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 (Date of earliest event reported): November 4, 2016

 

 

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-10593		11-2481903
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1450 Broadway, New York, New York				10018
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code (212) 730-0030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instruction A.2. below):

 

☐	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

At the Annual Meeting of Stockholders of Iconix Brand Group, Inc. (the “Company”) held on November 4, 2016, the Company’s stockholders entitled to vote at the meeting voted: (i) for the election of the nine individuals named below to serve as directors of the Company to hold office until the Company’s Annual Meeting of Stockholders to be held in 2017 and until their successors have been duly elected and qualified; (ii) for the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; (iii) for, by non-binding advisory vote, the resolution approving named executive officer compensation; and (iv) for the approval of the Company’s 2016 Omnibus Incentive Plan.

 

(i)

The votes cast by stockholders with respect to the election of directors were as follows:

 

Director		Votes Cast “For”				Votes Cast “Against”				Abstentions				Broker Non-Votes
F. Peter Cuneo			31,280,477				3,294,937				24,476				16,537,588
John Haugh			32,693,339				1,874,548				32,003				16,537,588
Drew Cohen			30,936,410				3,628,854				34,626				16,537,588
Sue Gove			30,523,375				3,585,091				491,424				16,537,588
Mark Friedman			31,224,968				3,340,329				34,593				16,537,588
James Marcum			30,965,177				3,599,270				35,443				16,537,588
Sanjay Khosla			33,091,794				1,482,580				25,516				16,537,588
Kristen O’Hara			33,114,989				1,458,991				25,910				16,537,588
Kenneth Slutsky			33,093,647				1,482,988				23,255				16,537,588

 

(ii)

The votes cast by stockholders with respect to the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 were as follows:

 

		Votes Cast “For”				Votes Cast “Against”				Abstentions
Appointment of BDO USA, LLP			48,944,573				2,137,483				55,422

 

(iii)

The votes cast by stockholders with respect to the proposal to approve, by non-binding advisory vote, the resolution approving named executive officer compensation were as follows:

 

		Votes Cast “For”				Votes Cast “Against”				Abstentions				Broker Non-Votes
Named Executive Officer Compensation			26,553,625				7,765,481				280,784				16,537,588

 

(iv)

The votes cast by stockholders with respect to approval of the Company’s 2016 Omnibus Incentive Plan were as follows:

 

		Votes Cast “For”				Votes Cast “Against”				Abstentions				Broker Non-Votes
2016 Omnibus Incentive Plan			28,390,498				6,111,078				98,314				16,537,588

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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.

 

Date: November 7, 2016