Additional Proxy Soliciting Materials (definitive) (defa14a)
April 08 2019 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant
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Filed by a Party other than
the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
þ
Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
Steven
Madden, Ltd.
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check
the appropriate box):
þ
No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
Fee
paid previously with preliminary materials.
o
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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***
Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to
Be Held on May 24, 2019.
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Meeting
Information
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STEVEN
MADDEN, LTD.
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Meeting
Type:
Annual
Meeting
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For
holders as of:
March 29, 2019
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Date:
May
24, 2019
Time:
10:00 AM
EDT
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Location:
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Company’s
Showroom
1370 Avenue of the Americas
14th Floor
New York, New York 10019
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STEVEN
MADDEN, LTD.
ATTN: ARVIND DHARIA
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
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You
are receiving this communication because you hold shares in the company named above.
This is not a ballot.
You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request
a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See
the reverse side of this notice to obtain proxy materials and voting instructions.
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E72431-P22114
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Before You Vote
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How
to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1. NOTICE AND PROXY STATEMENT 2.
ANNUAL REPORT WITH 10-K
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How to View Online:
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Have the information
that is printed in the box marked by the arrow
è
XXXX XXXX XXXX XXXX
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL
Copy:
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If you want to receive a paper or e-mail copy
of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods
to make your request:
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1)
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BY INTERNET
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www.proxyvote.com
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2)
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BY TELEPHONE
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1-800-579-1639
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3)
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BY E-MAIL*
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sendmaterial@proxyvote.com
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* If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
è
XXXX XXXX XXXX XXXX
(located on the
following page) in the subject line.
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Requests, instructions and other inquiries
sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or
before May 10, 2019 to facilitate timely delivery.
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How
To Vote
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Please
Choose One of the Following Voting Methods
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Vote In Person:
Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued
by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At
the meeting, you will need to request a ballot to vote these shares.
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Vote
By Internet:
To vote now by Internet, go to
www.proxyvote.com
. Have the information that is printed in the box
marked by the arrow
è
XXXX XXXX XXXX XXXX
(located on the following page) available and follow the instructions.
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Vote By Mail:
You
can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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E72432-P22114
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The
Board of Directors recommends you vote FOR
the following:
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1.
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Election of
Directors
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Nominees:
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01)
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Edward R. Rosenfeld
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06)
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Ravi Sachdev
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02)
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Mitchell S. Klipper
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07)
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Thomas H. Schwartz
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03)
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Rose Peabody Lynch
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08)
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Robert Smith
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04)
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Peter Migliorini
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09)
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Amelia Newton Varela
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05)
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Richard P. Randall
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The Board of Directors recommends
you vote FOR proposals 2, 3, 4 and 5.
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2.
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TO APPROVE AN AMENDMENT TO THE
COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK, $0.0001
PAR VALUE, FROM 135,000,000 SHARES TO 245,000,000 SHARES.
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3.
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TO APPROVE THE STEVEN MADDEN,
LTD. 2019 INCENTIVE COMPENSATION PLAN.
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4.
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TO RATIFY THE APPOINTMENT OF EISNERAMPER
LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.
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5.
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TO APPROVE, BY NON-BINDING ADVISORY
VOTE, THE EXECUTIVE COMPENSATION DESCRIBED IN THE STEVEN MADDEN, LTD. PROXY STATEMENT.
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The Board of Directors recommends
you vote AGAINST proposal 6.
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6.
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TO CONSIDER AND VOTE UPON A STOCKHOLDER
PROPOSAL, IF PROPERLY PRESENTED, REGARDING A HUMAN RIGHTS RISK ASSESSMENT REPORT.
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NOTE:
In their discretion,
the proxies are authorized to vote upon such other business as may properly be presented at the meeting or any adjournments
or postponements thereof.
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E72433-P22114
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