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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2025
Designer Brands Inc.
(Exact name of registrant as specified in its charter)
         
Ohio   001-32545   31-0746639
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
810 DSW Drive, Columbus, Ohio
  43219
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (614) 237-7100
 
 N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Shares, without par value DBI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

Act.    ☐





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

If an emerging growth company, indicate by check mark if 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 On October 3, 2025, Designer Brands Inc. (the “Company”) received notice from Jared A. Poff of his intent to step down as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company, effective as of October 31, 2025. Mr. Poff is resigning to pursue a new professional opportunity and not as a result of any disagreement with the Company on any matters related to the Company’s financial or accounting operations, policies, or practices.

On October 7, 2025, the Board of Directors of the Company approved the appointment of Mark A. Haley as the Company’s Principal Financial Officer on an interim basis, effective as of November 1, 2025. Mr. Haley will also continue to serve as the Company’s Senior Vice President, Controller and Principal Accounting Officer. Mr. Haley will work in close partnership with the Company’s tenured financial and accounting leadership teams to enable a seamless transition. The Company is launching an executive search to identify a permanent Chief Financial Officer.

In connection with Mr. Haley’s appointment as interim Principal Financial Officer, Mr. Haley will receive a one-time cash retention bonus of $100,000 (subject to repayment by him if he resigns within 24 months of receipt) and an award of restricted stock units, to be granted on October 15, 2025, which will have a grant date value of $150,000 and will vest 33% on each of the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, subject to Mr. Haley’s continued employment on each such date.

Mr. Haley, age 57, was appointed as Senior Vice President, Controller and Principal Accounting Officer in January 2019. Mr. Haley previously served as the Vice President and Controller of the Company from 2017 to January 2019. Before joining the Company in 2017, Mr. Haley served as Vice President, Chief Accounting Officer of Conn’s, Inc. from 2014 to 2017. From 2010 to 2014, Mr. Haley served as Vice President, Corporate Controller and Chief Accounting Officer at Coldwater Creek Inc. Prior to that, he was a senior director of financial reporting at SUPERVALU INC. and a director of assurance services at Deloitte & Touche LLP. Mr. Haley is a CPA and holds Bachelor of Science degrees in Finance and Accounting from the University of Idaho.

There are no arrangements or understandings between Mr. Haley and any other person pursuant to which he was appointed as interim principal financial officer. In addition, there are no family relationships between Mr. Haley and any directors or executive officers of the Company, and no transactions are required to be reported under Item 404(a) of Regulation S-K between Mr. Haley and the Company.

Item 7.01 Regulation FD Disclosure.

On October 8, 2025, the Company issued a press release announcing the resignation of Mr. Poff and appointment of Mr. Haley as interim Principal Financial Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number   Description
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


















Signature  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  
Designer Brands Inc.
By: /s/ Lisa M. Yerrace
Lisa M. Yerrace
Senior Vice President, General Counsel and Corporate Secretary
Date: October 8, 2025


EX-99.1 2 october82025ex991pressrele.htm EX-99.1 Document
Exhibit 99.1
Designer Brands Inc. Announces CFO Transition Process

Mark Haley, Senior Vice President, Controller and Principal Accounting Officer, Appointed Interim Principal Financial Officer

COLUMBUS, Ohio, October 8, 2025 - Designer Brands Inc. (NYSE: DBI) (the "Company," "we," "us," "our," and "Designer Brands"), today announced that Jared Poff has decided to resign as Executive Vice President, Chief Financial Officer and Chief Administrative Officer to pursue a new professional opportunity, effective October 31, 2025. Mark Haley, the Company’s Senior Vice President, Controller and Principal Accounting Officer, has been named Interim Principal Financial Officer, effective November 1, 2025. Mr. Haley will work in close partnership with Mr. Poff as well as the Company’s tenured financial and accounting leadership teams to enable a seamless transition. The Company is launching an executive search to identify a permanent Chief Financial Officer.

Mr. Haley, age 57, was appointed as Senior Vice President, Controller and Principal Accounting Officer in January 2019. Mr. Haley previously served as the Vice President and Controller of the Company from 2017 to January 2019. Before joining the Company in 2017, Mr. Haley served as Vice President, Chief Accounting Officer of Conn’s, Inc. from 2014 to 2017. From 2010 to 2014, Mr. Haley served as Vice President, Corporate Controller and Chief Accounting Officer at Coldwater Creek Inc. Prior to that, he was a senior director of financial reporting at SUPERVALU INC. and a director of assurance services at Deloitte & Touche LLP. Mr. Haley is a CPA and holds Bachelor of Science degrees in Finance and Accounting from the University of Idaho.

“Mark is a trusted and accomplished leader whose financial expertise and deep understanding of our business position him perfectly to lead during this important transition,” said Doug Howe, Chief Executive Officer. “I am confident that his strategic perspective, operational discipline, and commitment to excellence will ensure continuity as we move forward. As an organization, our efforts will remain focused on execution of our strategic initiatives to build a business rooted in the strength of our brand, centered on the customer, and positioned for long-term value creation.”




“On behalf of our entire team and the Board of Directors, I want to thank Jared for his significant contributions over the past ten years. We wish him continued success in his future endeavors.”

About Designer Brands

Designer Brands is one of the world's largest designers, producers, and retailers of the most recognizable footwear brands and accessories, transforming and defining the footwear industry through a mission of being shoe obsessed. With a diversified, world-class portfolio of coveted brands, including Topo Athletic, Keds, Vince Camuto, Kelly & Katie, Jessica Simpson, Lucky Brand, Mix No. 6, Crown Vintage and others, Designer Brands designs and produces on-trend footwear and accessories for all of life's occasions delivered to the consumer through a robust direct-to-consumer omni-channel infrastructure and powerful national wholesale distribution. Powered by a billion-dollar digital commerce business across multiple domains and over 660 DSW Designer Shoe Warehouse, The Shoe Co., and Rubino stores in North America, Designer Brands delivers current, in-line footwear and accessories from the largest national brands in the industry and holds leading market share positions in key product categories across women's, men's, and kids'. Designer Brands also distributes its brands internationally through select wholesale and distributor relationships while also leveraging design and sourcing expertise to build private label products for national retailers. Designer Brands is committed to being a difference maker in the world and the footwear industry. By leading with our corporate values of We Belong and We Do What's Right, Designer Brands supports the global community and the health of the planet by donating more than twelve million pairs of shoes to the global non-profit Soles4Souls since 2018. To learn more, visit www.designerbrands.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements in this press release may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "could," "believes," "expects," "potential," "continues," "may," "will," "should," "would," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. These statements are based on the Company's current views and expectations and involve known and unknown risks, uncertainties, and other factors, many of which are outside of the Company's control, that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.



These factors include, but are not limited to: uncertain general economic and financial conditions, including economic volatility and potential downturn or recession, supply chain disruptions, new or increased tariffs and other barriers to trade, fluctuating interest rates, unemployment rates and inflationary pressures, and the related impacts to consumer discretionary spending, as well as our ability to plan for and respond to the impact of these conditions; our ability to anticipate and respond to rapidly changing consumer preferences, seasonality, customer expectations, and fashion trends; the impact on our consumer traffic and demand, our business operations, and the operations of our suppliers, as we experience unseasonable weather, climate change evolves, and the frequency and severity of weather events increases; our ability to execute on our business strategies, including growing our Brand Portfolio segment, enhancing in-store and digital shopping experiences, and meeting consumer demands; our ability to successfully and efficiently integrate acquisitions in a manner that does not impede growth; our ability to maintain strong relationships with our suppliers, vendors, licensors, and retailer customers; risks related to losses or disruptions associated with our distribution systems, including our distribution centers and stores, whether as a result of reliance on third-party providers or otherwise; risks related to cyber security threats and privacy or data security breaches or the potential loss or disruption of our information technology ("IT") systems, or those of our vendors; risks related to the implementation of new or updated IT systems; our ability to protect our reputation and to maintain the brands we license; our reliance on our reward programs and marketing to drive traffic, sales, and customer loyalty; our ability to successfully integrate new hires or changes in leadership and retain our existing management team, and to continue to attract qualified new personnel; risks related to restrictions imposed by our senior secured asset-based revolving credit facility, as amended, and our senior secured term loan credit agreement, as amended, that could limit our ability to fund our operations; our competitiveness with respect to style, price, brand availability, shopping platforms, and customer service; risks related to our international operations and our reliance on foreign sources for merchandise; our ability to comply with laws and regulations, as well as other legal obligations; risks associated with climate change and other corporate responsibility issues; and uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation. Risks and other factors that could cause our actual results to differ materially from our forward-looking statements are described in the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025 or our other reports made or filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the time when made.



Except as may be required by applicable law, the Company undertakes no obligation to update or revise the forward looking statements included in this press release to reflect any future events or circumstances.

For further information: Stacy Turnof, DesignerBrandsIR@edelman.com