- Current report filing (8-K)
May 28 2009 - 4:44PM
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 22, 2009
(Date of earliest event reported)
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STEVEN MADDEN, LTD.
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(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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Registrants 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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Reference
is made to Item 5.02 below which is hereby incorporated herein.
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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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On
May 22, 2009, at the 2009 Annual Meeting of Stockholders of Steven Madden, Ltd.
(the Company), the Companys stockholders approved the amended and restated
Steven Madden, Ltd. 2006 Stock Incentive Plan (the Amended and Restated 2006
Plan). The Companys Board of Directors had adopted the Amended and Restated
2006 Plan on April 6, 2009, subject to stockholder approval.
The
Amended and Restated 2006 Plan adds an additional 2,514,000 shares of common
stock to the current share reserve of 1,550,000 shares of common stock, which
reflects the 3-for-2 stock split that became effective May 25, 2006, for a
total share reserve under the plan of 4,064,000 shares of common stock, and
makes other amendments, as described in the Companys Proxy Statement filed
with the Securities and Exchange Commission on April 9, 2009 (the Proxy
Statement), which description is incorporated by reference herein.
A
description of the Amended and Restated 2006 Plan is set forth in the Proxy
Statement under the caption PROPOSAL TWO - APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF OUR 2006 STOCK INCENTIVE PLAN. The description of the Amended
and Restated 2006 Plan is qualified in its entirety by reference to the full
text of the Amended and Restated 2006 Plan, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Steven
Madden, Ltd. 2006 Stock Incentive Plan, Amended and Restated Effective May 22, 2009
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99.1
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Excerpt
Containing Description of Steven Madden, Ltd. 2006 Stock Incentive Plan, Amended and Restated Effective May 22,
2009, from Proxy Statement of Steven Madden, Ltd., filed with the
Securities and Exchange Commission on April 9, 2009
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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 28,
2009
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STEVEN MADDEN, LTD.
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By:
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/s/ Edward
R. Rosenfeld
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Edward R. Rosenfeld
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Chief
Executive Officer
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3
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