Current Report Filing (8-k)
May 16 2016 - 6:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report: May 16, 2016
(Date of earliest event reported)
STEVEN
MADDEN, LTD.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-23702
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13-3588231
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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52-16
Barnett Avenue, Long Island City, New York 11104
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(Address
of Principal Executive Offices) (Zip Code)
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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:
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o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e)
On May 16, 2016, Steven Madden, Ltd. (the “Company”) entered into an amendment (the “Amendment”) to its
existing employment agreement, dated December 31, 2015 (the “Rosenfeld Employment Agreement”), with Edward R. Rosenfeld,
the Company’s Chief Executive Officer and the Chairman of the Board of Directors of the Company. Pursuant to the terms of
the Amendment, in the event that Mr. Rosenfeld’s employment is terminated by the Company without Cause (as defined in the
Rosenfeld Employment Agreement) or by the resignation of Mr. Rosenfeld for Good Reason (as defined in the Rosenfeld Employment
Agreement) during the period commencing 90 days prior to a Change of Control (as defined in the Rosenfeld Employment Agreement)
and ending 180 days after a Change of Control, Mr. Rosenfeld would be entitled to receive a cash payment within ten days of the
date of his termination or resignation of employment in an amount equal to 2.5 times the sum of (i) the annual base salary to
which Mr. Rosenfeld was entitled as of the date of such termination or resignation of employment plus (ii) the average cash bonus
paid to him during the preceding three-year period ending on the last previous December 31
st
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All
other terms of the Rosenfeld Employment Agreement remain unchanged.
The
foregoing description of the Amendment to the Rosenfeld Employment Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which
is incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
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Description
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10.1
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First Amendment
to Employment Agreement, dated as of May 16, 2016, between the Company and Edward R. Rosenfeld.
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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
16, 2016
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STEVEN MADDEN, LTD.
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By:
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/s/ Edward
R. Rosenfeld
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Name:
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Edward R. Rosenfeld
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Title:
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Chief Executive Officer
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