false 0000913241 0000913241 2026-05-20 2026-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 20, 2026

 

STEVEN MADDEN, LTD.

(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

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   SHOO   The 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

 

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. ☐

 

 

 

 
 

 

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

 

On May 20, 2026, Steven Madden, Ltd. (the “Company”) held the Company’s 2026 Annual Meeting of the Stockholders (the “Annual Meeting”). The holders of 67,169,363 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The three proposals considered at the Annual Meeting are described in detail in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”). The final results for each proposal are set forth below.

 

Proposal Number 1. To elect the ten nominees named in the Proxy Statement 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   63,886,349   1,729,654   1,553,360
Peter A. Davis   62,937,436   2,678,567   1,553,360
Al Ferrara   64,273,419   1,342,584   1,553,360
Mitchell S. Klipper   65,299,626   316,377   1,553,360
Maria Teresa Kumar   65,298,986   317,017   1,553,360
Rose Peabody Lynch   61,995,613   3,620,390   1,553,360
Peter Migliorini   60,320,414   5,295,589   1,553,360
Arian Simone Reed   64,186,045   1,429,958   1,553,360
Ravi Sachdev   63,720,479   1,895,524   1,553,360
Amelia Newton Varela   64,216,930   1,399,073   1,553,360

 

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, 2026. The proposal was approved by a vote of stockholders as follows:

 

Votes For   Votes Against   Abstentions
66,791,860   352,191   25,312

 

Proposal Number 3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers 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
63,852,187   1,655,993   107,823   1,553,360

 

 
 

 

SIGNATURES

 

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 21, 2026

 

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