Edgar Filing: ICONIX BRAND GROUP, INC.

Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

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¨	Preliminary Proxy Statement

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

¨	Definitive Proxy Statement

x	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

Iconix Brand Group, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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		ICONIX BRAND GROUP, INC. 1450 BROADWAY, 3rd FLOOR NEW YORK, NEW YORK 10018

		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held on August 18, 2011

Dear Stockholder,

The 2011 Annual Meeting of Stockholders of ICONIX BRAND GROUP, INC. (the “Company”), will be held on Thursday, August 18, 2011, at the offices of the Company, 1450 Broadway, 4th Floor, New York, NY 10018, at 10:00 AM (local time).

Proposals to be considered at the Annual Meeting:

(1)

to elect our seven nominees for director to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified.

(2)

Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2011.

(3)

To approve, by non-binding advisory vote, the resolution approving named executive officer compensation.

(4)

To approve, by non-binding advisory vote, the frequency of future advisory votes on the resolution approving named executive officer compensation.

(5)

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

Management recommends a vote “FOR”: Items 1, 2 and 3 and a vote for “1 YEAR” as the preferred frequency for Item 4.

*Stockholders are cordially invited to attend the Annual Meeting and vote in person.

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To

Follow The Prompts To Vote Your Shares.

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.

LOGO

Vote Your Proxy on the Internet:

Go to www.continentalstock.com

Have your notice available when you

access the above website. Follow the

prompts to vote your shares.

COMPANY ID:

PROXY NUMBER:

ACCOUNT NUMBER:

The Proxy Materials are available for review at:

http://www.cstproxy.com/iconixbrand/2011

ICONIX BRAND GROUP, INC.

1450 BROADWAY, 3rd FLOOR

NEW YORK, NEW YORK 10018

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held August 18, 2011. The Proxy Statement and our 2010 Annual Report to Stockholders are available at:

http://www.cstproxy.com/iconixbrand/2011

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.

We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before August 4, 2011 to facilitate a timely delivery.

The following Proxy Materials are available to you to review at: http://www.cstproxy.com/iconixbrand/2011

•

the Company’s Annual Report for the year ended December 31, 2010

•

the Company’s 2011 Proxy Statement (including all attachments thereto)

•

the Proxy Card

•

any amendments to the foregoing materials that are required to be furnished to stockholders.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, 9-digit proxy number and 10-digit account number.

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

By telephone please call 1-888-221-0690

By logging on to http://www.cstproxy.com/iconixbrand/2011

By email at: proxy@continentalstock.com

Please include the company name and your account number in the subject line.