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


Date of Report (Date of earliest event reported): March 25, 2019


(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))

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 o

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. o


Item 1.01. Entry into a Material Definitive Agreement.


(e) On March 25, 2019, Steven Madden, Ltd. (the “Company”) entered into an amendment (the “Amendment”) to its existing employment agreement, dated as of July 1, 2005, as previously amended (the “Madden Employment Agreement”), with Steven Madden, the Company's founder, creator and Creative and Design Chief. The Amendment amends the Madden Employment Agreement to extend its term through December 31, 2026. Prior to the Amendment, the Madden Employment Agreement would have terminated three years earlier, on December 31, 2023. In consideration of this extension, the Company granted to Mr. Madden 200,000 restricted shares of the Company's common stock, $0.0001 per share, under the Steven Madden, Ltd. 2006 Stock Incentive Plan, as amended, which shares are to vest in three nearly equal installments as follows: 66,666 shares on December 31, 2024; 66,667 shares on December 31, 2025; and 66,667 shares on December 31, 2026. All other terms of the Madden Employment Agreement remain unchanged.


The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits:


Exhibit   Description
10.1   Fourth Amendment, dated as of March 25, 2019, to Third Amended Employment Agreement between the Company and Steven Madden.




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: March 25, 2019

  By: /s/ Edward R. Rosenfeld
  Name:  Edward R. Rosenfeld
  Title:  Chief Executive Officer