Document


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): June 9, 2016 (June 8, 2016)

DSW 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
 
 
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Shareholders
On June 8, 2016, DSW Inc. (the “Company”) held its Annual Meeting of Shareholders in Columbus, Ohio to consider and vote on the matters listed below. A total of 73,011,286 shares of the Company’s common stock were present or represented by proxy at the meeting. This represented approximately 89% of the Company’s 81,693,982 shares of common stock that were outstanding and entitled to vote at the meeting. As of the record date for the Annual Meeting, there were 73,961,175 Class A shares outstanding (one vote per share) and 7,732,807 Class B shares outstanding (eight votes per share). Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Election of Directors
The shareholders of the Company elected each of the director nominees nominated by the Company’s Board of Directors as Class III directors with terms expiring in 2019. The voting results were as follows:
Name of Nominee
 
Votes For
 
Votes Withheld
Elaine J. Eisenman
 
126,129,951
 
922,413
Joanna T. Lau
 
125,778,833
 
1,273,531
Joseph A. Schottenstein
 
124,947,536
 
2,104,828
There were no broker non-votes for each director on this proposal.
Advisory Vote on the Compensation Paid to Named Executive Officers
The shareholders of the Company voted on the Compensation paid to Named Executive Officers. The voting results were as follows:
Votes For
 
Votes Against
 
Abstentions
125,355,072
 
1,666,412
 
30,880
There were no broker non-votes on this proposal.
Vote on a Shareholder Proposal for a Simple Majority Vote
The shareholders of the Company voted on a Shareholder Proposal for a Simple Majority Vote. The voting results were as follows:
Votes For
 
Votes Against
 
Abstentions
44,154,525
 
82,839,438
 
58,401
There were no broker non-votes on this proposal.







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.  
 
 
 
 
DSW Inc.
 
 
 
By:
 /s/ William L. Jordan
 
 
 
 
William L. Jordan
 
 
 
 
Chief Administrative Officer, Executive Vice President and General Counsel
 
 
 
 
 
Date:
June 9, 2016