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STEVEN MADDEN, LTD.

Regulatory Filings Apr 6, 2018

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DEFA14A 1 smadden_defa14a.htm DEFA14A Field: Rule-Page

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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
the filing fee is calculated and state how it was determined): |
| (4) | Proposed
maximum aggregate value of transaction: |
| (5) | Total
fee paid: |

o Fee paid previously with preliminary materials.

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.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 25, 2018

| STEVEN
MADDEN, LTD. | Meeting
Information — Meeting
Type: Annual Meeting | |
| --- | --- | --- |
| | For
holders as of: March 29, 2018 | |
| | Date: May
25, 2018 Time: 10:00 AM EDT | |
| ● | Location: | Company’s
Showroom 1370 Avenue of the Americas 14th Floor New York, New York 10019 |
| STEVEN
MADDEN, LTD. ATTN: ARVIND DHARIA 52-16 BARNETT AVENUE LONG ISLAND CITY, NY 11104 | You
are receiving this communication because you hold shares in the above named company. This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy
materials before voting. | |
| | See
the reverse side of this notice to obtain proxy materials and voting instructions. | |

0000374208_1 R1.0.1.17

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How
to Access the Proxy Materials

| Proxy Materials
Available to VIEW or RECEIVE: | | |
| --- | --- | --- |
| 1. Notice &
Proxy Statement 2. Annual Report with 10-K | | |
| How to View
Online: | | |
| Have
the information that is printed in the box marked by the arrow è XXXX
XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. | | |
| How to Request
and Receive a PAPER or E-MAIL Copy: | | |
| If you want to
receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose
one of the following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | [email protected] |
| * If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow è XXXX XXXX XXXX XXXX (located on the following
page) in the subject line. | | |
| Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before May 13, 2018 to facilitate timely delivery. | | |

Please
Choose One of the Following Voting Methods

| Vote
In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
At the meeting, you will need to request a ballot to vote these shares. |
| --- |
| Vote
By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box marked
by the arrow è XXXX XXXX XXXX available and follow the instructions. |
| Vote
By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |

0000374208_2 R1.0.1.17

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Voting items

The Board of Directors recommends you vote FOR the following:

1.
Nominees
01 Edward R. Rosenfeld 02 Rose Peabody Lynch 03 Mitchell S. Klipper 04 Peter Migliorini
06 Ravi Sachdev 07 Thomas H. Schwartz 08 Robert Smith 09 Amelia Newton Varela

| The
Board of Directors recommends you vote FOR proposals 2 and 3. | |
| --- | --- |
| 2 . | TO
RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018. |
| 3 . | TO APPROVE,
BY NON-BINDING ADVISORY VOTE, THE EXECUTIVE COMPENSATION DESCRIBED IN THE STEVEN MADDEN, LTD PROXY STATEMENT. |
| 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. | |

0000374208_3 R1.0.1.17

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