Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders held by DSW Inc. on June 5, 2013, in Columbus, Ohio. The filing was submitted on June 7, 2013. Note: The metadata references "Designer Brands Inc.," but the filing text explicitly identifies the registrant as "DSW Inc."
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Voting Results
A total of 42,190,018 shares were present or represented by proxy, representing approximately 94% of the 44,945,444 shares outstanding. The outstanding shares consisted of 36,136,516 Class A shares (one vote per share) and 8,808,928 Class B shares (eight votes per share).
Election of Directors
- Class III Directors (Terms expiring 2016):
- Henry L. Aaron: 78,526,650 votes for; 25,234,703 votes withheld.
- Elaine J. Eisenman: 103,204,848 votes for; 556,505 votes withheld.
- Joanna T. Lau: 103,167,520 votes for; 593,833 votes withheld.
- Joseph A. Schottenstein: 102,844,960 votes for; 916,393 votes withheld.
- Class II Director (Term expiring 2015):
- James V. O'Donnell: 102,873,567 votes for; 887,786 votes withheld.
There were no broker non-votes for any director proposals.
Advisory Vote on Executive Compensation
- Votes For: 103,483,612
- Votes Against: 268,408
- Abstentions: 9,333
There were no broker non-votes on this proposal.
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary, risks, contingencies, or unusual items.
Important Facts for Investors to Verify
- Verify the significant number of votes withheld for director nominee Henry L. Aaron (25,234,703) compared to other nominees.
- Confirm the dual-class share structure (Class A and Class B) and its impact on voting power.
- Ensure the distinction between DSW Inc. (the registrant) and Designer Brands Inc. (referenced in metadata) is understood, as they may represent different entities or a name change not detailed in this specific text.