UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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.
Proposal Number 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 R. Rosenfeld | 64,452,546 | 1,559,243 | 3,403,733 | |||
| Peter A. Davis | 63,144,205 | 2,867,584 | 3,403,733 | |||
| Al Ferrara | 65,582,170 | 429,619 | 3,403,733 | |||
| Mitchell S. Klipper | 65,375,890 | 635,899 | 3,403,733 | |||
| Maria Teresa Kumar | 65,374,993 | 636,796 | 3,403,733 | |||
| Rose Peabody Lynch | 62,155,017 | 3,856,772 | 3,403,733 | |||
| Peter Migliorini | 61,452,983 | 4,558,806 | 3,403,733 | |||
| Arian Simone Reed | 65,125,435 | 886,354 | 3,403,733 | |||
| Ravi Sachdev | 64,737,770 | 1,274,019 | 3,403,733 | |||
| Robert Smith | 62,104,963 | 3,906,826 | 3,403,733 | |||
| Amelia Newton Varela | 64,011,736 | 2,000,053 | 3,403,733 |
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, 2025. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | ||
| 69,213,107 | 197,871 | 4,544 |
Proposal Number 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 R. Rosenfeld | ||
| Chairman and Chief Executive Officer | ||