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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):           May 26, 2021


(Exact name of registrant as specified in its chapter)


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


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K 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))


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 Stock, par value $0.0001 per share SHOO The 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 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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 26, 2021. 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 8, 2021, 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   74,837,172    1,925,442    1,840,144 
Al Ferrara   76,438,527    324,087    1,840,144 
Mitchell S. Klipper   76,654,951    107,663    1,840,144 
Maria Teresa Kumar   76,665,839    96,775    1,840,144 
Rose Peabody Lynch   76,328,107    434,507    1,840,144 
Peter Migliorini   72,215,259    4,547,355    1,840,144 
Ravi Sachdev   75,780,207    982,407    1,840,144 
Robert G. Smith   76,317,231    445,383    1,840,144 
Amelia Newton Varela   75,454,510    1,308,104    1,840,144 


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, 2021:


Votes For   Votes Against   Abstentions   Broker Non-Votes
78,551,135   50,796   827   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
74,023,261   2,727,666   11,687   1,840,144


Item 9.01Financial Statements and Exhibits.

(d)          Exhibits.


Exhibit No.   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 1, 2021

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