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
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Expansion of the Board
By unanimous action of the Board of Directors (the “Board”) of Steven Madden, Ltd. (the “Company”), on January 7, 2022, the Board, upon the recommendation of the Nominating/Corporate Governance Committee, determined to expand the size of the Board from nine members to eleven members, such expansion to be effective as of January 7, 2022.
Appointment of New Directors
On January 7, 2022, by unanimous action of the Board, also upon the recommendation of the Nominating/Corporate Governance Committee, the Board appointed Ms. Arian Simone and Mr. Peter A. Davis to fill the newly-created directorships resulting from the expansion in the size of the Board from nine members to eleven members, such appointment to be effective as of January 7, 2022. Ms. Simone has been appointed to serve on the Company’s Nominating/Corporate Governance Committee and Mr. Davis has been appointed to serve on the Company’s Compensation Committee.
Ms. Simone is President and Chief Executive Officer of Fearless Fund, a venture capital fund that invests in women of color led businesses, which she co-founded in 2018. From 2004 to 2017, Ms. Simone was the owner of AR PR Marketing, a publicity and marketing strategy firm. Ms. Simone serves as a member on the Board of Directors for the Birmingham Civil Rights Institute. In 2021, Ms. Simone was the recipient of the 15th Annual General Motors African Ancestry Network Black History Month Celebration Entrepreneurial Spirit Award and the Detroit Branch NAACP Great Expectations Award.
Mr. Davis has over 30 years of experience in the footwear and apparel industry, having held executive leadership positions in sales and marketing with companies including Skechers, Fila, Reebok, Joy & Mario, and Dynasty Footwear. Mr. Davis also founded The Infamous Black Sheep Brand, an urban action sports lifestyle brand. A former player in the NBA, today, Mr. Davis runs Pete Davis Basketball, a grassroots community youth basketball organization.
Each of Ms. Simone and Mr. Davis will receive customary compensation from the Company for serving as a non-employee director, in accordance with the Company’s director compensation program as described in the Company’s proxy statement for its 2021 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 8, 2021.
The expansion of the Board and the appointment of Ms. Simone and Mr. Davis were effected as part of the Company’s corporate governance planning.
There is no arrangement or understanding between Ms. Simone and any other person pursuant to which she was selected as a director nor are there any disclosable arrangements under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Davis and any other person pursuant to which he was selected as a director nor are there any disclosable arrangements under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On January 10, 2022, the Company issued a press release, furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference, announcing that the Board had appointed Ms. Simone and Mr. Davis as directors, effective January 7, 2022.
The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This information is intended to be furnished under this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 10, 2022, announcing two new appointments to Board of Directors. | |
| 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: January 10, 2022
| STEVEN MADDEN, LTD. | ||
| By: | /s/ Edward R. Rosenfeld | |
| Edward R. Rosenfeld | ||
| Chief Executive Officer | ||
Exhibit 99.1
Steve Madden Announces Two New Appointments to Board of Directors
LONG ISLAND CITY, N.Y., January 10, 2022 — Steve Madden (Nasdaq: SHOO), a leading designer and marketer of fashion-forward footwear, accessories and apparel for women, men and children, today announced the appointment of Arian Simone, President and Chief Executive Officer of Fearless Fund, and Peter A. Davis, a footwear and apparel industry veteran, to its Board of Directors. Ms. Simone’s and Mr. Davis’ appointments expand the Board to eleven directors, nine of whom are independent directors.
Edward Rosenfeld, Chairman and Chief Executive Officer, said, “We are pleased to welcome Arian and Pete to our Board of Directors. The addition of these directors complements our Board’s skills and experiences, and with Arian’s marketing expertise and Pete’s deep industry knowledge, we are confident they will provide valuable perspectives. We look forward to their engagement and assistance in guiding our strategy and enhancing value for all our stakeholders.”
Ms. Simone is President and Chief Executive Officer of Fearless Fund, a venture capital fund that invests in women of color-led businesses, which she co-founded in 2018. From 2004 to 2017, Ms. Simone was the owner of AR PR Marketing, a publicity and marketing strategy firm. Ms. Simone serves as a member on the Board of Directors for the Birmingham Civil Rights Institute. In 2021, she was the recipient of the 15th Annual General Motors African Ancestry Network Black History Month Celebration Entrepreneurial Spirit Award and the Detroit Branch NAACP Great Expectations Award.
Mr. Davis has over 30 years of experience in the footwear and apparel industry, having held executive leadership positions in sales and marketing with companies including Skechers, Fila, Reebok, Joy & Mario, and Dynasty Footwear. He also founded The Infamous Black Sheep Brand, an urban action sports lifestyle brand. A former player in the NBA, today Mr. Davis runs Pete Davis Basketball, a grassroots community youth basketball organization.
About Steve Madden
Steve Madden designs, sources and markets fashion-forward footwear, accessories and apparel for women, men and children. In addition to marketing products under its own brands including Steve Madden®, Dolce Vita®, Betsey Johnson®, Blondo®, GREATS®, BB Dakota® and Mad Love®, Steve Madden is a licensee of various brands, including Anne Klein® and Superga®. Steve Madden also designs and sources products under private label brand names for various retailers. Steve Madden’s wholesale distribution includes department stores, specialty stores, luxury retailers, national chains, mass merchants and online retailers. Steve Madden also operates retail stores and e-commerce websites. Steve Madden licenses certain of its brands to third parties for the marketing and sale of certain products, including outerwear, loungewear, eyewear, hosiery, jewelry, watches, sunglasses, fragrance, luggage, bedding and bath products. For local store information and the latest Steve Madden boots, booties, pumps, fashion sneakers, dress shoes, sandals, slippers and more, visit http://www.stevemadden.com.
Contact
Steven Madden, Ltd.
Director of Corporate Development & Investor Relations
Danielle McCoy
718-308-2611
InvestorRelations@stevemadden.com