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. |
Steven Madden, Ltd. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 24, 2023. 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 Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 10, 2023, 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 | 69,896,794 | 1,505,768 | 1,760,157 | |||
| Peter A. Davis | 70,802,490 | 600,072 | 1,760,157 | |||
| Al Ferrara | 70,964,181 | 438,381 | 1,760,157 | |||
| Mitchell S. Klipper | 71,000,915 | 401,647 | 1,760,157 | |||
| Maria Teresa Kumar | 70,993,470 | 409,092 | 1,760,157 | |||
| Rose Peabody Lynch | 70,739,958 | 662,604 | 1,760,157 | |||
| Peter Migliorini | 66,397,106 | 5,005,456 | 1,760,157 | |||
| Arian Simone Reed | 70,966,360 | 436,202 | 1,760,157 | |||
| Ravi Sachdev | 70,050,063 | 1,352,499 | 1,760,157 | |||
| Robert Smith | 70,772,944 | 629,618 | 1,760,157 | |||
| Amelia Newton Varela | 69,741,675 | 1,660,887 | 1,760,157 |
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, 2023. The proposal was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 73,090,260 | 56,866 | 15,593 | 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 | |||
| 68,835,433 | 2,551,981 | 15,148 | 1,760,157 |
Proposal Number 4. To recommend, on a non-binding advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers. The stockholder voted in favor of holding an advisory vote to approve the compensation of the Company’s named executive officers every year. The final results of this advisory vote were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 68,666,488 | 373 | 2,702,335 | 33,366 | 1,760,157 |
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 26, 2023
| STEVEN MADDEN, LTD. | ||
| By: | /s/ Edward Rosenfeld | |
| Edward Rosenfeld | ||
| Chief Executive Officer | ||