8-K
STEVEN MADDEN, LTD. (SHOO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 5, 2020
(Date of earliest event reported)
STEVEN MADDEN,
LTD.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-23702 | 13-3588231 |
|---|---|---|
| (State or Other Jurisdiction<br> <br><br> of Incorporation) | (Commission File Number) | (IRS Employer<br><br> Identification No.) |
52-16 Barnett Avenue, Long Island City, New York 11104
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (718) 446-1800
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | SHOO | The<br> NASDAQ Stock Market LLC |
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<br> 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12<br> under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant<br> to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant<br> to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
Steven Madden, Ltd. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2020. At the Annual Meeting, the stockholders of the Company voted on the following proposals:
ProposalNumber 1. To elect the nine nominees named in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 6, 2020, to the Board of Directors of the Company to serve as directors until the next Annual Meeting of the Company’s stockholders and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:
| Nominee | Votes For | Votes <br> Withheld | Broker <br> Non-Votes | |||
|---|---|---|---|---|---|---|
| Edward R. Rosenfeld | 71,234,852 | 3,039,693 | 3,406,942 | |||
| Al Ferrara | 74,095,187 | 179,358 | 3,406,942 | |||
| Mitchell S. Klipper | 74,092,518 | 182,027 | 3,406,942 | |||
| Rose Peabody Lynch | 74,092,761 | 181,784 | 3,406,942 | |||
| Peter Migliorini | 67,127,951 | 7,146,594 | 3,406,942 | |||
| Ravi Sachdev | 73,032,688 | 1,241,857 | 3,406,942 | |||
| Thomas H. Schwartz | 68,638,219 | 5,636,326 | 3,406,942 | |||
| Robert G. Smith | 74,086,171 | 188,374 | 3,406,942 | |||
| Amelia Newton Varela | 72,374,409 | 1,900,136 | 3,406,942 |
Proposal Number 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 76,715,259 | 917,359 | 48,869 | 0 |
ProposalNumber 3. To approve, on a non-binding advisory basis, the compensation of certain executive officers of the Company as disclosed in the Proxy Statement. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 71,525,078 | 2,708,020 | 41,447 | 3,406,942 |
| Item 9.01. | Financial Statements and Exhibits. | ||
| --- | --- | ||
| (d) | Exhibits: | ||
| --- | --- | ||
| Exhibit | Description | ||
| --- | --- | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
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.
Dated: June 8, 2020
| STEVEN MADDEN, LTD. | |
|---|---|
| By: | /s/ Edward<br> R. Rosenfeld |
| Edward R. Rosenfeld | |
| Chief Executive Officer |