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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 (Date of earliest event reported): May 20, 2026
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.
On
May 20, 2026, Steven Madden, Ltd. (the “Company”) held the Company’s 2026 Annual Meeting of the Stockholders (the “Annual
Meeting”). The holders of 67,169,363 shares of the Company’s issued and outstanding common stock were represented in person
or by proxy at the Annual Meeting, constituting a quorum. The three proposals considered at the Annual Meeting are described in detail
in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 6, 2026 (the
“Proxy Statement”). The final results for each proposal are set forth below.
Proposal
Number 1. To elect the ten nominees named in the Proxy Statement 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 |
|
63,886,349 |
|
1,729,654 |
|
1,553,360 |
| Peter
A. Davis |
|
62,937,436 |
|
2,678,567 |
|
1,553,360 |
| Al
Ferrara |
|
64,273,419 |
|
1,342,584 |
|
1,553,360 |
| Mitchell
S. Klipper |
|
65,299,626 |
|
316,377 |
|
1,553,360 |
| Maria
Teresa Kumar |
|
65,298,986 |
|
317,017 |
|
1,553,360 |
| Rose
Peabody Lynch |
|
61,995,613 |
|
3,620,390 |
|
1,553,360 |
| Peter
Migliorini |
|
60,320,414 |
|
5,295,589 |
|
1,553,360 |
| Arian
Simone Reed |
|
64,186,045 |
|
1,429,958 |
|
1,553,360 |
| Ravi
Sachdev |
|
63,720,479 |
|
1,895,524 |
|
1,553,360 |
| Amelia
Newton Varela |
|
64,216,930 |
|
1,399,073 |
|
1,553,360 |
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, 2026. The proposal was approved by a vote of stockholders as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 66,791,860 |
|
352,191 |
|
25,312 |
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 |
| 63,852,187 |
|
1,655,993 |
|
107,823 |
|
1,553,360 |
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 21, 2026
| |
STEVEN
MADDEN, LTD. |
| |
|
| |
By: |
/s/
Edward R. Rosenfeld |
| |
|
Edward
R. Rosenfeld |
| |
|
Chairman
and Chief Executive Officer |