Steven Madden (SHOO)

Filed: 27 May 22, 4:44pm

Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):          May 25, 2022


(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


(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareSHOOThe 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 o

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. o


Item 5.07.Submission of Matters to a Vote of Security Holders.


Steven Madden, Ltd. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 25, 2022. At the Annual Meeting, the stockholders of the Company voted on the following proposals:


Proposal Number 1. To elect the eleven nominees named in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 11, 2022, 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
Edward R. Rosenfeld  68,491,578   1,800,551   5,147,355 
Peter A. Davis  69,953,218   338,911   5,147,355 
Al Ferrara  70,037,148   254,981   5,147,355 
Mitchell S. Klipper  70,123,269   168,860   5,147,355 
Maria Teresa Kumar  70,123,249   168,880   5,147,355 
Rose Peabody Lynch  69,605,065   687,064   5,147,355 
Peter Migliorini  64,004,051   6,288,078   5,147,355 
Arian Simone Reed  70,200,481   91,648   5,147,355 
Ravi Sachdev  68,895,505   1,396,624   5,147,355 
Robert Smith  69,554,369   737,760   5,147,355 
Amelia Newton Varela  68,827,691   1,464,438   5,147,355 


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, 2022. The proposal was approved by a vote of stockholders as follows:


Votes For  Votes Against  Abstentions  Broker Non-Votes 
 75,315,276   66,885   57,323   0 


Proposal Number 3. To approve, on a non-binding advisory basis, the compensation of certain executive officers of the Company 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 
 66,317,122   3,910,256   64,751   5,147,355 



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 27, 2022

 By: /s/ Edward R. Rosenfeld
  Edward R. Rosenfeld
  Chief Executive Officer