8-K
STEVEN MADDEN, LTD. (SHOO)
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): May 21, 2025
STEVEN
MADDEN, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23702 | 13-3588231 |
|---|---|---|
| (State<br> or other jurisdiction <br><br> of incorporation) | (Commission<br> <br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
| 52-16<br> Barnett Avenue, Long Island City, New York | 11104 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (718) 446-1800
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the 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 |
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 ☐
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On May 21, 2025, Steven Madden, Ltd. (the “Company”) held the Company’s 2025 Annual Meeting of the Stockholders (the “Annual Meeting”). The holders of 69,415,522 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The three proposals considered at the Annual Meeting are described in detail in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 7, 2025 (the “Proxy Statement”). The final results for each proposal are set forth below.
ProposalNumber 1. To elect the eleven nominees named in the Proxy Statement 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 Withheld | Broker Non-Votes |
|---|---|---|---|
| Edward<br> R. Rosenfeld | 64,452,546 | 1,559,243 | 3,403,733 |
| Peter<br> A. Davis | 63,144,205 | 2,867,584 | 3,403,733 |
| Al<br> Ferrara | 65,582,170 | 429,619 | 3,403,733 |
| Mitchell<br> S. Klipper | 65,375,890 | 635,899 | 3,403,733 |
| Maria<br> Teresa Kumar | 65,374,993 | 636,796 | 3,403,733 |
| Rose<br> Peabody Lynch | 62,155,017 | 3,856,772 | 3,403,733 |
| Peter<br> Migliorini | 61,452,983 | 4,558,806 | 3,403,733 |
| Arian<br> Simone Reed | 65,125,435 | 886,354 | 3,403,733 |
| Ravi<br> Sachdev | 64,737,770 | 1,274,019 | 3,403,733 |
| Robert<br> Smith | 62,104,963 | 3,906,826 | 3,403,733 |
| Amelia<br> Newton Varela | 64,011,736 | 2,000,053 | 3,403,733 |
ProposalNumber 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, 2025. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 69,213,107 | 197,871 | 4,544 |
ProposalNumber 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers 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 |
|---|---|---|---|
| 64,965,052 | 952,687 | 94,050 | 3,403,733 |
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: May 23, 2025
| STEVEN MADDEN, LTD. | |
|---|---|
| By: | /s/ Edward R. Rosenfeld |
| Edward<br> R. Rosenfeld | |
| Chairman<br> and Chief Executive Officer |