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): June 15, 2018
Iconix Brand Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-10593 | 11-2481093 | ||
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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| 1450 Broadway, 3rd floor, New York, NY | 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) |
| x | 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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of John Haugh as CEO, President and Director
On June 15, 2018, John Haugh resigned from his positions as Chief Executive Officer and President of Iconix Brand Group, Inc. (the “Company”) and resigned from the Company’s board of directors (the “Board of Directors” or the “Board”).
Appointment of F. Peter Cuneo as Interim Chief Executive Officer of the Company
On June 15, 2018, the Board appointed F. Peter Cuneo, the Executive Chairman of the Company’s Board of Directors, as Interim Chief Executive Officer of the Company. Mr. Cuneo will remain the Executive Chairman of the Company’s Board of Directors. As of June 15, 2018, the Company and Mr. Cuneo entered into an employment agreement with respect to the terms of Mr. Cuneo’s employment by the Company (the “Employment Agreement”). The prior employment agreement between the Company and Mr. Cuneo, dated as of December 18, 2017, terminated simultaneously with the effectiveness of the Employment Agreement with no further liability to the Company. The following summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
As Interim Chief Executive Officer, Mr. Cuneo will receive a monthly salary of $83,333 for the period beginning on June 15, 2018 and ending three months thereafter, referred to as the term. In the event that the Company hires a permanent Chief Executive Officer prior to the expiration of the term, Mr. Cuneo will continue to receive a monthly salary of $83,333 for the remainder of the term. If Mr. Cuneo resigns as Interim Chief Executive Officer prior to the expiration of the term or is terminated for cause by the Company, no further salary shall be payable following such resignation or termination. Mr. Cuneo will receive an award of 50,000 fully vested restricted shares of the Company’s common stock promptly following the commencement of the term, and such shares will be priced at the closing price of the Company’s stock on the first day of the term.
No family relationships exist between Mr. Cuneo and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Cuneo and any other person pursuant to which Mr. Cuneo was selected as the Interim Chief Executive Officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Cuneo has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
F. Peter Cuneo, 74, has served as our Executive Chairman of the Board of Directors since December 2017 and from April 2016 until December 2016. Since August 2015, and while not serving as Executive Chairman, Mr. Cuneo has served as our Chairman of the Board. He also served as our Interim Chief Executive Officer from August 2015 until April 2016. Mr. Cuneo has served on our Board of Directors since October 2006. From June 2004 through December 2009 Mr. Cuneo served as the Vice Chairman of the Board of Directors of Marvel Entertainment, Inc. (“Marvel Entertainment”), a publicly traded entertainment company active in motion pictures, television, publishing, licensing and toys, and prior thereto, he served as the President and Chief Executive Officer of Marvel Entertainment from July 1999 to December 2002. Mr. Cuneo has also served as the Chairman of Cuneo & Co., L.L.C., a private investment firm, since July 1997 and previously served on the Board of Directors of WaterPik Technologies, Inc., a New York Stock Exchange company engaged in designing, manufacturing and marketing health care products, swimming pool products and water-heating systems, prior to its sale in 2006. From October 2004 to December 2005, he served on the Board of Directors of Majesco Entertainment Company, a provider of video game products primarily for the family oriented, mass market consumer. Mr. Cuneo received a Bachelor of Science degree from Alfred University in 1967 and currently serves as the Chairman of the Alfred University Board of Trustees. Mr. Cuneo received a Masters degree in business administration from Harvard Business School in 1973. The Board of Directors believes that Mr. Cuneo’s extensive business and financial background and significant experience as an executive of Marvel Entertainment, an owner and licensor of iconic intellectual property, contributes important expertise to our Board of Directors.
Item 8.01 Other Events.
On June 15, 2018, the Company issued a press release announcing Mr. Haugh’s resignation and Mr Cuneo’s appointment as interim CEO. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Employment Agreement dated as of June 15, 2018 between the Company and Peter Cuneo (filed herewith)* | |
| 99.1 | Press Release dated June 15, 2018 (filed herewith). |
| * | Denotes management compensation plan or arrangement. | ||
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 thereunto duly authorized.
ICONIX BRAND GROUP, INC.
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| (Registrant) | ||
| By: |
/s/ David K. Jones | |
| David K. Jones | ||
| Executive Vice President & Chief Financial Officer | ||
Date: June 18, 2018
Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of June 15, 2018 (the “Agreement”), by and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and Peter Cuneo (the “Executive”).
WITNESSETH
WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on an interim basis, pursuant to the terms as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:
1. Engagement of Executive; Duties. During the Term (as hereinafter defined in Section 3 below), the Executive shall have the title of Interim Chief Executive Officer of the Company, and shall have the authorities, duties and responsibilities customarily exercised by an individual serving in these positions in a corporation of the size and nature of the Company and such other authorities, duties and responsibilities as may be from time to time delegated to him by the Board of Directors of the Company (the “Board”). The Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Company. The Executive shall report to the Board.
2. Time. The Executive shall devote substantially all of his professional time to the business affairs of the Company, provided, that the Executive may devote reasonable time to the matters set forth on Schedule I attached hereto.
3. Term. The Executive’s engagement shall commence effective June 15, 2018 (the “Commencement Date”) and, subject to the earlier termination of this Agreement pursuant to Section 5 hereof, shall continue until September 15, 2018 (the “Term”).
4. Compensation.
| (a) | Base Salary. |
Executive's base salary for the Term will be at the rate of $83,333 per month. The salary paid hereunder will be paid in accordance with the Company's payroll practices and policies then in effect (the salary set forth herein shall be referred to as the “Base Salary”).
| (b) | Bonus. |
Executive shall not be eligible to receive any bonus in connection with his employment hereunder.
| (c) | Equity Awards. |
Promptly following the Commencement Date, the Company shall issue to Executive, under the Company’s Amended and Restated 2016 Omnibus Incentive Plan, 50,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). All shares issued hereunder will vest immediately upon issuance and shall be subject to restrictions on transfer under the Federal securities laws and the Company’s Insider Trading Policy.
| (d) | Fringe Benefits. |
Executive shall be added or continued, as the case may be, as an insured under the Company's officers and directors insurance and all other polices which pertain to officers and/or directors of the Company.
| (e) | Reimbursement of Expenses. |
The Company shall pay to Executive the reasonable expenses incurred by him in the performance of his duties hereunder, including, without limitation, expenses related to cell phones, blackberrys and laptop computers and such other expenses incurred in connection with business related travel or entertainment in accordance with the Company’s policies, or, if such expenses are paid directly by the Executive, the Company shall promptly reimburse the Executive for such payments, provided that the Executive (i) properly accounts for such expenses in accordance with the Company’s policies and (ii) has received prior approval by the Board for major expenses.
5. Termination of Employment.
| (a) | General. The Executive’s employment under this Agreement may be terminated without any breach of this Agreement only on the following circumstances: |
(1) Death or Disability. The Executive’s employment under this Agreement shall terminate upon his death or disability, as determined by the Board in good faith.
(2) Good Reason. The Executive may terminate his employment under this Agreement for Good Reason at any time on or prior to the 30th day after the occurrence of the Good Reason event. For purposes of this Agreement, “Good Reason” shall mean the failure by the Company to timely comply with its material payment obligations contained in this Agreement; provided, however, that, within five (5) days of such event having occurred, the Executive shall have provided the Company with written notice that such event has occurred and afforded the Company twenty (20) days to cure the same.
(3) Without Good Reason. The Executive may voluntarily terminate his employment under this Agreement without Good Reason upon written notice by the Executive to the Company at least thirty (30) days prior to the effective date of such termination (which termination the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination (as hereinafter defined in sub-section (b) below)).
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(4) Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause. Termination for “Cause” shall mean termination of the Executive’s employment because of the occurrence of any of the following as determined by the Board:
| (i) | the willful and continued failure by the Executive to attempt in good faith to substantially perform his obligations under this Agreement (other than any such failure resulting from the Executive’s incapacity due to a disability, as determined by the Board in good faith); provided, however, that the Company shall have provided the Executive with written notice that such actions are occurring and the Executive has been afforded at least twenty (20) days to cure same; |
| (ii) | the indictment of the Executive for, or his conviction of or plea of guilty or nolo contendere to, a felony or any other crime involving moral turpitude or dishonesty; |
| (iii) | the Executive’s willfully engaging in misconduct in the performance of his duties for the Company (including theft, fraud, embezzlement, and securities law violations or a violation of the Company’s Code of Conduct or other written policies) that is injurious to the Company, monetarily or otherwise; or |
| (iv) | the Executive’s willfully engaging in misconduct other than in the performance of his duties for the Company (including engaging, directly or indirectly in activities deemed by the Board to be competitive with the business activities conducted by the Company, soliciting or hiring any employee, customer, licensor or licensee of the Company, or engaging in theft, fraud, embezzlement, and securities law violations) that is materially injurious to the Company or, in the good faith determination of the Board, is potentially materially injurious to the Company, monetarily or otherwise. |
For purposes of this Section 5(a)(4), no act, or failure to act, on the part of the Executive shall be considered “willful,” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company (including reputationally).
(5) Without Cause. The Company may terminate the Executive’s employment under this Agreement without Cause immediately upon written notice by the Company to the Executive.
(6) Hiring of Permanent Chief Executive Officer. The Company may terminate the Executive’s employment under this Agreement immediately upon written notice by the Company to the Executive stating that a permanent Chief Executive Officer has been hired.
| (b) | Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. |
For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and the date such termination shall take effect (“Date of Termination”).
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| (c) | Compensation Upon Termination. |
| (i) | Termination for Cause or without Good Reason. If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall receive from the Company: (a) any earned but unpaid Base Salary through the Date of Termination, paid in accordance with the Company’s standard payroll practices; and (b) reimbursement for any unreimbursed expenses properly incurred and paid in accordance with Section 4(e) through the Date of Termination (collectively, the “Amounts and Benefits”), and the Company shall have no further obligation with respect to this Agreement. |
| (ii) | Termination without Cause or for Good Reason. If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of death or disability or upon the hiring of a permanent Chief Executive Officer), then the Company shall (1) pay or provide the Executive the Amounts and Benefits and (2) continue to pay the Executive’s Base Salary through the end of the Term as if such termination had not occurred, in accordance with the Company’s payroll practices and policies then in effect. |
| (iii) | Termination upon Death or Disability. In the event of the Executive’s death or disability, the Company shall pay or provide the Amounts and Benefits to the Executive’s estate or the Executive, as the case may be. |
| (iv) | Termination upon Hiring of a Permanent Chief Executive Officer. If the Executive’s employment shall be terminated by the Company upon hiring of a permanent Chief Executive Officer pursuant to subsection (a)(6), the Company shall (1) continue to pay the Executive’s Base Salary through the end of the Term as if such termination had not occurred, in accordance with the Company’s payroll practices and policies then in effect; and (2) pay or provide the Amounts and Benefits to the Executive, and the Company shall have no further obligation with respect to this Agreement. |
6. Confidentiality. The Executive shall not divulge to anyone, either during or at any time after the Term, any information constituting a trade secret or other confidential information acquired by him concerning the Company, any subsidiary or other affiliate of the Company, except in the performance of his duties hereunder, including but not limited to its licensees, revenues, business systems and processes (“Confidential Information”). The Executive acknowledges that any Confidential Information is of great value to the Company, and upon the termination of his employment, the Executive shall redeliver to the Company all Confidential Information and other related data in his possession.
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7. Indemnification. The Company shall indemnify and hold harmless the Executive against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case by reason of or relating to his being or having been an employee, officer or director of the Company, whether or not he continues to be such an employee, officer or director at the time of incurring such expenses, except insofar as such indemnification is prohibited by law or not enforceable as against public policy. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such expenses are agreed to in advance by the Company. The foregoing indemnification obligation is independent of any similar obligation provided in the Company’s Certificate of Incorporation or Bylaws, and shall apply with respect to any matters attributable to periods prior to the date of this Agreement, and to matters attributable to Executive's employment hereunder, without regard to when asserted.
8. Miscellaneous.
| (a) | This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with those laws. The Company and Executive unconditionally consent to submit to the exclusive jurisdiction of the New York State Supreme Court, County of New York or the United States District Court for the Southern District of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service of any process, summons, notice or document by registered mail to the address set forth below shall be effective service of process for any action, suit or proceeding brought against the Company or the Executive, as the case may be, in any such court. |
| (b) | Executive may not delegate his duties or assign his rights hereunder. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company other than pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets or businesses of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or by operation of law. For the purposes of this Agreement, the term “Company” shall include the Company and, subject to the foregoing, any of its successors and assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. |
| (c) | The invalidity or unenforceability of any provision hereof shall not in any way affect the validity or enforceability of any other provision. This Agreement reflects the entire understanding between the parties. |
| (d) | This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Executive by the Company and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever, including, without limitation, the Employment Agreement, dated as of December 18, 2017, by and between the Company and Executive, which agreement is hereby terminated as of the date hereof with no further obligation of the Company thereunder. Any modification or termination of this Agreement will be effective only if it is in writing signed by the party to be charged. |
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| (e) | This Agreement may be executed by the parties in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. |
9. Tax Withholding. The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.
10. Notices. All notices relating to this Agreement shall be in writing and shall be either personally delivered, sent by telecopy (receipt confirmed) or mailed by certified mail, return receipt requested, to be delivered at such address as is indicated below, or at such other address or to the attention of such other person as the recipient has specified by prior written notice to the sending party. Notice shall be effective when so personally delivered, one business day after being sent by telecopy or five days after being mailed.
To the Company:
Iconix Brand Group, Inc.
1450 Broadway, 3rd Floor
New York, New York 10018
Attention: Mark Friedman, Chairperson, Compensation Committee
With a copy in the same manner to:
Dechert LLP
Three Bryant Park
New York, New York 10036-6797
Attention: Naz Zilkha, Esq.
To the Executive:
Peter Cuneo
1450 Broadway, 3rd Floor
New York, New York 10018
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IN WITNESS WHEREOF, the parties hereto have
executed this agreement as of the 15th day of June, 2018.
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Iconix Brand Group, Inc.
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Executive | ||
| By: | /s/ Mark Friedman | /s/ Peter Cuneo | |
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Mark Friedman Chairperson, Compensation Committee |
Peter Cuneo | ||
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Exhibit 99.1
Iconix Brand Group Announces Leadership Transition
Peter Cuneo Named Interim Chief Executive Officer Effective Immediately;
John Haugh Resigns as Chief Executive Officer and President
Board Search for Permanent CEO Underway
NEW YORK – June 15, 2018 – Iconix Brand Group, Inc. (Nasdaq: ICON) (“Iconix” or the “Company”) today announced that Peter Cuneo, Executive Chairman of the Board of Directors, will serve as Interim CEO, effective immediately. John Haugh has resigned as Chief Executive Officer, President and a member of the Board to pursue other opportunities, also effective immediately.
The Board has retained an executive search firm to assist with the process to identify a permanent CEO.
Drew Cohen, Lead Independent Director of the Iconix Board, said, “The Iconix Board regularly evaluates leadership to ensure that we have the right mix of skills and experience in place to drive growth and value creation for all of our stockholders. Iconix has made steady progress on a range of financial initiatives, including strengthening our balance sheet and addressing near-term debt obligations. As we continue to work diligently to build a platform for sustainable growth that fully capitalizes on the strength of our global brand portfolio, the Board is committed to putting in place a strong leadership team that is able to successfully execute on these goals.
“We are fortunate to have someone of Peter’s caliber, with an extensive track record of revitalizing leading consumer brands and direct experience leading Iconix as Interim CEO from August 2015 to April 2016, to step in as Interim CEO while we identify a permanent successor. We are grateful to John for his service to Iconix during his years as CEO and for the contributions he has made in positioning the Company for the future. We wish him well in his future endeavors,” Mr. Cohen continued.
Mr. Cuneo, said, “I am committed to helping Iconix as Interim CEO at this important time in the Company’s history. We are addressing the challenges facing the Company head on, and are moving forward with focus and a sense of urgency. I look forward to working closely with the Board and management team as we search for a permanent CEO and best position Iconix to deliver growth and stockholder value creation.”
About Peter Cuneo
Peter Cuneo is a recognized leader in business turnarounds. Since 1983, he has completed seven turnarounds of distressed branded businesses in the global media and consumer products sectors. From 1999 to 2009, Peter played a lead role in the turnaround of Marvel Entertainment Inc. (MVL). As President and CEO, he led Marvel, post-bankruptcy, to a prominent position in the entertainment industry. He then served as Vice Chairman of the Board, providing active strategic leadership as Marvel continues to grow into one of the world’s leading entertainment brands. This culminated in its $4.4 billion sale to Disney at the end of 2009. Previously, Peter was President and CEO of Remington Products Company. He joined the company as it was near bankruptcy and, in less than four years, executed a successful turnaround of the business and facilitated its sale to private equity investors. Peter has also served as President of the Security Hardware Group of the Black & Decker Corporation, President of Bristol-Myers Squibb Pharmaceutical Group in Canada and President of the Clairol Personal Care Division. Peter is currently the Managing Principal of Cuneo & Company, LLC, a private investment and management company.
Peter currently sits on the Board of the Foundation for the National Archives in Washington, DC as Co-Head of the Development Committee. Peter served two tours as a Lieutenant in the U.S. Navy in the Vietnam War. He received his MBA from Harvard Business School and holds a Bachelor of Science in Glass Science (Ceramic Engineering) from Alfred University, where he has served on the Board of Trustees since 1990. Peter recently completed six years as Chairman of Alfred’s Board and was awarded an honorary doctorate degree in 2013.
About Iconix Brand Group, Inc.
Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE’S ®, BONGO ®, JOE BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®, LONDON FOG ®, OCEAN PACIFIC ®, DANSKIN ®, ROCAWEAR ®, CANNON ®, ROYAL VELVET ®, FIELDCREST ®, CHARISMA ®, STARTER ®, WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE COOPER ®, ECKO UNLTD. ®, MARC ECKO ®, ARTFUL DODGER ®, and HYDRAULIC®. In addition, Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®, TRUTH OR DARE ®, MODERN AMUSEMENT ®, BUFFALO ® and PONY ® brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and equity.
Forward-Looking Statements
In addition to historical information, this press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this press release. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent Quarterly Reports on Form 10-Q and in other documents filed or furnished with the Securities and Exchange Commission. Our forward-looking statements do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures or investments we may enter into or make in the future. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.
Important Additional Information and Where to Find It
The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Company plans to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2018 Annual Meeting (the “2018 Proxy Statement”), together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE 2018 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants, none of whom owns in excess of 1 percent of the Company’s outstanding shares of common stock, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2018 Proxy Statement and other materials to be filed with the SEC in connection with the 2018 Annual Meeting. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2017 Annual Meeting of Stockholders (the “2017 Proxy Statement”), filed with the SEC on September 29, 2017. To the extent holdings of the Company’s securities by such potential participants (or the identity of such participants) have changed since the information printed in the 2017 Proxy Statement, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of the 2018 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2018 Annual Meeting at the SEC’s website (http://www.sec.gov) or at the Company’s website (https://www.iconixbrand.com/investors/sec-filings/). In addition, copies of the proxy materials, when available, may be requested from the Company’s proxy solicitor, Morrow Sodali LLC at 203-658-9400 or toll-free at 800-662-5200.
Investor Contact:
David K. Jones
Executive Vice President and Chief Financial Officer
Iconix Brand Group, Inc.
djones@iconixbrand.com
212-730-0030
Media Contact:
Joele Frank, Wilkinson Brimmer Katcher
Jamie Moser / Jed Repko / Mahmoud Siddig
212-355-4449