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: May 24, 2023
(Date of earliest event reported)
STEVEN
MADDEN, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23702 | 13-3588231 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> 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. |
|---|
Steven Madden, Ltd. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 24, 2023. At the Annual Meeting, the stockholders of the Company voted on the following proposals:
ProposalNumber 1. To elect the eleven nominees named in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 10, 2023, 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 | 69,896,794 | 1,505,768 | 1,760,157 |
| Peter<br> A. Davis | 70,802,490 | 600,072 | 1,760,157 |
| Al<br> Ferrara | 70,964,181 | 438,381 | 1,760,157 |
| Mitchell<br> S. Klipper | 71,000,915 | 401,647 | 1,760,157 |
| Maria<br> Teresa Kumar | 70,993,470 | 409,092 | 1,760,157 |
| Rose<br> Peabody Lynch | 70,739,958 | 662,604 | 1,760,157 |
| Peter<br> Migliorini | 66,397,106 | 5,005,456 | 1,760,157 |
| Arian<br> Simone Reed | 70,966,360 | 436,202 | 1,760,157 |
| Ravi<br> Sachdev | 70,050,063 | 1,352,499 | 1,760,157 |
| Robert<br> Smith | 70,772,944 | 629,618 | 1,760,157 |
| Amelia<br> Newton Varela | 69,741,675 | 1,660,887 | 1,760,157 |
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, 2023. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 73,090,260 | 56,866 | 15,593 | 0 |
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 |
|---|---|---|---|
| 68,835,433 | 2,551,981 | 15,148 | 1,760,157 |
ProposalNumber 4. To recommend, on a non-binding advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers. The stockholder voted in favor of holding an advisory vote to approve the compensation of the Company’s named executive officers every year. The final results of this advisory vote were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 68,666,488 | 373 | 2,702,335 | 33,366 | 1,760,157 |
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 26, 2023
| STEVEN MADDEN, LTD. | |
|---|---|
| By: | /s/ Edward Rosenfeld |
| Edward<br> Rosenfeld | |
| Chief<br> Executive Officer |