DSW Inc. (NYSE:DSW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 2, 2017, the Board of Directors of the Company appointed Peter Cobb to be an independent director, effective immediately. Mr. Cobb will stand for election at the Company's next Annual Meeting of Shareholders in 2018. If confirmed, his term will expire at the 2021 Annual Meeting of Shareholders.

Peter Cobb, age 59, has been appointed as a ClassII Director. Mr. Cobb brings over 33 years of digital operations, marketing, business development, and merchandising experience. In 1998, he co-founded eBags, the largest online retailer of luggage, handbags, backpacks, and travel products. Prior to co-founding eBags, Mr. Cobb served as Director of Marketing at Samsonite for over 6 years. Before joining Samsonite, Mr. Cobb spent 6 years with Ben Hogan Golf, serving as Director of Marketing. Mr. Cobb currently serves on the Board of Directors of the National Retail Federation, and has formerly served as Chairman of the Board of both Shop.org (a division of the National Retail Federation) and the Travel Goods Association. In 2003, Mr. Cobb also founded 6pm.com, a full-scale e-commerce platform selling footwear and accessories, which Zappos.com acquired in 2007.

Mr. Cobb will serve on the Company's Nominating and Corporate Governance and Technology Committees and in connection with his service, he will receive the Company's standard fees paid to outside directors. Upon the effective date of his appointment, Mr. Cobb will also receive pro-rated stock units with an initial aggregate value of $113,151 based on the current fair market value of the Company's common stock. A description of outside director fees and equity grants is set forth on page 39 of the Company's Schedule 14A definitive proxy statement filed on April 13, 2017.

There are no arrangements or understandings between Mr. Cobb and any other person to which Mr. Cobb was appointed as a director of the Company, and there are no transactions in which Mr. Cobb has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The Company will enter into its standard form of Indemnification Agreement with Mr. Cobb. A copy of the form of Indemnification Agreement is filed as Exhibit10 hereto and incorporated into this item by reference.

The press release announcing the appointment of Mr. Cobb to the Company’s Board of Directors is filed as Exhibit99.1 and incorporated into this item by reference.

Item 9.01 Financial Statements and Exhibits

DSW Inc. Exhibit
EX-99.1 2 pressrelease8-k822017.htm EXHIBIT 99.1 Exhibit DSW Inc. Appoints Peter Cobb as New Independent DirectorCOLUMBUS,…
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About DSW Inc. (NYSE:DSW)

DSW Inc. is a footwear retailer. The Company offers assortment of shoes, handbags and accessories for women, men and children. The Company operates through two segments: the DSW segment and the Affiliated Business Group (ABG) segment. The DSW segment includes DSW stores and dsw.com. The Company, through its ABG segment, partners with approximately three other retailers to help build and optimize their footwear businesses. The Company operates over 470 DSW stores, dsw.com and shoe departments in approximately 280 Stein Mart stores and Steinmart.com, over 100 Gordmans stores and Gordmans.com, and approximately one Frugal Fannie’s store. Its DSW stores average approximately 21,000 square feet and carry over 21,500 pairs of shoes. In addition, it offers DSW Rewards program, through which members earn points towards certificates every time they purchase.