STEVEN MADDEN, LTD.

Regulatory Filings • May 26, 2015

8-K 1 smadden_8k.htm FORM 8-K Field: Rule-Page

Field: /Rule-Page

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 22, 2015 (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:

| o | Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| o | Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Field: Rule-Page

Field: /Rule-Page Field: Page; Sequence: 1

Field: /Page

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

Steven Madden, Ltd. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2015. At the Annual Meeting, the stockholders of the Company voted on the following proposals:

Proposal Number 1. To elect the eight nominees named in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 8, 2015, 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 — Edward R. Rosenfeld	54,308,752	1,022,673	3,264,968
Rose Peabody Lynch	55,296,309	35,116	3,264,968
John L. Madden	47,447,076	7,884,349	3,264,968
Peter Migliorini	48,171,993	7,159,432	3,264,968
Richard P. Randall	55,196,998	134,427	3,264,968
Ravi Sachdev	55,295,534	35,891	3,264,968
Thomas H. Schwartz	48,247,732	7,083,693	3,264,968
Robert Smith	55,294,267	37,158	3,264,968

Proposal Number 2. To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The proposal was approved by a vote of stockholders as follows:

| Votes
For | Votes
Against | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- |
| 58,048,251 | 530,281 | 17,861 | -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 |
| --- | --- | --- | --- |
| 54,205,983 | 984,279 | 141,163 | 3,264,968 |

Field: Page; Sequence: 2

Field: /Page

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 26, 2015

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