0000913241 false 0000913241 2020-06-05 2020-06-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






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)


(Exact Name of Registrant as Specified in Charter)

Delaware   000-23702   13-3588231
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
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 Stock, par value $0.0001 per share SHOO

The 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 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant 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:


Proposal Number 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
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


            Proposal Number 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).




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

  By:  /s/ Edward R. Rosenfeld
    Edward R. Rosenfeld
    Chief Executive Officer