STEVEN MADDEN, LTD. — Proxy Solicitation & Information Statement 2021

Apr 8, 2021

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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 þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

þ Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

| Steven
Madden, Ltd. |
| --- |
| (Name
of Registrant as Specified in Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant) |

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

| (1) | Title
of each class of securities to which transaction applies: |
| --- | --- |
| (2) | Aggregate
number of securities to which transaction applies: |
| (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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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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| | Your Vote Counts! STEVEN
MADDEN, LTD. 2021
Annual Meeting Vote
by May 25, 2021 11:59
PM ET |
| --- | --- |
| STEVEN
MADDEN, LTD. ATTN: LISA KEITH 52-16 BARNETT AVENUE LONG ISLAND CITY, NY 11104 | ● |
| D47855-P50169 | |

You invested in STEVEN MADDEN, LTD. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 26, 2021.

Get informed before you vote

View the Notice and Proxy Statement and 2020 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 12, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

●
Control #	●

	●
●	Virtually
at: www.virtualshareholdermeeting.com/SHOO2021

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*Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.com

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THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

| Voting
Items | | | | | Board Recommends |
| --- | --- | --- | --- | --- | --- |
| 1. | Election
of Directors | | | | |
| | Nominees: | | | | |
| | 01) | Edward
R. Rosenfeld | 06) | Peter
Migliorini | For |
| | 02) | Al Ferrara | 07) | Ravi Sachdev | |
| | 03) | Mitchell S. Klipper | 08) | Robert Smith | |
| | 04) | Maria Teresa Kumar | 09) | Amelia Newton Varela | |
| | 05) | Rose
Peabody Lynch | | | |
| 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, 2021. | | | | For |
| 3. | TO
APPROVE, BY NON-BINDING ADVISORY VOTE, THE EXECUTIVE COMPENSATION DESCRIBED IN THE STEVEN MADDEN, LTD. PROXY STATEMENT. | | | | For |
| 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. | | | | | |

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

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