Steven Madden Ltd. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement 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 | ||
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2024, Steven Madden, Ltd. (the “Company”) held the Company’s 2024 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Board of Directors of the Company, the stockholders of the Company approved amendments to the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the “Plan”) to increase the authorized number of shares under the Plan. As amended, the Plan provides that up to a total of 19,000,000 shares of the Company’s common stock may be issued thereunder. The Plan authorizes the grant to the Company’s eligible employees, including the Company’s officers (who may include one or more of the Company’s named executive officers), consultants, non-employee directors, and prospective employees and consultants of stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance shares, other stock-based awards, and performance-based cash awards. The Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to any person eligible to receive awards. The Plan is described in detail in the Company’s proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2024 (the “Proxy Statement”).
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 22, 2024, upon the recommendation of the Board of Directors of the Company, the stockholders of the Company approved the Amended and Restated Certificate of Incorporation of the Company (the “Certificate Amendment”) to allow for the exculpation of certain of the Company’s officers and to include other minor, non-substantive revisions to the Company’s certificate of incorporation, principally the integration of prior amendments into the certificate of incorporation, as well as technical and conforming changes and modernizing updates. The Certificate Amendment is described in detail in the Proxy Statement. The Certificate Amendment became effective upon filing with the Delaware Secretary of State on May 23, 2024.
The foregoing description of the Certificate Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on May 22, 2024. At the Annual Meeting, the stockholders of the Company voted on the following proposals:
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 | 67,895,848 | 1,201,934 | 1,401,337 | |||
| Peter A. Davis | 66,505,889 | 2,591,893 | 1,401,337 | |||
| Al Ferrara | 68,796,160 | 301,622 | 1,401,337 | |||
| Mitchell S. Klipper | 68,392,748 | 705,034 | 1,401,337 | |||
| Maria Teresa Kumar | 68,385,545 | 712,237 | 1,401,337 | |||
| Rose Peabody Lynch | 66,342,569 | 2,755,213 | 1,401,337 | |||
| Peter Migliorini | 63,695,803 | 5,401,979 | 1,401,337 | |||
| Arian Simone Reed | 68,801,823 | 295,959 | 1,401,337 | |||
| Ravi Sachdev | 67,696,245 | 1,401,537 | 1,401,337 | |||
| Robert Smith | 66,334,607 | 2,763,175 | 1,401,337 | |||
| Amelia Newton Varela | 67,764,153 | 1,333,629 | 1,401,337 |
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, 2024. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 70,262,654 | 217,932 | 18,533 | 0 |
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 | |||
| 64,418,486 | 4,265,971 | 413,325 | 1,401,337 |
Proposal Number 4. To approve the adoption of the Certificate Amendment to incorporate new Delaware law provisions regarding officer exculpation and to integrate prior amendments. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 65,567,700 | 3,120,915 | 409,167 | 1,401,337 |
Proposal Number 5. To approve the amendments to the Plan. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 59,684,634 | 8,999,654 | 413,494 | 1,401,337 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Steven Madden, Ltd., dated May 23, 2024. | |
| 10.1 | Steven Madden, Ltd. 2019 Incentive Compensation Plan as amended May 22, 2024. | |
| 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: May 28, 2024
| STEVEN MADDEN, LTD. | ||
| By: | /s/ Edward Rosenfeld | |
| Edward Rosenfeld | ||
| Chief Executive Officer | ||