Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AINFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

Letter from the Chairman

2025 marked a year of significant progress for Wolverine Worldwide, marked by renewed growth, improved profitability, and sharper operational execution. Management delivered high-quality performance amid a dynamic business environment, led by strong results from the Company's two largest brands - Merrell and Saucony - and enabled by a focused strategy and the development of key capabilities. This progress culminated in the Company earning the Great Place To Work Certification™ and being named 2025 Company of the Year by Footwear News - recognition that underscores Wolverine Worldwide's transformation, innovation, and performance.

2025 built on the momentum established since 2023, when the Board appointed new leadership and worked closely with management to guide a deliberate reset and transformation of the Company. This initially included making fast and bold decisions to stabilize the business and strengthen the balance sheet then, as these actions took hold, transforming the organization to inflect to growth and deliver improved, consistent financial performance. This disciplined approach, grounded in our Value Creation Model and supported by strong brand-building capabilities, has now positioned Wolverine Worldwide for sustainable, profitable growth.

Over the past year the Board also enhanced its capabilities with the addition of two new directors, Cheryl Abel-Hodges, CEO of Tommy John, and Jack Boyle, who recently retired from Fanatics. Their deep expertise in global consumer brands, retail, and omnichannel strategy brings valuable perspective as the Company enters its next phase of growth.

As we look ahead, the Board is confident in the direction of the Company and in management's ability to build on this year's performance. Importantly, the Company has delivered against the commitments outlined at the outset of the transformation, and we believe it is well-positioned to accelerate its trajectory. We are encouraged by the alignment across the organization and the shared commitment to growth, operational excellence, and disciplined execution - foundational to delivering long-term value for shareholders.

On behalf of the entire Board of Directors of Wolverine Worldwide, thank you for your continued support, confidence, and partnership.

 

Tom Long

Chairman of the Board

Letter from the CEO

DELIVERING ON OUR STRATEGY

As we entered 2025, Wolverine Worldwide was emerging from a pivotal turnaround year. Our objectives were clear - accelerate growth, continue to expand profitability, and responsibly invest to drive the future success of our brands and business. By executing with focus, pace, and discipline I'm proud to share that we delivered on all three objectives.

We delivered full-year revenue of $1.87 billion - an increase of 7% compared to 2024 - led by our two largest brands, Merrell and Saucony. Merrell extended its momentum to six consecutive quarters of growth, while Saucony increased revenue by just over 30%, achieving record annual revenue.

We also took action to strengthen underperforming parts of the business, and by year-end we saw tangible improvements, further confirming the effectiveness of our brand-building playbook. Combined with disciplined, thoughtful investments across the organization, these achievements enabled us to exceed our financial expectations for the year and set a stronger foundation for the road ahead.

Finally, we continued to improve the balance sheet, reducing net debt by $81 million in 2025, building on the $246 million reduction achieved in 2024. Operating free cash flow was $126 million for the year, and we paid dividends totaling $33 million.

ACCELERATING PROFITABLE GROWTH AND ADVANCING OUR BRAND-BUILDING MODEL

Our revenue growth in 2025 was matched by a meaningful improvement in profitability. Operating margin expanded 240 basis points and adjusted operating margin expanded 170 basis points, and earnings per share and adjusted earnings per share increased 107% and 53% compared to 2024, respectively. These results reflect structural enhancements in our operating model, healthier inventory, product cost savings, and a higher mix of full-price sales. These improvements now position us to further expand profitability, while scaling the business with intention.

At the same time, we continued to invest in our brands, talent, and capabilities. We increased marketing and demand creation efforts, recruited new key talent and leadership, and deployed advanced technologies - including AI-driven capabilities - to help our teams move faster and smarter. We also improved execution across our wholesale and direct-to-consumer channels to help our brands connect with consumers more effectively and consistently, led by our Global Key City initiative.

Underpinning and providing a framework for this progress is our Brand-Building Model - focused squarely on building awesome products, telling amazing stories, and driving the business every day.

POISED FOR SUSTAINABLE GROWTH AHEAD

We enter 2026 from a stronger position, with the company expected to deliver mid-single-digit revenue and constant currency revenue growth, consistent with our Value Creation Model. Merrell and Saucony remain strong and are expected to deliver mid-single-digit and mid-teens revenue growth, respectively (mid-single-digit and low-to-mid-teens constant currency revenue growth, respectively). Across the balance of our portfolio, performance is on a path toward greater consistency, bolstered by the actions we've taken.

Looking ahead, our brands are aligned with long-term macro consumer trends at their core and are well-positioned to extend into broader adjacent lifestyle opportunities. At the same time, our organization is more agile, more engaged and aligned, and better equipped to deliver sustainable, profitable growth.

With a healthier balance sheet and greater financial flexibility, we expect to continue investing in the opportunities ahead - from product innovation and consumer insights to digital capabilities and marketing. Our disciplined capital allocation strategy - investing in the business, further reducing debt, and maintaining the dividend - remains focused on driving long-term value for our shareholders.

I'm incredibly proud of what our global team accomplished in 2025 - and even more excited by what's ahead. With the heavy lift of the turnaround behind us - we've built a stronger foundation, revitalized our brands, and aligned our team around a shared Vision to - Make. Every Day. Better.- for our consumers, our partners, our communities, and for you, our shareholders.

As always, thank you for your continued support of Wolverine Worldwide. Be well, be safe...

 

Christopher Hufnagel

President and Chief Executive Officer

Notice of 2026 Annual Meeting of Shareholders

11:00 a.m. EDT, May 7, 2026

To Our Shareholders:

We invite you to attend the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Wolverine World Wide, Inc. ("we," "us," the "Company," "Wolverine Worldwide" or "Wolverine"). The meeting will be held on May 7, 2026, at 11:00 a.m. EDT in a virtual format designed to provide shareholders with the same rights and opportunities to participate that they would have at an in-person meeting. At the Annual Meeting, shareholders will vote on the following items:

Shareholders may also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Shareholders of record as of the close of business on March 9, 2026, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/WWW2026, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability"), and follow the instructions on the website. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or through the internet, or by completing, signing, dating and returning your proxy card in the enclosed envelope. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Rules for the conduct of the Annual Meeting will be available on the meeting website. For information about how to view the rules and the list of shareholders entitled to vote at the Annual Meeting during the ten days preceding the Annual Meeting, please visit our 2026 Annual Meeting website at www.wolverineworldwide.com/2026annualmeeting.

This Notice of 2026 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended January 3, 2026 are being mailed or made available to shareholders starting on or about March 25, 2026.

By Order of the Board of Directors,

 

David A. Latchana

Chief Legal Officer and Secretary

Table of Contents

Proxy Statement Summary

This summary highlights key information that can be found in greater detail elsewhere in this Proxy Statement. This summary does not contain all the information that shareholders should consider, and shareholders should read the entire Proxy Statement before voting.

Our Brand Portfolio

Wolverine Worldwide maintains a diverse portfolio of category-leading brands:

 

Our Strategic Direction

We are driven by a new vision for Wolverine Worldwide:

 

Our portfolio is strategically focused on brands that are originals and leaders in attractive performance categories that we believe are aligned with long-term, macro consumer trends. Consistent with the Company's vision, each brand in our portfolio endeavors to make their consumers' lives better - healthier, happier and more productive.

Differentiated, purpose-led brands that excite consumers and deliver healthy margins are fundamental to our strategy. To this end, we are building capabilities and aligning the organization around our global Brand-building Model, prioritizing:

Our corporate structure enables our brands to focus on their consumers, product, and marketing by providing platforms that efficiently drive operations and back-office activities and centers-of-excellence that help create competitive advantages for the brands on capabilities deemed to be strategically important - including consumer insights, trend, and innovation.

Matters to Be Voted Upon

Shareholders are being asked to vote on the following matters at the 2026 Annual Meeting of Shareholders:

Election of Directors for Terms Expiring in 2029

The Board currently consists of ten directors. The Company's By-Laws establish three classes of directors with each class serving three-year terms.

The Board has nominated four directors for election at the Annual Meeting, as outlined in the table below. The Board recommends that shareholders vote "FOR" each of the nominees named below.

Detailed director biographies can be found on pages 18-27 of the Proxy Statement.

Board is Composed of Directors with the Right Mix of Characteristics, Skills and Experiences

The following charts illustrate key characteristics of the Board as of the date of this Proxy Statement:

 

The following chart lists the important skills and experiences that the Company's directors possess:

 

Shareholder Engagement

As part of its ongoing shareholder engagement efforts, in fiscal year 2025, the Company reached out to shareholders representing approximately 78% of its outstanding shares held by institutional investors, and has held or offered to hold meetings or calls with all shareholders who accepted the Company's invitation. Discussions focused on Company strategy, financial performance, corporate responsibility and governance.

Corporate Governance Highlights

Wolverine Worldwide is committed to a governance structure that provides strong shareholder rights and meaningful accountability.

Meeting Information

The Company's Annual Meeting is scheduled to take place virtually, as set forth in the notice, on May 7, 2026, at 11:00 a.m. EDT. The Company encourages you to vote your shares before the Annual Meeting.

Corporate Governance

Wolverine Worldwide is committed to the highest level of corporate governance, and the Board has adopted Corporate Governance Guidelines to strengthen management accountability and promote long-term shareholder interests.

Board of Directors

The shareholders elect directors to serve on the Company's Board of Directors (the "Board of Directors" or "Board"). The Board oversees the management of the business by the Chief Executive Officer ("CEO") and senior management. In addition to its general oversight function, the Board's responsibilities include, but are not limited to, the following:

Board Composition

Board Highlights

The Board prides itself on its ability to recruit and retain directors who have high personal and professional integrity and have demonstrated exceptional ability and judgment to effectively serve shareholders' long-term interests. These skills and experience will help the Company accomplish its most important strategic objectives, such as global brand-building, investing in the Company's growth brands, direct-to-consumer and digital growth, powerful product, operational excellence, supply chain management, and international growth. The Board also values a diversity of backgrounds, experiences, and perspectives and considers this an important factor in identifying and considering nominees for appointment and election. The Board believes that its directors, including the nominees for election as directors at the Annual Meeting, have characteristics and valuable skills that provide the Company with the variety and depth of knowledge, judgment and strategic vision necessary to provide effective oversight of the Company.

The Board, with the assistance of the Governance Committee, annually assesses the current composition of the Board across many dimensions to help achieve the right mix of experience and expertise and to assist in succession planning. This assessment addresses the individual performance, experience, age and skills of each director. As part of this process the Board has identified specified skills and experience it desires its members to collectively possess. The below graphic lists these skills and experience and indicates which of the directors possess each. As shown, these skills and experience are well represented within the Board.

Board Skills and Experience

Director Nominations

The Board's Governance Committee serves as its nominating committee. The Governance Committee, in anticipation of upcoming director elections and other potential or expected Board vacancies, evaluates qualified individuals and recommends candidates to the Board. The Governance Committee may (and typically does) retain a search firm or other external parties to assist it in identifying candidates, and the Governance Committee has the sole authority to select such a firm, approve the search firm's fees and retention terms, and to terminate the firm if necessary.

The Governance Committee considers candidates suggested by directors, senior management or shareholders. Shareholders may recommend individuals as potential director candidates by communicating with the Governance Committee through one of the Board communication mechanisms described under the heading "Shareholder Communications Policy." Shareholders that wish to nominate a director candidate must comply with the procedures set forth in the Company's By-Laws, which are posted on its website. The deadline for shareholders to submit notice of nominations for next year's annual meeting is set forth under the heading "Other Shareholder Proposals for Presentation at Next Year's Annual Meeting" in this Proxy Statement.

Ultimately, upon the recommendation of the Governance Committee, the Board selects the Company's director nominees for election at each annual meeting. In selecting director nominees, the Board considers each candidate's performance as a director (which is assessed through an anonymous written peer evaluation) if such candidate is serving or has served as a director of the Company; personal and professional integrity; ability and judgment; and likelihood to be effective, working with the other nominees and directors, in serving the long-term interests of the shareholders. The Governance Committee also considers candidates' relative skills, experience, attributes, background and characteristics as well as independence under applicable New York Stock Exchange ("NYSE") listing standards and the Company's Director Independence Standards, potential to contribute to the composition and culture of the Board, ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to Board duties.

Director Onboarding and Ongoing Education Initiatives

The Board provides onboarding orientation programs to familiarize new Board members with the Company's business and the operation of the Board. Directors are encouraged to participate in continuing education programs to assist them in performing their Board responsibilities. The Company supports director education by coordinating continuing education programs and reimbursing directors for related expenses.

Board Self-Assessment

As part of an annual Board assessment, each director evaluates over a number of dimensions the performance of the Board and any committee on which he or she serves. Tom Long, the Chairman of the Board, works with the Governance Committee to review the Board self-assessment with directors following the end of each fiscal year and to conduct individual director interviews at the end of each year. Committee Chairpersons review the committee self-assessments with their respective committee members and discuss them with the Board. The Company has also used a third-party facilitator to elicit feedback from directors as part of the Board assessment process.

In addition, the Governance Committee, working with the Chairman of the Board, develops and implements guidelines for evaluating all directors standing for nomination and election and oversees the evaluation of such nominees.

Risk Oversight

The Board oversees the Company's process for assessing and managing enterprise risk and mitigation activities with a focus on the most significant enterprise risks facing the Company, including strategic, inventory, operational and supply chain, financial, cybersecurity, human capital, environmental, social, and governance ("ESG") and legal compliance risks. This oversight is conducted through quarterly presentations by and discussions with the President and CEO, Chief Financial Officer ("CFO"), Director of Internal Audit, Chief Legal Officer, Chief Information Officer, Chief Information Security Officer, brand and department leaders and other members of management. The Chief Legal Officer, Risk Manager, and Director of Internal Audit coordinate management's day-to-day risk management and mitigation efforts, and the Director of Internal Audit reports directly to the Audit Committee.

The Chief Legal Officer, Risk Manager, and Director of Internal Audit review with the Audit Committee regularly, and with the full Board periodically, management's risk assessment and mitigation strategies. In addition to the above processes, the Board has delegated risk management and mitigation oversight responsibilities to its standing committees, which meet regularly to review and discuss specific risk topics that align with their core responsibilities.

receive these quarterly reports and attend presentations to the Audit Committee provided by members of management. The Company has protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported promptly to the Board and Audit Committee, as well as ongoing updates regarding any such incident until it has been addressed.

Each year, the Company reviews its compensation policies and practices to assess whether they are reasonably likely to have a material adverse effect on the Company. As part of this review, the Company compiled information about the Company's incentive plans, including reviewing the Company's compensation philosophy, evaluating key incentive plan design features and reviewing historic payout levels and pay mix. With assistance from Company management and its independent compensation consultant, the Compensation and Human Capital Committee reviewed the executive compensation program, and managers from the Company's human resources and legal departments reviewed the non-executive compensation programs.

•

Building on our climate strategy established in 2023, we've taken meaningful steps to further understand the Company's climate footprint by measuring and disclosing our Scope 1 and 2 emissions for 2023 aligned with the GHG Protocol, and plan to disclose our Scope 1 and 2 emissions for 2024 later this year.

•	We have conducted a relevancy assessment for Scope 3 categories and completed our first inventory of Scope 3 value chain emissions. We anticipate disclosing 2024 Scope 3 data later this year.

•	We have worked to strengthen our governance and risk management by regular oversight and quarterly review of climate-related risks and opportunities by the Board and management quarterly.

•

Through formalized risk assessment processes, such as our Double Materiality Assessment, which evaluated the relevance of ESG topics based on their actual or potential impacts to the environment and society as well as our financial performance, and our assessment of our compliance with the original European Sustainability Reporting Standards, the Company has worked to better understand the potential climate-related risks and opportunities of various actions.

•

Each year since 2015, we have purchased Renewable Energy Credits (RECs) to match the energy use at our North America facilities. In 2024, we matched our electricity consumption in our North America operations through the purchase of 17,000 MWh of RECs, enabling us to reduce those emissions in our inventory.

1	Website references are provided for convenience only, and the content on the referenced websites is not, and shall not be deemed to be, incorporated by reference into this Proxy Statement.

•

We offer our employees an array of opportunities for self-development and continued learning, including an annual Global Careers Conference, the Harvard Leadership Essentials series for people leaders, e-learning options and a coaching office to help our people develop, grow and become great leaders and team members.

•

Our 2025 pulse survey, which we use to collect feedback on employees' job satisfaction, loyalty and engagement, had a Global Engagement Score of 7.7 on a 10 point scale, which reflects results that are well within benchmark of the Consumer Durables & Apparel sector, with an 83% overall participation rate for 2025.

•

With thousands of employees across the globe, Wolverine Worldwide's workforce represents a wide range of cultures, religions, ethnicities, nationalities, backgrounds, and beliefs. Wolverine Worldwide is focused on fostering an inclusive environment where every team member feels valued, respected, and empowered.

2	Ethnicity is reported for U.S. population only. Information provided is as of January 3, 2026.

the development and disclosure of the Company's broader ESG initiatives. The Board, through the Compensation and Human Capital Committee, oversees the Company's human capital strategies and policies, and our Chief Human Resources Officer provides the Committee with quarterly updates on Company human resources-related initiatives.

Code of Business Conduct and Accounting and Finance Code of Ethics

Shareholder Communications Policy

Shareholders and other interested parties may send correspondence to the Board, the non-employee directors as a group, a specific Board committee or an individual director (including the Chairman of the Board) in the manner described below.

The Chief Legal Officer will provide a summary and copies of all correspondence (other than solicitations for services, products or publications) as applicable at each regularly scheduled Board meeting.

The Chief Legal Officer will alert individual directors if an item warrants a prompt response from the individual director prior to the next regularly scheduled meeting. Items warranting a prompt response, but not addressed to a specific director, will be routed to the applicable committee Chairperson.

Proposal 1 - Election of Directors

for Terms Expiring in 2029

The Board currently consists of ten directors. The Company's By-Laws establish three classes of directors with each class serving staggered three-year terms. At each annual meeting, the term of one class expires. The Board has nominated four directors for election at the Annual Meeting: Cheryl Abel-Hodges, William K. Gerber, Nicholas T. Long and Kathleen Wilson-Thompson. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2029 or until a successor, if any, has been elected and is qualified.

All director nominees are independent directors, as determined by the Board under the applicable NYSE listing standards and the Company's Director Independence Standards. Each director nominee currently serves on the Board. The shareholders most recently elected Messrs. Gerber and Long and Ms. Wilson-Thompson at the Company's 2023 Annual Meeting. Ms. Abel-Hodges was appointed to the Board in 2025 on the recommendation of the Company's Governance Committee after having been identified as a candidate by a third-party search firm.

The Company is not aware of any nominee who will be unable or is unwilling to serve as a director. However, if a nominee is unable to serve or is otherwise unavailable for election, the incumbent directors may or may not select a substitute nominee. If the directors select a substitute nominee, the proxy holder will vote the shares represented by all valid proxies for the substitute nominee (unless other instructions are given).

The biographies of the four nominees and the other continuing directors of the Company are below, along with a discussion of the experience and skills of each director.

Director Nominees with

Proposed Terms Expiring in 2029

BOARD RECOMMENDATION

The Board recommends that you vote "FOR" the election of the above nominees for proposed terms expiring in 2029.

Directors with Terms Expiring in 2027

Directors with

Terms Expiring in 2028

Board Leadership

The Company's Corporate Governance Guidelines give the Board the flexibility to determine the best leadership structure for the Company based upon the Company's evolving needs and opportunities. The Governance Committee periodically reviews the Board's leadership structure and considers many factors, including the specific needs of the business and what is in the best interests of the Company's shareholders. The Board believes its current leadership structure, in which the roles of Chairman and CEO are separated, best serves the Company at this time, as it allows the Company's CEO to focus on executing the Company's strategy and transformation, while leveraging our independent Chairman's experience to drive accountability at the Board level.

Director Independence

The Board annually assesses the independence of all directors. To qualify as "independent," the Board must affirmatively determine that the director is independent under the Company's Director Independence Standards, which are modeled after the listing standards of the NYSE. Under NYSE listing standards and the Company's Director Independence Standards, the Board has determined that except for Mr. Hufnagel, who is a Company employee, each of our non-management directors (Cheryl Abel-Hodges, Stacia Andersen, Jeffrey M. Boromisa, Jack Boyle, William K. Gerber, Brenda J. Lauderback, Tom Long, DeMonty Price, and Kathleen Wilson-Thompson) is independent. In addition, the Board determined that David Kollat and Jodi Bricker, each of whom served as director until May 1, 2025, were independent during the time they served as directors. All of the Board's committees are comprised entirely of independent directors. The independent directors generally meet in executive session at each regularly-scheduled Board meeting.

The Company's Director Independence Standards define an "Independent Director" as a director who the Board determines otherwise has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), and who:

Board Committees, Meetings and Meeting Attendance

The Board has three committees: Audit, Compensation and Human Capital, and Governance. Each committee meets periodically throughout the year and reports its recommendations to the Board. The Company expects directors to attend every meeting of the Board and the committees on which they serve and to attend the annual meeting of shareholders. In 2025, all directors then serving on the Board attended the 2025 Annual Meeting of Shareholders, and all directors attended at least 75% of the meetings of the Board (6 meetings in 2025) and the committees on which they served held during the period for which he or she served.

All directors are typically invited to attend all committee meetings, but only committee members are required to attend meetings of their respective committees. Our independent directors met regularly in separate executive sessions during fiscal year 2025, all of which were chaired and led by the Independent Chairman of the Board.

Each committee annually evaluates its performance to determine its effectiveness. The Board has determined that all committee members are "independent" as defined by NYSE listing standards. Furthermore, each Audit Committee member satisfies the NYSE "financial literacy" requirement. In addition, the Board has determined that Mr. Boromisa and Mr. Gerber are "audit committee financial experts" under Securities and Exchange Commission ("SEC") rules. Each committee's charter, with a complete list of the duties and responsibilities, is available on the Company's website at www.wolverineworldwide.com/investor-relations/corporate-governance/.

Director Compensation in Fiscal Year 2025

The Company's non-employee director compensation philosophy is to pay compensation that is competitive with the compensation paid by companies of similar size, in similar industries and with whom Wolverine Worldwide competes for director candidates. The Governance Committee, with input from management and from the Compensation and Human Capital Committee's independent compensation consultant, reviewed director compensation and compared it to market data, including a comparison to director compensation for the Company's Peer Group, as defined on page 48, and broader industry market surveys (FW Cook Director Compensation Report and NACD Director Compensation Report).

The following table provides information regarding the compensation of the Company's non-employee directors for fiscal year 2025. In 2025, Mr. Hufnagel received compensation for his services as the Company's President and CEO but did not receive any additional compensation for service as a director. His compensation is reflected in the Compensation Discussion and Analysis section, the Summary Compensation Table, and related tables and disclosures.

The following table shows the non-employee director compensation program for fiscal year 2025, which remained unchanged from fiscal year 2024:

Director Deferred Compensation Plan. The Company's Amended and Restated Outside Directors' Deferred Compensation Plan (the "Director Deferred Compensation Plan") is a supplemental nonqualified deferred compensation plan for non-employee directors. A separate non-employee director deferred compensation plan applies to benefits accrued under that plan before January 1, 2005. The Director Deferred Compensation Plan permits all non-employee directors to voluntarily defer, at their option, 25%, 50%, 75% or 100% of their director cash fees. The Company establishes a book account for each non-employee director and credits the director's account with a number of stock units equal to the amounts voluntarily deferred, divided by the closing market price of common stock on the payment/deferral date. The Company also credits director accounts with dividend equivalents on amounts previously deferred in the form of additional stock units. The amounts credited to director accounts are treated as if invested in Wolverine Worldwide common stock. The number of stock units held in director accounts is set forth under the "Stock Ownership by Management and Others" table below.

Upon a director's termination of service, or such later date as a director selects, the Company will distribute the stock units in the director's book account in shares of Wolverine Worldwide common stock in either a single, lump sum distribution or annual installment distributions over a period of up to 20 years (10 years under the plan for benefits accrued before January 1, 2005) based on the director's election. The Company converts each stock unit to one share of Wolverine Worldwide common stock.

Upon a "change in control," the Company will distribute to the director, in a single, lump sum distribution, Wolverine Worldwide common stock in a number of shares equal to the stock units credited to a director's book account. The Deferred Compensation Plan defines "change in control" as any of the following:

Deferred Compensation Plan. For a description of the non-qualified Deferred Compensation Plan under which directors may also defer cash fees, please see the "Non-Qualified Deferred Compensation" section on page 61.

Non-Employee Director Stock Ownership Guidelines

By the first December 31st following the fifth anniversary of becoming a non-employee director of the Company, a non-employee director must attain (and maintain) a minimum stock ownership level equal to six times the non-employee director annual cash retainer prior to being able to gift or sell any Company stock, other than a limited exception for gifts or sales of up to fifty percent of the net, after-tax number of shares obtained through any Company equity plans or other equity awards. The equity that qualifies for determining the non-employee directors' minimum stock ownership level includes owned shares and unvested restricted stock units that vest based on time (up to a maximum value of 50% of the applicable ownership requirement), but excludes unearned performance shares and units and unexercised options (or any portion thereof, such as the current "in the money" value). During 2025, all non-employee directors were in compliance with these guidelines.

Securities Ownership of Officers and Directors

and Certain Beneficial Owners

Five Percent Shareholders

The following table sets forth information about those holders known by Wolverine Worldwide to be the beneficial owners of more than five percent of Wolverine Worldwide's outstanding shares of common stock as of March 9, 2026: