which relates to certain proposed amendments to the code as detailed in the proxy statement. in accordance with sec requirements proposal four consists of six separate sub-proposals each of which relates to certain proposed amendments to the code as detailed in the proxy statement The board unanimously recommends that shareholders vote for the approval of each of the amendments to the code. The board unanimously recommends that shareholders vote for the approval of each of the amendments to the code. the board unanimously recommends that shareholders vote for the approval of each of the amendments to the code

Speaker 2: Doug, each item has been properly brought before this meeting. Any shareholder who has yet to vote or who wishes to change their vote may do so by clicking the Vote Here button on the meeting website and following the instructions provided on the meeting website. Shareholders who have mailed in proxies or have voted previously by telephone or internet and do not wish to change their votes do not need to take any further action at this time. I want to pause here and allow for shareholders to vote. Now that all shareholders have had the opportunity to vote, I declare the polls for this meeting closed. Doug, I now turn the meeting back to you. Doug, each item has been properly brought before this meeting. doug each item has been properly brought before this meeting Any shareholder who has yet to vote or who wishes to change their vote may do so by clicking the Vote Here button on the meeting website and following the instructions provided on the meeting website. any shareholder who has yet to vote or who wishes to change their vote may do so by clicking the vote here button on the meeting website and following the instructions provided on the meeting website Shareholders who have mailed in proxies or have voted previously by telephone or internet and do not wish to change their votes do not need to take any further action at this time. shareholders who have mailed in proxies or have voted previously by telephone or internet and do not wish to change their votes do not need to take any further action at this time I want to pause here and allow for shareholders to vote. i want to pause here and allow for shareholders to vote Now that all shareholders have had the opportunity to vote, I declare the polls for this meeting closed. now that all shareholders have had the opportunity to vote i declare the polls for this meeting closed Doug, I now turn the meeting back to you. doug i now turn the meeting back to you

Speaker 1: Thank you. While the votes are being tabulated, I want to thank our entire Designer Brands team, including our in-store associates and leaders. Your dedication and commitment to our organization and our mission are appreciated. On behalf of the board of directors and management, I'd like to thank our shareholders for your continued confidence and investment in Designer Brands. Now I'd like to turn the floor back to Lisa to announce the preliminary voting results. Thank you. thank you While the votes are being tabulated, I want to thank our entire Designer Brands team, including our in-store associates and leaders. while the votes are being tabulated i want to thank our entire designer brands team including our in-store associates and leaders Your dedication and commitment to our organization and our mission are appreciated. your dedication and commitment to our organization and our mission are appreciated On behalf of the board of directors and management, I'd like to thank our shareholders for your continued confidence and investment in Designer Brands. on behalf of the board of directors and management i'd like to thank our shareholders for your continued confidence and investment in designer brands Now I'd like to turn the floor back to Lisa to announce the preliminary voting results. now i'd like to turn the floor back to lisa to announce the preliminary voting results

Speaker 2: Thank you, Doug. The preliminary voting results are as follows. Each of the four director nominees to serve as Class I members of the board have been duly elected. The appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending January 30, 2027 has been ratified on an advisory basis. The fiscal 2025 compensation of the named executive officers has been approved on an advisory basis, and all of the amendments to the code have been approved. The final report of the Inspector of Election will be filed with the meeting minutes, and the final voting results will be filed with the Securities and Exchange Commission on a current report on Form 8-K within four business days hereafter. Now I'd like to turn the meeting back to Doug. Thank you, Doug. thank you doug The preliminary voting results are as follows. the preliminary voting results are as follows Each of the four director nominees to serve as Class I members of the board have been duly elected. each of the four director nominees to serve as class i members of the board have been duly elected The appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending January 30, 2027 has been ratified on an advisory basis. the appointment of deloitte as our independent registered public accounting firm for the fiscal year ending january 30 2027 has been ratified on an advisory basis The fiscal 2025 compensation of the named executive officers has been approved on an advisory basis, and all of the amendments to the code have been approved. the fiscal 2025 compensation of the named executive officers has been approved on an advisory basis and all of the amendments to the code have been approved The final report of the Inspector of Election will be filed with the meeting minutes, and the final voting results will be filed with the Securities and Exchange Commission on a current report on Form 8-K within four business days hereafter. the final report of the inspector of election will be filed with the meeting minutes and the final voting results will be filed with the securities and exchange commission on a current report on form 8-k within four business days hereafter Now I'd like to turn the meeting back to Doug. now i'd like to turn the meeting back to doug

Speaker 1: Thank you, Lisa. The report of the Inspector of Election as presented is accepted. There being no further business to come before the meeting, the 2026 annual meeting of shareholders of Designer Brands Inc. is now adjourned. We will now begin the question-and-answer portion of the meeting. Please note that the rules of conduct apply to the question-and-answer session, and we will reserve the right to not answer any questions that do not comply with our rules of conduct. Thank you, Lisa. thank you lisa The report of the Inspector of Election as presented is accepted. the report of the inspector of election as presented is accepted There being no further business to come before the meeting, the 2026 annual meeting of shareholders of Designer Brands Inc. is now adjourned. there being no further business to come before the meeting the 2026 annual meeting of shareholders of designer brands inc is now adjourned We will now begin the question-and-answer portion of the meeting. we will now begin the question-and-answer portion of the meeting Please note that the rules of conduct apply to the question-and-answer session, and we will reserve the right to not answer any questions that do not comply with our rules of conduct. please note that the rules of conduct apply to the question-and-answer session and we will reserve the right to not answer any questions that do not comply with our rules of conduct

Speaker 2: Seeing no questions from shareholders at this time, I will turn it back over to Doug. Seeing no questions from shareholders at this time, I will turn it back over to Doug. seeing no questions from shareholders at this time i will turn it back over to doug

Speaker 1: On behalf of management and the board, thank you for participating in the 2026 annual meeting. The meeting is now concluded. Thank you again. This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day. On behalf of management and the board, thank you for participating in the 2026 annual meeting. on behalf of management and the board thank you for participating in the 2026 annual meeting The meeting is now concluded. the meeting is now concluded Thank you again. thank you again This concludes today's meeting. this concludes today's meeting Thank you for attending. thank you for attending You may now disconnect and have a wonderful rest of your day. you may now disconnect and have a wonderful rest of your day