STEVEN MADDEN, LTD.

Regulatory Filings • May 29, 2012

8-K 1 smadden_8k.htm FORM 8-K

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 25, 2012

(Date of earliest event reported)

STEVEN MADDEN, LTD.

(Exact Name of Registrant as Specified in 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))

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

Steven Madden, Ltd. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on May 25, 2012. At the Annual Meeting, the stockholders of the Company voted on the following proposals:

Proposal Number 1. To elect the six 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, 2012, 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	37,334,503	1,339,741	2,787,758
John L. Madden	31,756,804	6,917,440	2,787,758
Peter Migliorini	30,861,455	7,812,789	2,787,758
Richard P. Randall	38,463,544	210,700	2,787,758
Ravi Sachdev	38,464,548	209,696	2,787,758
Thomas H. Schwartz	32,169,064	6,505,180	2,787,758

Proposal Number 2. To approve an amendment of the Company’s 2006 Stock Incentive Plan, which, among other things, increases by 6,500,000 shares the number of shares of common stock available under the 2006 Stock Incentive Plan. The proposal was approved by a vote of stockholders as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
25,634,709	13,033,606	5,929	2,787,758

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
37,093,473	1,535,993	44,778	2,787,758

Proposal Number 4. To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The proposal was approved by a vote of stockholders as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
39,906,186	1,549,963	5,853	0

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SIGNATURE

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 29, 2012

STEVEN MADDEN, LTD.
By:	/s/ Edward R. Rosenfeld
	Edward R. Rosenfeld
	Chief Executive Officer