Current Report Filing (8-k)
26 Maio 2023 - 8:31AM
Edgar (US Regulatory)
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2023-05-24
2023-05-24
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: May 24, 2023
(Date
of earliest event reported)
STEVEN
MADDEN, LTD.
(Exact
name of registrant as specified in its 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
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 |
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 ☐
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 5.07. |
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 |
Steven Madden (NASDAQ:SHOO)
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