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:

 

 

March 20, 2024

Dear Fellow Shareholders,

2023 was an important year of change and transition for Wolverine Worldwide. After a difficult first half of the year, the Board of Directors recognized the need to improve the Company’s product pipeline and marketing strategy, strengthen the balance sheet, and enhance revenue and operating income. A substantial transformation of the business was necessary, and I am pleased to share that management has been successfully executing on the transformation and building a strong foundation for sustainable long-term growth.

The Company made significant progress in the back half of the year, stabilizing the business and reorienting as a consumer-focused global brand builder. To drive execution of this strategy, the Board appointed company veteran Chris Hufnagel as President and Chief Executive Officer in August. Chris has extensive brand-building experience and deep knowledge of our business and industry. Under his leadership the Company is moving swiftly in the right direction, building the talent, marketing skills and product development capabilities necessary to restore luster and power to our storied brands.

The Board has continued to actively engage with Chris and the management team in developing and overseeing execution of the Company’s strategy. To ensure the Board is equipped with the right mix of skills and expertise, in 2023 we appointed three new Directors who bring a diverse range of backgrounds and industry experiences that have helped guide and support the Company’s ongoing turnaround efforts. We are pleased with the progress achieved last year and confident the team will continue to make meaningful progress in the year ahead.

The Board is committed to delivering superior returns for our loyal shareholders, and believes the future is bright for Wolverine Worldwide.

On behalf of the entire Board of Directors, thank you for your continued support.

Sincerely,

 

Tom Long

Chairman of the Board

 

March 20, 2024

Dear Fellow Shareholders,

We took fast and bold action in 2023 to set the Company on a better path to deliver greater returns for you, our shareholders. I was named as Wolverine Worldwide’s new President and Chief Executive Officer in August, and immediately galvanized our team with an actionable path forward and new Vision to become consumer-obsessed, global brand builders.

We took immediate steps to address challenges head-on, particularly in product development and marketing. We quickly developed a comprehensive turnaround plan to stabilize the Company, transform the organization, and ultimately inflect to growth. As a result of our team’s urgent and effective execution, I am proud and encouraged to say that Wolverine Worldwide is a much different and stronger company today than it was just a few months ago.

We are executing on our Vision to become a consumer-obsessed builder of great global brands and are aligning the organization, top to bottom, around doing three things exceptionally well:

 

Our brands sit at the epicenter of these activities, and we are directly investing in our brand talent, equipping them with best-in-class technology and processes, and facilitating enhanced collaboration between them. Our improved corporate structure enables our brands to focus on their consumers, product, and marketing and provides additional expertise on key capabilities deemed to be strategically important – including consumer insights, trend, innovation, and brand protection.

Our brands possess incredible, authentic heritages combined with a long legacy of tremendous product innovation in consumer categories that we believe align well with long-term consumer trends. Our platforms are now more efficent and better aligned to enable our brands to grow.

Our Vision is clear, and our teams are energized – their work has been nothing short of remarkable, and we have achieved tremendous progress in a very short period of time. I believe our opportunity is significant and the future of Wolverine Worldwide is bright – I couldn’t be more excited about the work ahead.

Thank you for your continued support of the Company.

Sincerely,

 

Christopher Hufnagel

President and Chief Executive Officer

 

Wolverine World Wide, Inc.

9341 Courtland Drive, NE

Rockford, MI 49351

March 20, 2024

To Our Shareholders:

We invite you to attend the 2024 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 2, 2024, at 10:00 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 4, 2024, 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/WWW2024, 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 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 2024 Annual Meeting website at www.wolverineworldwide.com/2024annualmeeting. 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.

This Notice of 2024 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended December 30, 2023 are being mailed or made available to shareholders starting on or about March 20, 2024.

By Order of the Board of Directors,

 

David A. Latchana

Secretary

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.

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

 

We are committed to a singular vision – becoming a consumer-obsessed builder of great global brands. Our portfolio of brands is strategically aligned around designing innovative, trend-right apparel and footwear to allow consumers to live healthier and more productive lives. To grow our brands, we are aligning the organization, top to bottom, around our Brand Building Model:

 

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 help to create competitive advantages for the brands on capabilities deemed to be strategically important – including consumer insights, trend, and innovation.

Shareholders are being asked to vote on the following matters at the 2024 Annual Meeting of Shareholders:

The Company's Board 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 three directors for election at the Annual Meeting, as outlined in the table below. Each director nominee has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2027. The Board recommends that shareholders vote “FOR” each of the nominees named below.

Detailed director biographies can be found on pages 21-30 of the Proxy Statement.

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

 

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

 

As part of its ongoing shareholder engagement efforts, the Company reached out in early 2024 to shareholders representing holders of approximately 73% of its outstanding shares held by institutional investors, and has held or expects to hold meetings or calls with all shareholders who accepted the Company's invitation. Discussions to date focused on Company strategy, financial performance and governance.

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

The Company's Annual Meeting is scheduled to take place virtually, as set forth in the notice, on May 2, 2024, at 10:00 a.m. EDT. The Company encourages you to vote your shares before the Annual Meeting.

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.

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:

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 attributes 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 diversity (including with respect to gender, race, ethnic and national background, and sexual orientation) and considers this an important factor in determining nominees for appointment and election, as evidenced by the current makeup of the Board, which includes four female directors (two of whom are also racial/ethnic minorities) and one other director who is also a racial/ethnic minority. The Governance Committee’s director search process involves including women and minority candidates as part of the pool from which Board nominees are chosen. 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.

To help achieve the right mix of experience and expertise, and to assist in succession planning, the Board, at the recommendation of the Governance Committee, has identified specified skills and attributes it desires its members to possess. The below graphic lists these skills and attributes and indicates which of the directors possess each. As shown, these skills and attributes are well represented within the Board.

The Governance Committee reviews with the Board on an annual basis the skills, experience and characteristics desired of Board members in the context of the current makeup of the Board. The Board, with the assistance of the Governance Committee, annually assesses the current composition of the Board across many dimensions. As set forth in the Company's Corporate Governance Guidelines, which are posted on its website, this assessment addresses the skills and attributes set forth in the table above and the individual performance, experience, age and skills of each director.

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. As part of the search process for each new director, the Governance Committee includes diverse candidates as part of the pool from which Board nominees are chosen. 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, and ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to Board duties.

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.

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.

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.

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, environmental, 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, General Counsel, Chief Information Officer, Chief Information Security Officer, brand and department leaders and other members of management. The General Counsel, Senior 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 General Counsel, Director of Risk Management, 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.

The Company reviewed 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.

As a global marketer of branded footwear, apparel and accessories, Wolverine Worldwide leverages a diverse portfolio making big strides and doing great things since 1883. Our brands continue to think forward and think big as innovators within our communities and our product designs. Our ability to bring about change is grounded in our dedication to our planet and people and guided by the vision of a better tomorrow. These principles are embedded in the governance practices and Code of Business Conduct outlined below, which guide the Board and the Company’s global employees in their actions.

The focus of the Company’s ESG initiatives include the environment, sustainability and responsible sourcing; diversity, equity, and inclusion (“DE&I”); and community impact. These initiatives are a priority for the Company because we believe the Company will grow not just from financial performance and new products, but also the Company's impact on our communities, our employees and the planet. The Board regularly reviews brand initiatives and footwear collections and launches that have environmental and social impacts. The Board has delegated responsibility to its Governance Committee to oversee and make recommendations to it concerning ESG matters, including the Company’s ESG initiatives and their integration into the Company’s business and long-term value creation for the Company and its shareholders. The Governance Committee is also responsible for overseeing the development and disclosure of the Company’s broader ESG initiatives.

Wolverine’s governance structure is designed to enable execution of its policies, strengthens management accountability and enhances Wolverine’s ability to generate long-term shareholder value.

Some of the Company's ESG initiatives are summarized below, and more information is available on the Company’s corporate responsibility website at wolverineworldwide.com/about-us/responsibility/ and in our most recent Global Impact Report at http://tinyurl.com/38b36yzd.¹

Wolverine Worldwide strives to support a more sustainable and responsible future. One of our goals is to reduce and responsibly manage our environmental impact, and we believe the steps we take today can reduce our footprint tomorrow. We aim to achieve this goal by actively implementing environmentally conscious business practices, seeking out additional sustainable products and components and responsibly sourcing our products in accordance with clear and transparent standards.

The Company's corporate culture welcomes people from all backgrounds who share the values of teamwork, open communications, integrity, respect and accountability. These are the things that bind us together, making Wolverine Worldwide a great company and a great place to grow. As an expanding global company, diversity is much more than simply a goal – it’s a part of our DNA. Because we believe in cultivating a well-rounded, diverse workforce, we seek out individuals who reflect and support this goal. Our thousands of employees around the world reflect a diverse range of cultures, religions, ethnicities and nationalities, as well as varied professional and educational backgrounds.

For more information on the Company's DE&I initiatives, please see our most recent Global Impact Report, available at https://http://tinyurl.com/38b36yzd.²

Below are metrics for Wolverine Worldwide's organizational diversity.³

 

Wolverine is focused on fostering an inclusive environment where every employee feels valued, respected, and empowered. Here are a few of the ways that Wolverine Worldwide made DE&I a focus in the workplace in 2023:

In January 2024, we proudly inaugurated our DE&I Office. This strategic move signifies our dedication to embedding DE&I into the very fabric of our workplace culture. The DE&I Office will continue much of the great work accomplished by the Diversity Action Council in 2023 and prior years.

In today’s dynamic corporate landscape, fostering an inclusive workplace is a strategic imperative. Employee Resource Groups (“ERGs”) play a pivotal role in achieving this goal. Wolverine uses ERGs to help amplify voices, foster growth, and create a thriving workplace. ERGs serve as powerful catalysts for diversity and inclusion efforts and our desire to provide equal employment opportunities. By bringing together employees with shared identities, backgrounds, or interests, ERGs can drive business outcomes. ERGs also help contribute to employee retention, reducing turnover costs, and enhance innovation by promoting diverse thinking. Wolverine currently has three U.S.-based ERGs:

In 2023, we continued to offer resources to increase awareness and educate our employees around the world through unconscious bias and other diversity trainings via our global partnership with LinkedIn Learning. To help support these education initiatives, we developed a Diversity, Equity and Inclusion section on WeConnect, our internal employee information and communications platform, to provide team members with support resources and a dedicated space to learn and work together to achieve a better future. In 2023, the Company offered increased engagement on our DE&I education through our DE&I Playlist, available to employees on LinkedIn Learning.

Wolverine Worldwide has historically engaged with and served the communities in which we live and work, as well as our internal community at the Company. As champions for positive change, we believe it is our responsibility to enrich our global communities by giving our time and resources to make the world a better place. At Wolverine Worldwide, we’re proud of our family of brands and their individual commitments to the causes they support. Each of our brands is committed to supporting meaningful causes, understanding internal team cultures, and making a difference for their consumers and communities.

The Board has adopted a Code of Business Conduct for the Company's directors, officers and employees. The Board also has adopted an Accounting and Finance Code of Ethics (“Accounting and Finance Code”) that focuses on the financial reporting process and applies to the Company's CEO, CFO and Corporate Controller.

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 General Counsel 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 General Counsel 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.

The Company's Board currently consists of ten directors. The Company's By-Laws establish three classes of directors with each class serving three-year terms. At each annual meeting, the term of one class expires. The Board has nominated three directors for election at the Annual Meeting: Brenda J. Lauderback, Stacia Andersen and DeMonty Price. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2027 or until his or her 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 Ms. Lauderback at the Company's 2021 Annual Meeting. Ms. Andersen and Mr. Price were appointed to the Board in March 2023 on the recommendation of the Company’s Governance Committee. Ms. Andersen and Mr. Price were recommended to the Company’s Governance Committee by a third-party search firm.

The Company is not aware of any nominee who will be unable or 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 three nominees and the other continuing directors of the Company are below, along with a discussion of the experience and skills of each director.

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 stockholders. In May 2023, the Board appointed Tom Long, an independent director, as Chairman of the Board. 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.

Prior to Mr. Long’s appointment as Chairman in May 2023, the Company’s former CEO also served as Chairman of the Board and the independent directors elected Mr. Long as Independent Lead Director, with responsibilities similar to those of an independent Chairman.

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 (Stacia Andersen, Jeffrey M. Boromisa, Jodi Bricker, William K. Gerber, Davit T. Kollat, Brenda J. Lauderback, Tom Long, DeMonty Price, and Kathleen Wilson Thompson) is independent. In addition, the Board determined that David W. McCreight, who served as a director until May 4, 2023, was independent during the time he served as a director. 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:

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 2023, all directors then serving on the Board attended the 2023 Annual Meeting of Shareholders, and all directors attended at least 75% of the meetings of the Board (9 meetings in 2023) and the committees on which they served held during the period for which he or she served.

All directors are typically invited to and attend all committee meetings. Our non-management directors and independent directors each met regularly in separate executive sessions during fiscal year 2023, all of which were chaired and led by the Independent Lead Director or Independent Chairman of the Board, as applicable.

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/.

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 51, and broader industry market surveys (FW Cook 2021 Director Compensation Report and NACD 2021-2022 Director Compensation Report).

The following table provides information regarding the compensation of the Company's non-employee directors for fiscal year 2023. In 2023, Mr. Hoffman and Mr. Hufnagel each received compensation for his services as the Company's President and CEO during their respective times in those positions but did not receive any additional compensation for service as a director. Their compensation is reflected in the CD&A Section, the Summary Compensation Table, and related tables and disclosures.

The following table shows the non-employee director compensation program for fiscal year 2023:

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 63.

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. 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 2023, all non-employee directors were in compliance with these guidelines.

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 4, 2024:

The following table sets forth the number of shares of common stock beneficially owned as of March 4, 2024, by each of the Company's directors and named executive officers and all of the Company's directors and executive officers as a group: