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

Appointment of Chief Operating Officer of the Company

DSW Inc. (the “Company”) announces that Michele Love, age 59, is
joining the Company on May 1, 2017 as an Executive Vice President
and Chief Operating Officer of the Company.

Ms. Love joins DSW Inc. from Nordstrom, Inc., a leading fashion
specialty retailer (“Nordstrom”), where she held the role of Vice
President, Director of Rack Stores since 2012. From 2000 to 2012,
Ms. Love served as Nordstrom’s National Merchandise Director,
Salon/Designer Shoes. Ms. Love served in several leadership
capacities within store operations, merchandising, and customer
service at Nordstrom over the last 32 years, and holds a Bachelor
of Arts degree from the University of Wisconsin-Madison.

to the Company’s offer letter dated February 28, 2017, Ms. Love
will receive an annual base salary of $650,000 and a cash signing
bonus of $800,000. $400,000 of the bonus will be paid by May 31,
2017, and the remaining $400,000 will be paid on February 23,
2018. She will be granted performance-based restricted stock with
a targeted future value of $350,000 and stock options with a
targeted future value of $350,000. The performance-based
restricted stock units will vest 50% on the third anniversary of
the grant date, subject to achievement of the Company’s fiscal
year 2017 operating income goal, and the stock options will vest
at 20% increments over five (5) years and will have a ten (10)
year life. Ms. Love will participate in the Annual Management
Incentive Plan with a target payout of 60% of her annual base
salary. Her incentive opportunity for fiscal year 2017 will be
pro-rated based on her hire date of May 1, 2017. She will also
receive benefits normally accorded exempt salaried associates and
relocation benefits. If Ms. Love voluntarily resigns within
thirty-six (36) months of her date of hire, she will be required
to repay the Company the cash signing bonus. If she voluntarily
resigns within thirty-six (36) months from the date of relocation
initiation, she will be required to reimburse the Company for any
relocation benefits provided to her.

The Company’s press release entitled “DSW Announces New
Executive Appointments” is filed herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

>