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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2018, the Board of Directors (the “Board”) of DSW Inc. (the “Company”) appointed Ekta Singh-Bushell to be an independent director, effective immediately. Ms. Singh-Bushell will stand for election at the Company’s next Annual Meeting of Shareholders in 2019. If confirmed, her term will expire at the 2022 Annual Meeting of Shareholders.
Ms. Singh-Bushell, age 46, has been appointed as a ClassIII Director. Ms. Singh-Bushell brings over 25 years of global management, financial, digital and technology, cybersecurity, and risk operations experience. Until 2017, Ms. Singh-Bushell served as Chief Operating Officer, Executive Office, at the Federal Reserve Bank of New York. Prior to that, she worked in multiple capacities at Ernst & Young LLP (EY) including: Northeast Talent Advisory Leader, Global Information Security Officer, US Innovation & Digital Strategy leader, and Senior Managing Partner. In addition, Ms. Singh-Bushell is a licensed certified public accountant (CPA).
Ms. Singh-Bushell currently serves on the board of directors, the audit committee and the nominating and governance committee of TTEC Holdings, Inc. (NASDAQ: TTEC), a global customer experience technology and services provider. She also serves on the board of directors, the audit risk & compliance committee, and the social & ethics committee of Datatec, Inc. (JSE: DTC), a multinational information and communications technology solutions and services group.
Ms. Singh-Bushell will serve on the Board’s Audit and Nominating and Corporate Governance Committees. The Board has determined that Ms. Singh-Bushell is “independent” under the standards set forth in the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Singh-Bushell and any other person to which Ms. Singh-Bushell was appointed as a director of the Company, and there are no transactions in which Ms. Singh-Bushell has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her service, Ms. Singh-Bushell will receive the Company’s standard fees paid to outside directors, including, upon the effective date of her appointment, pro-rated stock units with an initial aggregate value of $93,973 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 Proxy Statement, filed on April 6, 2018.
The Company will enter into its standard form of indemnification agreement with Ms. Singh-Bushell. The indemnification agreement, among other things, would require the Company to indemnify Ms. Singh-Bushell for certain liabilities to which she may become subject as a result of her affiliation with the Company. A copy of the form of indemnification agreement is filed as Exhibit10.1 hereto and incorporated into this item by reference.
The press release announcing the appointment of Ms. Singh-Bushell to the Company’s Board is filed as Exhibit99.1 and incorporated into this item by reference.
Item 9.01 Financial Statements and Exhibits
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Exhibits. |
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Form of Indemnification Agreement between DSW Inc. and its officers and directors (previously filed as Exhibit10.44 to Amendment No.4 to the Company’s Registration Statement on FormS-1 (Registration No.333-123289) filed with the Securities and Exchange Commission on June27, 2005, and incorporated herein by reference). |
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Press Release dated September 17, 2018. |
DSW Inc. ExhibitEX-10.1 2 singh-bushellindemnificati.htm EXHIBIT 10.1 Exhibit INDEMNIFICATION AGREEMENTThis Indemnification Agreement (this “Agreement”) is made as of this ___ day of ___________,…To view the full exhibit click here
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.
