Current Report Filing (8-k)

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 (Date of earliest event reported): August 3, 2018

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-10593

11-2481903

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1450 Broadway, 3rd Floor, New York, New York		10018
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 730-0030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 ( see General Instruction A.2. below):

¨	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))

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 8.01

Other Events.

Iconix Brand Group, Inc., a Delaware corporation (the “Company”), will hold its 2018 annual meeting of stockholders (the “2018 Annual Meeting”) on September 27, 2018. Because the Company had previously changed the date of the 2018 Annual Meeting to be more than 30 days from the anniversary date of the Company’s 2017 annual meeting of stockholders, pursuant to the Company’s bylaws, the Company is providing notice of the deadline for the submission of any qualified stockholder proposal or qualified stockholder nominations under the rules of the Securities and Exchange Commission (the “SEC”) in this Current Report on Form 8-K. Any stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2018 Annual Meeting must be received by the Company at its principal executive offices at 1450 Broadway, 3rd Floor, New York, NY 10018, by no later than August 13, 2018, and directed to the Corporate Secretary.

Stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2018 Annual Meeting must comply with the requirements set forth above and all applicable rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended.

Stockholders who intend to submit a director nomination or other matter of business at the 2018 Annual Meeting, and who do not desire to have those proposals included in the Company’s proxy materials for the 2018 Annual Meeting, must ensure that notice of any such nomination or proposal of business (including certain additional information specified in the Company’s bylaws) is received by the Corporate Secretary at the Company’s principal executive offices on or before the close of business on August 13, 2018.

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.

	ICONIX BRAND GROUP, INC.
	(Registrant)

	By:	/s/ Jason Schaefer
		Name:	Jason Schaefer
		Title:	Executive Vice President and General Counsel

Date: August 3, 2018