--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-019172" form_type: "8-K" ticker: "SHOO" cik: "0000913241" company_name: "STEVEN MADDEN, LTD." filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:50:24.277751+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Steven Madden shareholders elect all 11 director nominees, ratify auditor ## Summary - All 11 director nominees elected; votes ranged from 66.4M (Migliorini) to 71.0M (Klipper) for. - Ernst & Young ratified as independent auditor for FY2023 (73,090,260 for, 56,866 against). - Advisory vote to approve named executive officer compensation passed (68,835,433 for, 2,551,981 against). - Advisory vote on say-on-pay frequency set to every year (68,666,488 for 1 year). ## SEC filing metadata - accession: 0001493152-23-019172 - form_type: 8-K - ticker: SHOO - cik: 0000913241 - company_name: STEVEN MADDEN, LTD. - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/913241/000149315223019172/0001493152-23-019172-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/913241/000149315223019172/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-019172 - JSON: https://secwatch.observer/filing/0001493152-23-019172.json - Plain text: https://secwatch.observer/filing/0001493152-23-019172.txt ## Key facts - Shareholder Votes STEVEN MADDEN, LTD. shareholders approved Advisory vote to approve the compensation of the Company's named executive officers. at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: 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 68,835,433 2,551,981 15,148 1,760,157 evidence_url: https://www.sec.gov/Archives/edgar/data/913241/000149315223019172/0001493152-23-019172-index.htm - Shareholder Votes STEVEN MADDEN, LTD. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-05-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-24 source text: 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, 2023. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 73,090,260 56,866 15,593 0 evidence_url: https://www.sec.gov/Archives/edgar/data/913241/000149315223019172/0001493152-23-019172-index.htm - Shareholder Votes STEVEN MADDEN, LTD. shareholders approved Election of eleven nominees to the Board of Directors at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: Proposal Number 1. To elect the eleven nominees named in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 10, 2023, 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 69,896,794 1,505,768 1,760,157 Peter A. Davis 70,802,490 600,072 1,760,157 Al Ferrara 70,964,181 438,381 1,760,157 Mitchell S. Klipper 71,000,915 401,647 1,760,157 Maria Teresa Kumar 70,993,470 409,092 1,760,157 Rose Peabody Lynch 70,739,958 662,604 1,760,157 Peter Migliorini 66,397,106 5,005,456 1,760,157 Arian Simone Reed 70,966,360 436,202 1,760,157 Ravi Sachdev 70,050,063 1,352,499 1,760,157 Robert Smith 70,772,944 629,618 1,760,157 Amelia Newton Varela 69 evidence_url: https://www.sec.gov/Archives/edgar/data/913241/000149315223019172/0001493152-23-019172-index.htm - Shareholder Votes STEVEN MADDEN, LTD. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation. at the 2023-05-24 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-24 source text: Proposal Number 4. To recommend, on a non-binding advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers. The stockholder voted in favor of holding an advisory vote to approve the compensation of the Company’s named executive officers every year. The final results of this advisory vote were as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 68,666,488 373 2,702,335 33,366 1,760,157 evidence_url: https://www.sec.gov/Archives/edgar/data/913241/000149315223019172/0001493152-23-019172-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.